Exhibit 10.6
CONSULTING AGREEMENT
AGREEMENT made this 1st day of September, 1999, by and between
Main Street IPO LLC ("Main Street"), with principal offices at 000 Xxxxxx Xxxx,
Xxxxx Xxxxxxxxx, Xxx Xxxxxx 00000, and XXXX X. XXXXXX ("Consultant"), residing
at 000 Xxxxxxx Xxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000.
WHEREAS, Consultant is in the business of identifying
companies seeking to underwrite an offering of their securities; and
WHEREAS, Consultant desires to provide services to Main
Street; and
WHEREAS, Consultant and Main Street have agreed that
Consultant shall render the services set forth below to Main Street and its
affiliates until the terms and subject to the conditions set forth below.
NOW, THEREFORE, in consideration of mutual promises and
covenants contained herein, the parties agree as follows:
1. ENGAGEMENT. Main Street hereby engages the Consultant to
render to Main Street the services described herein for a period of twenty-four
(24) months commencing on the date hereof (the "Term"). The Term may be extended
or renewed upon the written agreement of Main Street and Consultant prior to the
expiration of the initial Term hereof on such terms as the parties may negotiate
at the time of extension or renewal. This Agreement may be terminated as set
forth in Section 7 hereof.
2. SERVICES. For the term of this Agreement, Consultant shall
render to Main Street services consisting of the identification, procurement and
introduction of potential clients to Main Street and its subsidiary, CEO Letter
Inc.; the performance of due diligence on investments by Main Street; strategic
planning opportunities for Main Street; assisting potential clients of Main
Street in structuring their offerings; and such other services as may reasonably
be requested by Main Street, provided such services are consistent with the
development of business by Consultant for Main Street.
3. COMPENSATION. In consideration for providing the services,
Consultant shall receive an annual fee of $100,000 payable in monthly
installments of $8,334 at the end of each month. Should Main Street utilize a
shorter pay period, then Consultant shall be paid pursuant to that shorter pay
period.
4. NOTICE. Any and all notices from either party to the other
which may be specified by, or otherwise deemed necessary or incident to this
Agreement shall, in the absence of hand delivery with return receipt requested,
be deemed to have been duly given when mailed if the same shall be sent to the
address of the party set out on the first page of this Agreement by registered
or certified mail, return receipt requested, or express delivery (e.g., Federal
Express).
5. ASSIGNABILITY. Neither this Agreement nor any of the rights
or obligations set forth herein shall be assignable.
6. ENTIRE AGREEMENT; AMENDMENT. This Agreement contains the
entire agreement between Main Street and the Consultant with respect to the
subject matter hereof. This Agreement may not be amended, changed, modified or
discharged, nor may any provision hereof be waived, except by an instrument in
writing executed by or on behalf of the party against whom enforcement of any
amendment, waiver, change, modification or discharge is sought. No course of
conduct or dealing shall be construed to modify, amend or otherwise affect any
of the provisions hereof.
7. TERMINATION. Main Street may terminate this Agreement with
or without cause upon delivery of fifteen (15) days prior written notice thereof
to the Consultant. Such termination shall be effective as set forth in Section 4
above and shall terminate the Consultant's obligations hereunder and shall
terminate the Consultant's right to further compensation hereunder; provided,
however, that termination shall not impair the Consultant's right to receive the
compensation issuable to her up to and through the date of such termination.
8. CONFIDENTIAL INFORMATION. By reason of performance under
this Agreement, the Consultant may have access to and may obtain specialized
knowledge, trade secrets and confidential information about the business and
operation of Main Street, its subsidiaries and divisions thereof. Therefore, the
Consultant hereby agrees that she shall keep secret and retain in confidence and
shall not use, disclose to others, or publish, other than in connection with the
performance of services hereunder and in accordance herewith, any information
relating to the business, operation or other affairs of Main Street, its
subsidiaries and divisions thereof, which information is acquired in the course
of providing services for Main Street. To the extent that any of such
information may be deemed from time to time to be "material non-public
information" as construed under the Securities Exchange Act of 1934, the
Consultant hereby agrees not to purchase or sell (or offer to purchase or sell)
any of Main Street's securities while in possession of information which may be
so deemed to be "material non-public information".
9. APPLICABLE LAW. This agreement shall be construed and
enforced in accordance with the laws of the State of New York without regard to
the principles of conflicts of laws thereof and shall inure to the benefit of
and be binding upon the Consultant and Main Street and their respective legal
successors and assigns.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the day and year first above written.
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XXXX X. XXXXXX
MAIN STREET IPO LLC
By:
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Xxxxxx Xxxxxxx, President
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