Bristol Consulting LTD.
X.X. Xxx 000000
Xxxxxxxx, XX 00000
Phone: (000) 000-0000 Fax: (000) 000-0000
CONSULTING AGREEMENT dated as of the 30th day of July, 1998, between Bristol
Consulting LTD, of X.X. Xxx 000000 Xxxxxxxx, XX 00000, and Accident Prevention
Plus, Inc., of 000 Xxxx Xxx. Xxx. 000 - Xxxxxxxxx, XX 00000
Accident Prevention Plus, Inc. desires to hire Bristol Consulting LTD. (Bristol
Consulting LTD.) to assist and advise for commercial application in Europe, the
Middle East and Far East, as to Corporate Structure, Capital Acquisition,
Contract Application, Equity Partners and Mergers and Acquisitions. It will also
advise and coordinate procedures, for geographic allocation of business
resources in areas described in this paragraph.
1. Services; Term
Bristol Consulting LTD. hereby agrees to provide services as consultant to
Accident Prevention Plus, LLC, Inc. for a period of five years commencing on
the thirtieth of July, 1998, for five years terminating on the thirtieth July,
2003.
2. Services to be performed
(See Attachment A)
3. Compensation
a) Bristol Consulting LTD. shall be retained as described in item number 1,
above:
i. Three months at $5000 per month.
ii. For balance of contract, Bristol Consulting LTD. will be paid $10,000
per month.
b) Bristol Consulting LTD. and its associates is to receive 5% of the stock of
the new company (APP Incorporated -- to be formed) which can not be diluted
by the issuance of new stock to officers and directors for a period of five
years except in relation to their contracts.
4. Travel Expenses
In the event that, at Accident Prevention Plus, Inc.'s request, Bristol
Consulting LTD. or its representatives is required to travel away from their
corporate offices in Brooklyn, New York, in the performance of their duties
hereunder, the Accident Prevention Plus, Inc. shall reimburse the corporation
for all expenses incurred by the corporation or its representatives in
connection with such travel.
5. Termination
This Agreement may be terminated prior to the end of the Term:
(a) By Accident Prevention Plus, Inc. if Bristol Consulting LTD. does not
conform to agreed upon stipulation in this contract and as is outlined in number
2, or any other documents pertaining to said paragraph #2, above which are
mutually agreed upon and signed by both parties. Bristol Consulting LTD. shall
retain all stock and rights prior to any termination.
In the event that this Agreement is terminated in accordance with this paragraph
2, the Company shall have no further obligation to Bristol Consulting LTD. under
this Agreement after the date of such termination, except that Bristol
Consulting LTD. shall be entitled to receive any consideration to which it is
entitled pursuant to paragraph 2 hereof which has accrued and has not been paid
up to and including the date of termination.
6. Confidential Information
All confidential information which Bristol Consulting LTD. may now possess, may
obtain during or after the Term, or may create prior to the end of the Term
relating to the business of the Accident Prevention Plus, Inc., shall not be
published, disclosed or made accessible by him to any other person, firm, or
corporation either during or after the Term or used by him except during the
Term in the business and for the benefit of the Accident Prevention Plus, Inc.,
without the prior written consent of the Accident Prevention Plus, Inc..
7. Binding Effect; Assignment
This Agreement shall be binding upon and inure to the benefit of the parties
hereto, the successors and assigns of the Accident Prevention Plus, Inc. and the
assigns, heirs and personal representatives of Bristol Consulting LTD. ;
provided, however, that Bristol Consulting LTD. may assign, transfer or
otherwise convey any of its rights or delegate any of its duties under this
Agreement without the written consent of the Accident Prevention Plus, Inc..
8. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of
the State of New York without giving effect to conflicts of law.
9. Entire Agreement
This Agreement represents the entire agreement and any other documents
pertaining to said paragraph #2, above which are mutually agreed upon and signed
by both parties with respect to matters contemplated herein and supercedes any
prior oral or written agreements or undertakings between the parties with
respect to such matters.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written.
