EXHIBIT 10.13
CONSULTING AGREEMENT
October 4, 2002
-----------------
Re: Consulting Engagement For Mergers and Acquisitions
Agreement between Xxxxx-Xx Industries, Inc. (the "Company") and Aicola
Armelino, (the "Consultant")
Dear Xx. Xxxxxx:
This letter is to confirm the terms of my engagement as an independent
consultant ("Consultant") to Xxxxx-Xx Industries, Inc. (the "Company"). I am
engaged to assist the Company with engineer consulting services.
------------
Term of Engagement
--------------------
The term of the engagement shall be for the three (3) month period ending
December 31, 2002.
-------------------
Consulting Fee
---------------
Three million, three hundred thirty three thousand, three hundred thirty-three
shares (3,333,333) are being issued to Aicola Armelino for engineer consulting
services to be rendered to the Company. The above will be due to me
------------
unrestricted on the date this agreement is signed. The shares will be forwarded
to me as soon as reasonably possible after this date.
Confidentiality
---------------
I agree that during the term of this engagement I will not invest, nor promote
the Company's publicly traded shares or participate in any activity that is or
--------
may be competitive with the Company, that might create a conflict of interest
-----------
with the Company, or that otherwise might interfere with the business of the
---
Company, or any affiliate of the Company. I also agree that both during the
------- -----------
engagement and after the engagement terminates I will neither misuse nor
improperly disclose any Confidential Information of the Company that I may have
used, acquired or added to while engaged by the Company. "Confidential
-----------
Information" means and includes confidential or proprietary information or trade
secrets that have been developed or used (or will be developed or used) and that
cannot be readily obtained by third parties from outside sources. Confidential
Information includes, by way of example and without limitation, the following:
information regarding assets, investors, customers, employees, contractors, and
the industry not generally known to the public; strategies, methods, books,
records, and documents; technical information concerning products, equipment,
services, and processes; procurement procedures and pricing techniques; the
names of and other information concerning customers, investors, and business
affiliates (such as contact name, service provided, pricing for that customer,
amount of services used, credit and financial data, and/or other information
relating to the Company's relationship with that investor or customer); pricing
-------------
strategies and price curves; plans and strategies for expansion or acquisitions;
budgets; investor lists, customers lists; research; weather data; financial and
sales data, trading terms; evaluation, opinions, and interpretations of
information and data; marketing techniques; prospective investors' names,
investors' and customers' names and marks; grids and maps, electronic data
bases; models; specifications; computer programs, internal business records;
contracts benefiting or obligating the Company; bids or proposals submitted to
-----------
any third party; technologies and methods; training processes; organizational
structure; salaries of personnel; payment amounts or rates paid to consultants
or other service providers; and other such confidential or proprietary
information. We acknowledge that this Confidential information constitutes a
valuable, special, and unique asset used by the Company and its subsidiaries and
-----------
affiliates in their business to obtain a competitive advantage over their
competitors. We agree that upon termination of this engagement, we will return
any and all such confidential information and delete such Confidential
Information from any electronic storage devices owned by us (but not computers
and storage devices owned by the Company), such as Palm Pilots and notebook
-----------
computers, upon which I may have stored such confidential information. We agree
that breach of these covenants not to disclose Confidential Information shall
cause immediate and irreparable injury to the Company.
------------
Indemnity
---------
Each party shall indemnify, defend and hold harmless the other party from any
and all liability, loss, claims, lawsuits, damages, injury, costs (including
reasonable attorney's fees) or expenses ("Claims") arising out of or incident to
the performance or nonperformance of any act or responsibility under this
agreement by such indemnifying party; provided that, any indemnity required
under this paragraph shall exclude Claims resulting from any consequential,
future or speculative damages. Notwithstanding the foregoing provisions of this
paragraph, the Company shall indemnify, defend and hold harmless Consultant from
-----------
any all Claims arising out of or incident to Consultant's actions on behalf of
the Company, including attendance at meetings, negotiation and advice, that
involve the Company's financial and other related matters.
--------------
Acceptance
----------
Please indicate your agreement with the terms of this letter by signing one copy
in the space provided below and returning it to me.
