EXHIBIT 10.8 Consulting Agreement between Xxx Xxxxxxx and GFY Foods, Inc. dated
January 28, 2004
CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") made as of January 28,2004 by and
between Xxx Xxxxxxx ("Consultant) and GFY Foods, Inc., a Nevada Corporation
("Company").
WITNESSETH
WHEREAS, the Company requires and will continue to require business services
relating to investor relations and the providing and distributions of press
releases for the Company; and
NOW, THEREFORE, in consideration of the mutual covenants hereinafter stated, it
is agreed as follows:
1. APPOINTMENT
The Company hereby engages Consultant and Consultant agrees to render various
business services to the Company upon the terms and conditions hereinafter set
forth.
2. TERMS
The term of this Agreement began as of the date of this Agreement, and shall
terminate on July 3, 2004, unless earlier terminated in accordance with
paragraph 7 herein or as extended by the parties from time to time.
3. SERVICES
During the term of this Agreement, Consultant shall provide advice to, undertake
for and consult with the Company concerning implementing investor relations
programs through the internet, preparing press releases and the distribution of
same. The Consultant agrees to provide the above services in a timely and
professional manner.
4. DUTIES OF THE COMPANY
The Company shall provide Consultant, on a regular and timely basis, with all
data and information about it, its subsidiaries, its management, its products
and services and its operations as shall be reasonably requested by Consultant,
and shall advise Consultant of any facts which would affect the accuracy of any
data and information previously supplied pursuant to this paragraph. The Company
shall supply Consultant with full and complete copies of all brochures or other
sales materials relating to its products and services.
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IN WITNESS WHEREOF, this Agreement has been executed by the Parties as of the
date first above written.
COMPANY CONSULTANT
GFY Foods, Inc.
By: /S/ XXXXXX XXXXXXX By: /S/ XXX XXXXXXX
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Xxxxxx Xxxxxxx, President Xxx Xxxxxxx
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EXHIBIT 10.9 Consulting Agreement between GFY Foods, Inc. and Xxxxxx Xxxxxxx
dated February 25, 2004
CONSULTING AGREEMENT
This agreement is made effective as of February 25,2004; . and between GFY
Foods, Inc., a Nevada Corporation, (hereinafter "GFY") and., Xxxxxx Xxxxxxx
(hereinafter "Consultant") as an independent contractor, in order to memorialize
and confirm their respective duties, rights and obligations.
RECITALS
WHEREAS, Consultant is knowledgeable about certain businesses of interest for
potential acquisition by GFY; and
WHEREAS, GFY is involved in the acquisition and operations of various
businesses, including food and beverage services, and wishes to expand its line
of business.
NOW, THEREFORE, the parties have entered into this Agreement as a means of
securing to themselves the benefits and advantages of their mutual interests and
goals with respect to the business of GFY.
1. CONSULTING SERVICES. Consultant shall assist GFY in conducting due diligence
on potential acquisition targets. Consultant shall also seek out and attempt to
identify the availability of strategic partnerships, acquisition candidates or
other business opportunities of interest to GFY.
2. TERM OF AGREEMENT. Unless extended by a separate written agreement, the term
of this Agreement shall be one (1) year from the date of its execution.
3. TERMINATION. GFY may terminate this Consulting Agreement at any time for
"cause". Cause shall be defined as 1) disregard of a direct order of the Board
of Directors or any Officer of GFY, 2) conviction of a felony or any crime
involving moral turpitude, 3) taking unjustified actions against GFY that the
Board of Directors believe materially harm GFY, or 4) the lack of success in
delivering acquisition candidates or in the negotiation of settlements in the
sole opinion of GFY.
4. PAYMENT FOR CONSULTING SERVICES. During the term of this Agreement, GFY shall
pay to Consultant a one-time payment in the amount often thousand dollars
($10,000.00). This fee may be paid in cash or in shares of freely trading stock
in GFY that have been registered in a form S-8 filed on behalf of GFY with the
SEC. The method of payment shall be at the sole discretion of GFY. For purposes
of valuation of any stock issued to Consultant, the bid price on the date of
delivery of the shares shall be used.
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5. EXPENSES. Consultant shall be responsible for the payment of any expenses
incurred in providing services to GFY under this agreement unless such expense
is agreed to be paid by GFY in writing. GFY is not bound to reimburse any
expense that is not approved in writing prior to incurring the expense. This
paragraph may be modified in a written agreement signed by both parties.
6. NO RELIANCE ON GFY. Consultant shall not rely upon or use any license or
license number that may be maintained from time to time by GFY. Consultant shall
also maintain in force any business license required by local governmental
entities.
7. NO OFFICE PROVIDED Consultant shall maintain his own offices from which to do
work under this Agreement, provided, however, that GFY may permit reasonable use
of its facilities to Consultant from time to time when such an arrangement may
promote the purposes of this Agreement. Notwithstanding any of the foregoing,
the times and places at which Consultant renders services to GFY under this
agreement are to be at the discretion of Consultant, provided that each job is
completed in a timely and otherwise professional manner.
8. ENTIRE AGREEMENT. This agreement encompasses all the terms of the agreement
between the parties hereto, and this agreement supersedes any and all other
agreements, either orally or in writing, between the parties hereto with respect
to the matters discussed herein. Any modifications of this agreement will be
effective only if set forth in a writing signed by both parties.
9. SEVERABILITY Whenever possible, each provision of this agreement shall be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this agreement shall be prohibited or invalid under
applicable law, such provision shall be ineffective only to the extent of such
prohibition or invalidity, without invalidating the remainder of such provision
or of the remaining provisions of this agreement.
10. GOVERNING LAW This agreement shall be construed in accordance with, and
governed by, the laws of the State of Illinois.
CONSULTANT
/S/ XXXXXX XXXXXXX
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By: Xxxxxx Xxxxxxx
Date: Feb 24, 2004
GFY FOODS, INC
/S/ XXXXXX XXXXXXX
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Xxxxxx Xxxxxxx, its President
Date: Feb 24, 2004
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