CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") is entered into effective as
of July 1, 2004, by and between Weight Loss Forever International, Inc.
("WLFI"), with offices at 000 Xxxxxxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxx, XX
00000, and South Beach Securities Inc. ("SBSI"), with offices at 0000 Xxxxxxxxx
Xxxxxxxxx, Xxxxx 0000, Xxxxxxxxx, Xxxxxxx, Xxxxxx, Xxxxxxx, Xxxxxxx, Xxxxxx X0X
0X0.
WHEREAS, WLFI is in need of assistance in gaining access to business and
financing opportunities and SBSI is experienced in these areas and is capable of
providing valuable services to WLFI.
Therefore, it is agreed:
1. SERVICES. During the Term of this Agreement, SBSI shall provide advice to
WLFI's management and shall consult with WLFI concerning financial matters
in connection with the operation of the businesses of WLFI, expansion of
services, acquisitions and business opportunities and consult with
management of WLFI regarding corporate financing including the structures,
terms, and content of bank loans, institutional loans, private debt
funding, mezzanine financing, and other financing.
2. TERM. The term ("Term") of this Agreement shall commence on the date first
set forth above, and shall terminate on October 31, 2004.
3. COMPENSATION. As compensation for the services rendered hereunder, WLFI
shall issue to SBSI, or as SBSI may direct, cash compensation as follows:
A. CASH FEE. WLFI agrees to pay to SBSI, or as SBSI directs, the sum of
$250,000 US to be paid concurrently with the first funding of at
least $500,000 from Cornell Capital Partners.
B. FEES RELATED TO CORNELL FUNDING. WLFI will pay to SBSI, or as SBSI
directs, Twenty Percent (20.0%) of the amount of each funding it
receives through Cornell Capital Partners, LC for each draw in which
SBSI participates, other than the first draw as set forth in Section
3(a) above. WLFI hereby confirms that SBSI is participating in the
structure and facilitation of the draws, and concurrently upon each
of the draws from Cornell, other than the first draw as set forth in
Section 3(a) above, SBSI will be entitled to his Twenty Percent
(20%) fee from each such draw.
4. CONFIDENTIALITY. SBSI will not disclose to any person, firm or
corporation, nor use for his own benefit, during or after the Term of this
Agreement, any trade secrets or other information, whether or not
designated as confidential by WLFI, that is acquired by Xxxxxx in the
course of performing services hereunder. Any financial advice rendered by
Xxxxxx pursuant to this Agreement may not be disclosed in any manner
without the prior written approval of WLFI.
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5. INDEMNIFCATION. Each party shall defend, indemnify, and hold harmless the
other party, its affiliates, directors, officers, employees, agents,
attorneys, and their successors and assigns (the "Indemnified Party") from
and against any and all liabilities, obligations, losses, claims, damages,
costs, charges or other expenses of every kind and character (including
but not limited to reasonable outside attorneys' fees and court costs)
which arise out of or result from any third party claim which would not
have arisen but for a breach or alleged breach of any of the indemnifying
party's duties under this Agreement. The Indemnified Party agrees to
notify the other party in writing by facsimile transmission and overnight
courier, as soon as practicable, but at least within ten (10) business
days of receipt of knowledge of any claim, suit, action, or proceeding for
which it may be entitled to indemnification under this Agreement. Each
party shall have the right to hire its own counsel to defend any third
party claims and the parties agree to cooperate and assist each other in
defending and minimizing costs and expenses in connection with defending
against any third party claims. In no circumstances will any party (i)
admit to any liability of any other party to this Agreement, or (ii)
prejudice or settle any claim affecting another party, without such
party's prior written consent, which shall not be unreasonably withheld.
The terms of any and all settlements of third party claims shall be
strictly confidential unless all parties agree, or a court requires,
disclosure.
6. INDEPENDENT CONTRACTOR. The relationship between SBSI and WLFI is that of
independent contractors. SBSI shall not hold itself out as an agent of
WLFI, nor shall it take any action from which others might infer that it
is an agent of WLFI or that it is engaged in a joint venture with WLFI.
7. MISCELLANEOUS. This Agreement sets forth the entire understanding of the
parties relating to the subject matter hereof, and supersedes any prior
communications, understandings or agreements between the parties. This
Agreement cannot be modified or changed, nor can any of its provisions be
waived, except by written agreement signed by both parties. This Agreement
shall be governed by the laws of the Province of Ontario applicable to
contracts made and to be performed therein. The parties agree that any
suit, action or proceeding arising out of or relating to this agreement or
any activity or any corporation to which this agreement applies, shall be
instituted in the courts of general jurisdiction in the Province of
Ontario.
8. NOTICES. Any notice required or permitted hereunder shall be given in
writing, and shall be deemed effectively given upon personal delivery or
one business day after tender to an overnight delivery service of national
reputation, addressed to the parties at the address set forth at the start
of this Agreement, or at such other addresses as a Party may designate by
ten days advance written.
9. COUNTERPARTS AND FACSIMILE. This agreement may be signed in one or more
counterparts. Facsimile transmission of signatures of the parties shall be
sufficient to constitute a binding agreement.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date set forth at the start of this Agreement.
WEIGHT LOSS FOREVER INTERNATIONAL, INC. SOUTH BEACH SECURITIES INC.
By: /s/ Xxxxx Xxxxx By: /s/ Xxxxx Xxxxxx
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Title: Chief Financial Officer Title: President
Name: Xxxxx Xxxxx Name: Xxxxx Xxxxxx
Dated: July 1, 2004 Dated:_______________________
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