Sincerely,
/S/ AICOLA ARMELINO
---------------------
Aicola Armelino
ACCEPTED AND AGREED AS OF October 4, 2002
/S/ XXXXXXX XXXXXX
--------------------
Xxxxxxx Xxxxxx, President and Chief Executive Officer
EXHIBIT 10.13
CONSULTING AGREEMENT
October 4, 2002
-----------------
Re: Consulting Engagement For Mergers and Acquisitions
Agreement between Xxxxx-Xx Industries, Inc. (the "Company") and Xxxx Xx
Xxxxxxx, (the "Consultant")
Dear Xx. Xxxxxx:
This letter is to confirm the terms of my engagement as an independent
consultant ("Consultant") to Xxxxx-Xx Industries, Inc. (the "Company"). I am
engaged to assist the Company with engineer consulting services.
------------
Term of Engagement
--------------------
The term of the engagement shall be for the three (3) month period ending
December 31, 2002.
-----------------
Consulting Fee
---------------
Three million, three hundred thirty three thousand, three hundred thirty-three
shares (3,333,333) are being issued to Xxxx Xx Xxxxxxx for engineer consulting
services to be rendered to the Company. The above will be due to me unrestricted
-----------
on the date this agreement is signed. The shares will be forwarded to me as soon
as reasonably possible after this date.
Confidentiality
---------------
I agree that during the term of this engagement I will not invest, nor promote
the Company's publicly traded shares or participate in any activity that is or
-------
may be competitive with the Company, that might create a conflict of interest
-----------
with the Company, or that otherwise might interfere with the business of the
---
Company, or any affiliate of the Company. I also agree that both during the
------- -----------
engagement and after the engagement terminates I will neither misuse nor
improperly disclose any Confidential Information of the Company that I may have
used, acquired or added to while engaged by the Company. "Confidential
-----------
Information" means and includes confidential or proprietary information or trade
secrets that have been developed or used (or will be developed or used) and that
cannot be readily obtained by third parties from outside sources. Confidential
Information includes, by way of example and without limitation, the following:
information regarding assets, investors, customers, employees, contractors, and
the industry not generally known to the public; strategies, methods, books,
records, and documents; technical information concerning products, equipment,
services, and processes; procurement procedures and pricing techniques; the
names of and other information concerning customers, investors, and business
affiliates (such as contact name, service provided, pricing for that customer,
amount of services used, credit and financial data, and/or other information
relating to the Company's relationship with that investor or customer); pricing
-------------
strategies and price curves; plans and strategies for expansion or acquisitions;
budgets; investor lists, customers lists; research; weather data; financial and
sales data, trading terms; evaluation, opinions, and interpretations of
information and data; marketing techniques; prospective investors' names,
investors' and customers' names and marks; grids and maps, electronic data
bases; models; specifications; computer programs, internal business records;
contracts benefiting or obligating the Company; bids or proposals submitted to
-----------
any third party; technologies and methods; training processes; organizational
structure; salaries of personnel; payment amounts or rates paid to consultants
or other service providers; and other such confidential or proprietary
information. We acknowledge that this Confidential information constitutes a
valuable, special, and unique asset used by the Company and its subsidiaries and
-----------
affiliates in their business to obtain a competitive advantage over their
competitors. We agree that upon termination of this engagement, we will return
any and all such confidential information and delete such Confidential
Information from any electronic storage devices owned by us (but not computers
and storage devices owned by the Company), such as Palm Pilots and notebook
-----------
computers, upon which I may have stored such confidential information. We agree
that breach of these covenants not to disclose Confidential Information shall
cause immediate and irreparable injury to the Company.
------------
Indemnity
---------
Each party shall indemnify, defend and hold harmless the other party from any
and all liability, loss, claims, lawsuits, damages, injury, costs (including
reasonable attorney's fees) or expenses ("Claims") arising out of or incident to
the performance or nonperformance of any act or responsibility under this
agreement by such indemnifying party; provided that, any indemnity required
under this paragraph shall exclude Claims resulting from any consequential,
future or speculative damages. Notwithstanding the foregoing provisions of this
paragraph, the Company shall indemnify, defend and hold harmless Consultant from
-----------
any all Claims arising out of or incident to Consultant's actions on behalf of
the Company, including attendance at meetings, negotiation and advice, that
involve the Company's financial and other related matters.
--------------
Acceptance
----------
Please indicate your agreement with the terms of this letter by signing one copy
in the space provided below and returning it to me.
