EXHIBIT 10.11
CONSULTING AGREEMENT
--------------------
This Consulting Agreement ("Agreement"), effective as of January 16,
2006 ("Effective Date"), is entered into by and between DynEco Corporation, a
Minnesota corporation (the "Company"), with offices at 0000 X. Xxxx Xxxxxx,
Xxxxx 000, Xxxxx, XX 00000, and MBN Consulting, LLC, a Florida limited liability
company, with offices at 0000 Xxxxxxxx Xxxx Xx., Xxxx Xxxxx, XX 00000, whose
federal tax identification number is 00-0000000(the "Consultant").
RECITALS
WHEREAS, the Company desires to engage the services of the Consultant
to represent the Company on a non-exclusive basis in investors' communications
with existing shareholders, brokers, dealers and other investment professionals
as to the Company's current and proposed activities, and to consult with
management concerning the Company's activities;
NOW THEREFORE, in consideration of the promises and the mutual
covenants and agreements set forth below, the legal sufficiency of which is
acknowledged, the parties covenant and agree as follows:
1. Term of Consultancy. The Company agrees to retain the Consultant to
act in a consulting capacity to the Company, and the Consultant agrees to
provide services to the Company, for a term of two (2) years commencing on the
Effective Date, unless earlier terminated by either party upon sixty (60) days
written notice or by the Company, for cause, without said notice (the "Term").
2. Duties of Consultant. The Consultant agrees that it will, upon the
Company's approval, initiate meetings, in person or by telephone, with brokers,
dealers, analysts and other investment professionals to communicate with them
regarding the Company's plans, goals and activities.
3. Allocation of Time and Energies. The Consultant hereby promises to
perform and discharge faithfully its responsibilities so long as such activities
are in compliance with applicable securities laws and regulations. The
Consultant and its staff shall diligently and thoroughly provide the consulting
services required hereunder. Although no specific hours-per-day requirement will
be required, the Consultant and the Company agree that the Consultant will
perform the duties set forth herein above in a diligent and professional manner.
It is explicitly understood that, subject to Section 4 hereof, the Consultant's
performance of its duties hereunder will in no way be measured by the price of
the Company's common stock, nor the trading volume of the Company's common
stock. The Consultant will not during the Term provide similar services to any
other travel or tour company whose activities are primarily or significantly
directed to the area of vacation travel and tours.
1
4. Remuneration. As full and complete compensation for services
described in this Agreement, the Company shall compensate the Consultant as
follows:
The Company agrees to issue to the Consultant, within seven business
days of the Company's contemplated increase in authorized shares, exchange of
preferred stock for common stock, and 30:1 reverse stock split, five-year
warrants to purchase an aggregate of 200,000 shares of common stock of the
Company at an exercise price of $1.25 per share, in the form set forth as
Exhibit A hereto; provided, however, that should said events not occur within
one hundred days, the Company will issue warrants to the Consultant on an
equivalent basis. The Consultant will not assign any of the warrants or any
interest therein to any third party without prior written notice to the Company.
Additionally, the Company shall pay, on the first of every month beginning with
the first calendar month subsequent to the Effective Date and continuing through
the Term, a monthly fee of $5,000.00 for the first two months of the Term and
$7,500.00 for each month of the term thereafter. Additionally, if and when the
Company installs a health insurance plan, the Company will make available to
Xxxxxx Xxxxxxx and his wife group insurance as dictated by and subject to the
rules and policies of the health plan provider.
5. Representations and Warranties. In connection with the acquisition
of Warrants, the Consultant represents and warrants to the Company, to the best
of its knowledge, as follows:
(a) The Consultant acknowledges that the Consultant has been afforded
the opportunity to ask questions of and receive answers from duly authorized
officers or other representatives of the Company concerning an investment in the
Company, and any additional information which the Consultant has requested.
(b) The Consultant is an "accredited investor" as defined by Regulation
D under the Securities Act of 1933.
6. Expenses. The Consultant agrees to pay for all its own expenses
other than extraordinary items (travel required by/or specifically requested by
the Company, luncheons or dinners to large groups of investment professionals,
investor conference calls, print advertisements in publications, etc.) approved
in writing by the Company prior to its incurring an obligation for
reimbursement.