Bristol Consulting LTD. Accident Prevention Plus, Inc., by
Authorized Representative Xxxxxxx Xxxxxxxx, Chairman and CEO
Xxxxxxxxx Xxxxxxx Xxxxxxxxx
/s/ Xxxxxxx Xxxxxxxxx /s/ Xxxxxxx Xxxxxxxx, CEO
- --------------------------- ------------------------------------
Xxxxxx X. Xxxxxxx, President
/s/ Xxxxxx X. Xxxxxxx
------------------------------------
Bristol Consulting LTD.
X.X. Xxx 000000
Xxxxxxxx, XX 00000
Phone: (000) 000-0000 Fax: (000) 000-0000
Attachment A
1. Advise to
a) Commercial application
1. Europe
2. Middle East
3. Far East
2. Corporate structure
3. Capital Acquisition
4. Contract Application
5. Equity Partners
6. Mergers and Acquisitions
Bristol Consulting LTD.
X.X. Xxx 000000
Xxxxxxxx, XX 00000
Phone: (000) 000-0000 Fax: (000) 000-0000
This is an amendment to the contract, dated July 30, 1998, between Bristol
Consulting, LTD and Accident Prevention Plus, LLC:
Termination:
Should either company fail to perform the services as outlined in point 2
(attachment A) The following procedure for stock issuance and consulting fees
will be amended as follows:
1. For every month that this agreement is in force Bristol Consulting shall
accrue stock holdings equal to 8,063 shares monthly for a period of 59
months with the final distribution to be 8,111 shares which equal a total
of 483,828 shares.
2. The consulting companies will accrue a fee at the rate of $5,000 per month
for the first 3 months of service and $10,000/month thereafter or until the
date of termination of this agreement.
3. All stock which has not been accrued for services will be returned to the
company. However, the consultant company will have the option to purchase
this stock at the stock option price as determined in management employment
contracts dated January 1, 1999 for a period of 60 days from the
termination of this Agreement.
4. Should Consultant Company wish to liquidate any of their holdings after the
18 month waiting period, which equates to 145,134 shares they have full
right to do so. Other stock that may be issued can only be liquidated on a
month to month accrual bases of 8,063 shares/month thereafter.
5. Should APP fault in any of their company obligations then this Agreement
will remain in full effect for the term of five years as stated in 1.
Services Term.
/s/ Xxxxxxx Xxxxxxxxx
- ---------------------------------
Xxxxxxx Xxxxxxxxx, President
Bristol Consulting LTD.
X.X. Xxx 000000
Xxxxxxxx, XX 00000
Phone: (000) 000-0000 Fax: (000) 000-0000
This is an amendment to the contract, dated July 30, 1998, between Bristol
Consulting, LTD and Accident Prevention Plus, LLC:
Of the 787,614 shares of common stock in APP originally contracted for by
Bristol Consulting in conjunction with providing the services contracted by APP,
Bristol Consulting has distributed common stock to independent associates for
completion of the above referenced contract.
The Bristol Consulting ownership is currently 689,414 shares. All stock remains
under the same restrictions under rule 144 SEC regulations.
/s/ Xxxxxxx Xxxxxxxxx
- -------------------------------
Xxxxxxx Xxxxxxxxx, President
Bristol Consulting LTD.
X.X. Xxx 000000
Xxxxxxxx, XX 00000
Phone: (000) 000-0000 Fax: (000) 000-0000
Under Rule 144 SEC Regulation, Accident Prevention Plus LLC or their attorney
cannot refuse a Letter of Opinion for relief in regard to taking legend off
stock in the above mentioned Corporation provided all SEC requirements are met.
Accident Prevention Plus, LLC must accept Corporation's own Counsel Letter of
Opinion.
AMENDMENT TO CONSULTING AGREEMENT
THlS AMENDMENT TO CONSULTING AGREEMENT is entered into this 28th day of
October, 1998 by and between Accident Prevention Plus, Inc., a Nevada
corporation ("APP") and Bristol Consulting Ltd. ("Bristol").