Sincerely,
/S/ XXXX XX XXXXXXX
----------------------
Xxxx Xx Xxxxxxx
ACCEPTED AND AGREED AS OF October 4, 2002
/S/ XXXXXXX XXXXXX
--------------------
Xxxxxxx Xxxxxx, President and Chief Executive Officer
EXHIBIT 10.13
CONSULTING AGREEMENT
October 4, 2002
-----------------
Re: Consulting Engagement For Mergers and Acquisitions
Agreement between Xxxxx-Xx Industries, Inc. (the "Company") and Xxxxxxx
Xxxxxxxxx (the "Consultant")
Dear Xx. Xxxxxx:
This letter is to confirm the terms of my engagement as an independent
consultant ("Consultant") to Xxxxx-Xx Industries, Inc. (the "Company"). We are
engaged to assist the Company advertising and marketing consulting services.
------------
Term of Engagement
--------------------
The term of the engagement shall be for the three (3) month period ending
December 31, 2002.
-------------------
Consulting Fee
---------------
Three hundred thirty three thousand, three hundred thirty-four (3,333,334)
shares are being issued to Xxxxxxx Xxxxxxxxx for advertising and marketing
consulting services to be rendered to the Company. The above will be due to us
-----------
unrestricted on the date this agreement is signed. The shares will be forwarded
to me as soon as reasonably possible after this date.
Confidentiality
---------------
I agree that during the term of this engagement I will not invest, nor promote
the Company's publicly traded shares or participate in any activity that is or
-------
may be competitive with the Company, that might create a conflict of interest
-----------
with the Company, or that otherwise might interfere with the business of the
---
Company, or any affiliate of the Company. I also agree that both during the
------- -----------
engagement and after the engagement terminates I will neither misuse nor
improperly disclose any Confidential Information of the Company that I may have
used, acquired or added to while engaged by the Company. "Confidential
-----------
Information" means and includes confidential or proprietary information or trade
secrets that have been developed or used (or will be developed or used) and that
cannot be readily obtained by third parties from outside sources. Confidential
Information includes, by way of example and without limitation, the following:
information regarding assets, investors, customers, employees, contractors, and
the industry not generally known to the public; strategies, methods, books,
records, and documents; technical information concerning products, equipment,
services, and processes; procurement procedures and pricing techniques; the
names of and other information concerning customers, investors, and business
affiliates (such as contact name, service provided, pricing for that customer,
amount of services used, credit and financial data, and/or other information
relating to the Company's relationship with that investor or customer); pricing
-------------
strategies and price curves; plans and strategies for expansion or acquisitions;
budgets; investor lists, customers lists; research; weather data; financial and
sales data, trading terms; evaluation, opinions, and interpretations of
information and data; marketing techniques; prospective investors' names,
investors' and customers' names and marks; grids and maps, electronic data
bases; models; specifications; computer programs, internal business records;
contracts benefiting or obligating the Company; bids or proposals submitted to
-----------
any third party; technologies and methods; training processes; organizational
structure; salaries of personnel; payment amounts or rates paid to consultants
or other service providers; and other such confidential or proprietary
information. We acknowledge that this Confidential information constitutes a
valuable, special, and unique asset used by the Company and its subsidiaries and
-----------
affiliates in their business to obtain a competitive advantage over their
competitors. We agree that upon termination of this engagement, we will return
any and all such confidential information and delete such Confidential
Information from any electronic storage devices owned by us (but not computers
and storage devices owned by the Company), such as Palm Pilots and notebook
-----------
computers, upon which I may have stored such confidential information. We agree
that breach of these covenants not to disclose Confidential Information shall
cause immediate and irreparable injury to the Company.
------------
Indemnity
---------
Each party shall indemnify, defend and hold harmless the other party from any
and all liability, loss, claims, lawsuits, damages, injury, costs (including
reasonable attorney's fees) or expenses ("Claims") arising out of or incident to
the performance or nonperformance of any act or responsibility under this
agreement by such indemnifying party; provided that, any indemnity required
under this paragraph shall exclude Claims resulting from any consequential,
future or speculative damages. Notwithstanding the foregoing provisions of this
paragraph, the Company shall indemnify, defend and hold harmless Consultant from
-----------
any all Claims arising out of or incident to Consultant's actions on behalf of
the Company, including attendance at meetings, negotiation and advice, that
involve the Company's financial and other related matters.
--------------
Acceptance
----------
Please indicate your agreement with the terms of this letter by signing one copy
in the space provided below and returning it to me.
Sincerely,
/S/ XXXXXXX XXXXXXXXX
-----------------------
Xxxxxxx Xxxxxxxxx
ACCEPTED AND AGREED AS OF October 4, 2002
/S/ XXXXXXX XXXXXX
--------------------
Xxxxxxx Xxxxxx, President and Chief Executive Officer
