STOCK PURCHASE AND CONSULTING AGREEMENT
THIS AGREEMENT, by and between TURBINE PROJECT SERVICES, INC., a Florida
corporation (hereinafter referred to as "Turbine") and XXXXXX X. XxXXX, an
individual residing in Indianapolis, Indiana, (hereinafter referred to as
"XxXxx").
WHEREAS, TURBINE desires to obtain the consulting services of XxXXX on a
continuing but non-exclusive basis, and
WHEREAS, XxXXX is willing to provide the consulting services under the
terms and conditions as hereinafter set forth:
NOW, THEREFORE, in consideration of the mutual promises and covenants and
other good and valuable consideration as set forth in this Agreement, the
parties agree as follows:
1. Recitals. The parties agree that the foregoing recitals are true and
correct and incorporated herein by this reference.
2. Services. XxXXX agrees to provide consulting services on behalf of
TURBINE, such services being defined as project management scheduling services
at the sub tier level to vendors working directly with aerospace and defense
manufacturers, specifically including services to R.M. Enterprise Group, Inc. an
Indiana corporation of which XxXXX is the President.
3. Independent Contractor. It is understood and agreed that XxXXX shall
perform the referenced consulting services on behalf of TURBINE a an independent
contractor. XxXXX reserves the right to determine the method, manner and means
bu which the consulting services will be performed. All such work shall be at
the premises of XxXXX and TURBINE and shall not provide any administrative
services or tangible property of any type in connection with the rendering of
the consulting services. XxXXX reserves the right to use the services of such
assistants as he shall determine within his sole discretion.
4. Payment for Services. It is agreed between the parties hereto that
payment to XxXXX shall be based upon the time expended in rendering services to
a particular client and the nature of those services, which cannot be determined
in advance. Therefore, it is agreed that payment for services rendered by XxXXX
shall be paid by TURBINE as mutually agreed upon by these parties.
5. Stock Purchase. As part of the consideration for the rendering of
services by XxXXX, TURBINE, acting through the consent of its directors, hereby
agrees t sell XxXXX Six Million Shares of the common voting stock of TURBINE for
a cash payment of $6,000, being the par value ($.0001) of the stock per share.
XxXXX acknowledges that this purchase provides him with a majority interest of
the outstanding stock of the corporation and that he will take no steps,
directly or indirectly, that will dilute the interests of the stockholders, now
or in the future, or will otherwise be adverse to the best interests of any
stockholders. 6. Board of Directors. Upon the execution of this Agreement the
Board of Directors agree to name XxXXX as a director of the Company. XxXXX
agrees to accept this appointment and to serve as a director until a successor
is named in his place, as prescribed in the Bylaws of TURBINE.
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7. Scope of Services and General Intent. It is understood that the
consulting services performed by XxXXX shall be on a non-exclusive basis and
XxXXX shall have the right to perform these consulting services to other persons
and entities as he may determine. It is the general intention of this Agreement
that XxXXX shall render his consulting services to various companies and that
TURBINE shall be allowed to obtain similar consulting services from other
individuals or entities and to expand the scope of the consulting services to
other areas within its sole discretion.
8. Governing Law. This Agreement shall be construed and enforced under the
laws of the State of Florida.
9. Entire Agreement. This Agreement constitutes the entire agreement
between the parties hereto pertaining to the subject matter contained herein.
10. Assignment. This Agreement may not be assigned by either party without
the prior written consent of the other party.
IN WITNESS WHEREOF, the parties hereto have signed and sealed this
Agreement this 15th day of August, 2003.
TURBINE PROJECT SERVICES, INC.
By:_____________________________________
President
________________________________________
XXXXXX X. XxXXX
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