RECITALS
WHEREAS, Bristol and Accident Prevention Plus, LLC, a limited liability
company ("APP LLC") had entered into a consulting agreement dated July 30, 1998
(the "Consulting Agreement") for a five year period in which APP LLC agreed to
pay Bristol $5,000 per month for the first three months and $10,000 per month
thereafter during the term of the Consulting Agreement as consideration for
certain duties to be performed by Bristol;
WHEREAS, the terms and provisions of the Consulting Agreement also
provided that Bristol would receive an approximate five percent (5%) equity
ownership interest in a new corporation to be formed as additional consideration
for certain duties to be performed by Bristol (not to be diluted by the
`issuance of new stock to officers and directors for a period of five years
except in relation to their contracts);
WHEREAS, on October 28, 1998, Accident Prevention Plus, Inc. ("APP")
was formed under the laws of the State of Nevada, and APP and Bristol entered
into an agreement (the "Exchange Agreement") whereby Bristol agreed to exchange
either its equity membership interest or its right to an equity membership
interest in APP LLC for shares of restricted common stock of APP;
WHEREAS, in accordance with the terms and provisions of the Exchange
Agreement, on October 28, 1998, 837,414 shares of restricted common stock of APP
were issued to Bristol evidencing an approximate 4.628% equity ownership
interest in APP pursuant to the terms and provisions of the Consulting
Agreement;
WHEREAS, the board of directors of APP approved the issuance of such
shares of stock to Bristol by resolution dated October 28, 1998; and
WHEREAS, the parties hereto desire to memoralize the terms and
provisions for such issuance of shares of common stock of APP.
NOW, THEREFORE, for and in consideration of the covenants and promises
set forth below, the parties agree as follows:
1. Bristol agrees to accept the issuance of 837,414 shares of
restricted common stock of APP as settlement for any and all services performed
pursuant to the Consulting Agreement and fulfiIlment of the terms and provisions
of the Consulting Agreement, and that such stock certificate issued shall be
dated as of October 28, 1998;
2. Bristol is aware that the shares of common stock are not being
registered under the Securities Act of 1933, as amended. Bristol understands
that the shares of common stock are being issued in reliance on the exemption
from registration provided by Section 4(2) thereunder. Bristol represents and
warrants that: (a) the shares of common stock are being acquired solely for
Bristol's own account, for investment purposes only, and not with a view to or
in connection with, any resale, distribution, subdivision or fractionalization
thereof; and (b) Bristol has no agreement or other arrangement, formal or
informal, with any person to sell, transfer or pledge any of the shares of
common stock or which would guarantee to Bristol any profit, or protect Bristol
against any loss with respect to the shares of common stock, and Bristol has no
plans to enter into any such agreement or arrangement. Bristol understands that
it may be recquired to bear the economic risk of this investment for an
indefinite period of time because there is currently no trading market for the
shares of common stock and the shares of common stock cannot be resold or
otherwise transferred unless applicable state securities laws are complied with
(which APP is not obligated to do) or exemptions therefrom are available.
3. The issuance of 837,414 shares of common stock of APP to Bristol
shall be valued at $0.00l for an aggregate valuation of$837.00 as of October 28,
1998.
4. Bristol agrees to waive the restrictive provision contained in
paragraph 3(b) of the Consulting Agreement to be effective from the date of this
Agreement.
5. Each party shall indetnnify, delend and hold harmless the other from
and against any and all claims. damages, liabilities, losses costs and expenses
arising out of the Exchange Agreement and the issuance of stock pursuant to the
Exchange Agreement.
IN WITNESS WHEREOF, the parties have executed this Amendment on the
dates indicated below to be effective as of the date first above written.
ACCIDENT PREVENTION PLUS, INC.,
A Nevada corporation
Date: 1/10/00 By: /s/ Xxxxxx X. Xxxxxxx
------------------------
Xxxxxx X. Xxxxxxx
BRISTOL CONSULTING LTD.
Date: 1/07/00 By: ????????????