7. Indemnification. The Company warrants and represents that all oral
communications, written documents or materials furnished to the Consultant by
the Company with respect to financial affairs, operations, profitability and
strategic planning of the Company are accurate and the Consultant may rely upon
the accuracy thereof without independent investigation. The Company will
protect, indemnify and hold harmless the Consultant against any claims or
litigation including any damages, liability, cost and reasonable attorney's fees
as incurred with respect thereto resulting from the Consultant's communication
or dissemination of any said information, documents or materials, provided that
the Consultant has reviewed any presentation that it makes to
2
third parties with the Company and excluding any such claims or litigation
resulting from the Consultant's communication or dissemination of information
not provided or authorized by the Company.
8. Representations. The Consultant represents that it is not required
to maintain any licenses and registrations under federal or any state
regulations necessary to perform the services set forth herein. The Consultant
acknowledges that, to the best of its knowledge, the performance of the services
set forth under this Agreement will not violate any rule or provision of any
regulatory agency having jurisdiction over the Consultant. The Consultant
acknowledges that, to the best of its knowledge, the Consultant and its officers
and directors are not the subject of any investigation, claim, decree or
judgment involving any violation of the federal or state securities laws. The
Consultant further acknowledges that it is not a securities broker dealer or a
registered investment advisor. The Company acknowledges that, to the best of its
knowledge, that it has not violated any rule or provision of any regulatory
agency having jurisdiction over the Company. The Company acknowledges that, to
the best of its knowledge, the Company is not the subject of any investigation,
claim, decree or judgment involving any violation of any federal or state
securities laws.
9. Legal Representation. The Company acknowledges that it has been
represented by independent legal counsel in the preparation of this Agreement.
The Consultant represents that it has consulted with independent legal counsel
and/or tax, financial and business advisors, to the extent the Consultant deemed
necessary.
10. Status as Independent Contractor. The Consultant's engagement
pursuant to this Agreement shall be as independent contractor, and not as an
employee, officer or other agent of the Company. Neither party to this Agreement
shall represent or hold itself out to be the employer or employee of the other.
The Consultant further acknowledges the consideration provided hereinabove is a
gross amount of consideration and that the Company will not withhold from such
consideration any amounts as to income taxes, Social Security payments or any
other payroll taxes. All such income taxes and other such payment shall be made
or provided for by the Consultant and the Company shall have no responsibility
or duties regarding such matters. Neither the Company nor the Consultant
possesses the authority to bind each other in any agreements without the express
written consent of the entity to be bound.
11. Waiver. The waiver by either party of a breach of any provision of
this Agreement by the other party shall not operate or be construed as a waiver
of any subsequent breach by such other party.
12. Notices. All notices, requests, and other communications hereunder
shall be deemed to be duly given if sent by U.S. mail, postage prepaid,
addressed to the other party at the address as set forth herein below:
MBN Consulting, LLC DynEco Corporation
7865 Amethyst Lake Pt. 0000 X. Xxxx Xxxxxx, Xxxxx 000
Xxxx Xxxxx, XX 00000 Xxxxx, XX 00000
3
Either party may change the address to which notices for it shall be
addressed by providing notice of such change to the other party in the manner
set forth in this Section.
13. Choice of Law, Jurisdiction and Venue. This Agreement shall be
governed by, construed and enforced in accordance with the internal laws of the
State of Florida and venue shall be in the federal and state courts located in
Tampa, Florida.
14. Complete Agreement. This Agreement contains the entire agreement of
the parties relating to the subject matter of this Agreement. This Agreement and
its terms may not be changed orally but only by an agreement in writing signed
by the party against whom enforcement of any waiver, change, modification,
extension or discharge is sought.
IN WITNESS WHEREOF, the parties have executed this Consulting Agreement
as of the Effective Date.
"Company"
DynEco Corporation
By: _________________________________ Date: __________________
Xxxxxx Xxxxxxxx, President
"Consultant"
MBN Consulting, LLC
By: _________________________________ Date: __________________
Xxxxxx Xxxxxxx, Managing Director
4
