CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (this Agreement") is made as of the 27th day of
February 2004 by and between AVVAA World Health Care Products, Inc., ("the
Company"), a Nevada corporation and Xxxxxx & Xxxxxx, LLP, a New Jersey limited
liability partnership ("the Consultant").
WHEREAS, the Company is a publicly traded company whose shares are quoted on the
OTC Bulletin Board;
WHEREAS, the Consultant has provided legal services ("Consulting Services"); and
WHEREAS, the Company wishes to compensate Consultant for services already
rendered and future services on the following terms and conditions;
NOW, THEREFORE, the Company and the Consultant agree as follows:
1. In exchange for providing the Consulting Services to Company and as payment
for services already provided, for which the Company currently owes Consultant
the amount of approximately $9,000.00 (the "Balance"), the Consultant shall
receive twenty two thousand and five hundred (22,500) S-8 shares of Company's
common stock, par value $.001 (the "Shares"). Consultant and its principals
shall not directly or indirectly promote or maintain a market for the Shares.
Moreover, Consultant agrees that the Shares are not and will not be provided in
connection with a capital raising transaction for the Company, and that
Consultant will provide no services relating to any capital raising or the
promotion or maintenance of a market for the shares of the Company.
2. The Shares will be issued to the principals of Consultant, Xxxxxxx X. Xxxxxx
and Xxxxx X. Xxxxxx (the "Principals"), in the ratio of 70 percent and 30
percent, respectively or 15,750 shares to Xxxxxxx X. Xxxxxx and 6,750 shares to
Xxxxx X. Xxxxxx. Following issuance of the Shares, the Principals shall sell the
shares on the open market, and shall provide the Company with copies of
brokerage statements reflecting the sale of the Shares. The net sale proceeds
after brokerage commissions shall be applied as a credit against the Balance. In
the event that the Balance has not been paid in full from the net sale proceeds
of the Shares, then the Company undertakes to issue additional shares of its
common stock, and to register such shares pursuant to an S-8 registration, if
necessary, so that additional installments of shares can be issued to the
Principals to satisfy the remaining Balance, on the same terms and conditions
set forth above. In the event the Balance is exceeded, the Consultant shall
credit the Company for future legal services.
3. The Consultant shall use the Consultant's best efforts to assist the Company
by providing the Consulting Services.
4. Consultant and the Principals each understands and agrees that Consultant and
the Principals each is not an employee of the Company or any parent, subsidiary
or affiliates of the Company and Consultant and the Principals each covenants
and agrees that Consultant and the Principals each will make no claim,
contention or argument that Consultant and the Principals each is or ever was an
employee of the Company or any of its parent, subsidiaries or affiliates.
5. The Consultant and the Principals shall not be liable for any mistakes of
fact, errors of judgment, for losses sustained by the Company or any subsidiary
or for any acts or omissions of any kind, unless caused by the negligence or
intentional misconduct of the Consultant and the Principals or any person or
entity acting for or on behalf of the Consultant and the Principals.
6. The Company and its present and future subsidiaries jointly and severally
agree to indemnify and hold harmless the Consultant and the Principals each
against any loss, claim, damage or liability whatsoever, (including reasonable
attorneys' fees and expenses), to which Consultant and the Principals each may
become subject as a result of performing any act (or omitting to perform any
act) contemplated to be performed by the Consultant and the Principals each
pursuant to this Agreement unless such loss, claim, damage or liability arose
out of Consultant's and the Principals' negligence, or intentional misconduct.
The Company and its subsidiaries agree to reimburse Consultant and the
Principals each for the reasonable costs of defense of any action or
investigation (including reasonable attorney's fees and expenses); provided,
however, that Consultant and the Principals each agrees to repay the Company or
its subsidiaries if it is ultimately determined that Consultant or the
Principals is not entitled to such indemnity. In case any action, suit or
proceeding shall be brought or threatened, in writing, against Consultant and
the Principals, it shall notify the Company within three (3) days after the
Consultant and the Principals receive notice of such action, suit or threat. The
Company shall have the right to appoint the Company's counsel to defend such
action, suit or proceeding, provided that Consultant and the Principals each
consents to such representation by such counsel, which consent shall not be
unreasonably withheld. In the event any counsel appointed by the Company shall
not be acceptable to Consultant and the Principals, then the Company shall have
the right to appoint alternative counsel for Consultant and the Principals
reasonably acceptable to Consultant and the Principals, until such time as
acceptable counsel can be appointed. In any event, the Company shall, at its
sole cost and expense, be entitled to appoint counsel to appear and participate
as co-counsel in the defense thereof. Consultant and the Principals, or their
co-counsel, shall promptly supply the Company's counsel with copies of all
documents, pleadings and notices which are filed, served or submitted in any of
the aforementioned. Consultant and the Principals each shall not enter into any
settlement without the prior written consent of the Company, which consent shall
not be unreasonably withheld.
7. This Agreement shall be binding upon the Company and the Consultant and their
successors and assigns.
8. If any provision or provisions of this Agreement shall be held to be invalid,
illegal or unenforceable for any reason whatsoever, (i) the validity, legality
and enforceability of the remaining provisions of this Agreement (including,
without limitation, each portion of any section of this Agreement containing any
such provision held to be invalid, illegal or unenforceable) shall not in any
way be affected or impaired thereby; and (ii) to the fullest extent possible,
the provisions of this Agreement (including, without limitation, each portion of
any section of this Agreement containing any such provision held to be invalid,
illegal or unenforceable) shall be construed so as to give effect to the intent
manifested by the provision held, invalid illegal or unenforceable.
9. No supplement, modification or amendment of this Agreement shall be binding
unless executed in writing by both parties hereto. No waiver of any other
provisions hereof (whether or not similar) shall be binding unless executed in
writing by both parties hereto nor shall such waiver constitute a continuing
waiver.
10. This Agreement may be executed in one or more counterparts, each of which
shall for all purposes be deemed to be an original but all of which shall
constitute one and the same Agreement.
11. The Parties agree that should any dispute arise in the administration of
this Agreement, that this Agreement shall be governed and construed by the laws
of the State of New Jersey, without regard to conflicts of laws of any other
jurisdiction. The Parties further agree that any action arising out of this
agreement shall be brought exclusively in an appropriate court of New Jersey
having jurisdiction.
12. This Agreement contains the entire agreement between the parties with
respect to the consulting services to be provided to the Company by the
Consultant and supersedes any and all prior understandings, agreements or
correspondence between the parties.
IN WITNESS WHEREOF, the Company and the Consultant have caused this Agreement to
be signed by duly authorized representatives as of the day and year first above
written.
AVVAA WORLD HEALTH CONSULTANT:
CARE PRODUCTS, INC.
XXXXXX & JACLIN, LLP
BY: /s/ Xxxx Xxxxxx BY:/s/ Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx, Individually
and as Agent
BY: /s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx, Individually
and as Agent
