Exhibit 10.1
CONSULTING AGREEMENT
This Consulting Agreement (this "Agreement") is entered into as of the 8th
day of January, 2007 by and between Bronze Marketing, Inc., a Nevada corporation
("BMI"), and Heritage Management Consultants, Inc., a corporation organized
under the laws of South Carolina ("Heritage" or "the "Consultant").
RECITALS
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Whereas, Consultant is willing to provide to BMI the consulting services
identified in this Agreement; and.
Whereas, BMI is willing to engage Consultant as an independent contractor,
and not as an employee, on the terms and conditions set forth herein.
AGREEMENT
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In consideration of the foregoing and of the mutual promises set forth
herein, and intending to be legally bound, the parties hereto agree as follows:
1. Engagement. BMI hereby engages Consultant as an independent contractor to
provide assistance to BMI in its efforts to consummate the transactions
contemplated by that certain Assignment Agreement (the "Assignment Agreement")
with BTHC III, Inc., a Delaware corporation ("BTHC") pursuant to which the
Company was assigned and assumed all of BTHC's rights and obligations under that
certain share exchange agreement (the "Share Exchange Agreement") dated as of
September 7, 2006 and entered into by and among BTHC, Xxxxx Steel Technology
Co., Ltd., a British Virgin Islands company ("Xxxxx"), and the shareholders of
Xxxxx pursuant to which Xxxxx'x shareholders will exchange all of the issued and
outstanding stock of Xxxxx for shares of BTHC's common stock.
2. Term. This Agreement will commence on the date first written above, and
unless modified by the mutual written agreement of the parties, shall continue
until such time as the transactions contemplated by the Share Exchange Agreement
are either abandoned or consummated.
3. Compensation. In consideration of the services to be performed by Consultant,
BMI agrees to issue to Consultant 5,000 shares of Series A Voting Convertible
Preferred Stock.
4. Representations and Warranties. Consultant represents and warrants (i) that
Consultant has no obligations, legal or otherwise, inconsistent with the terms
of this Agreement or with Consultant's undertaking this relationship with BMI,
(ii) that Consultant will not use in the performance of its responsibilities
under this Agreement any confidential information or trade secrets of any other
person or entity and (iii) that Consultant has not entered into or will enter
into any agreement (whether oral or written) in conflict with this Agreement.
5. Limited Liability. Consultant shall not be liable to BMI, or to anyone who
may claim any right due to its relationship with the BMI, for any acts or
omissions on the part of the Consultant or the agents or employees of the
Consultant in the performance of Consultant's services under this Agreement. BMI
shall hold Consultant free and harmless from any obligations, costs, claims,
judgments, attorney's fees, or attachments arising from or in any way related to
the services rendered to BMI.
6. Material Non-Public Information. Consultant understands that as a result of
this Agreement Consultant may become privileged to material, non-public
information concerning the Company and its operations. As such, Consultant
hereby agrees not to trade in the Company's securities at any time it possesses
material, non-public information regarding the Company or its operations.
7. Governing Law. This Agreement shall be governed by the laws of the State of
Nevada.
8. Miscellaneous. If any action at law or in equity is necessary to enforce or
interpret the terms of this Agreement, the prevailing party shall be entitled to
reasonable attorney's fees, costs. This Agreement shall be binding on and inure
to the benefit of the parties to it and their respective successors and assigns.
Executed on the day and year first above written.
Bronze Marketing, Inc. Heritage Management Consultants, Inc.
By: /s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxx
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Xxxxxxx X. Xxxxxx, President Xxxxx X. Xxxx, President
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