Exhibit 10.4
CONSULTING AGREEMENT
This Consulting Agreement ("Agreement") is made effective this 15th day of
August, 2003, by Pacific Charter Financial Services Corporation of 00000 Xxxxxx
Xxxxxxx, XXX 000, Xxxxxx Xxxxxx, Xxxxxxxxxx 00000, a Nevada corporation
("Consultant") and Millenium Holding Group, Inc., of 00 Xxxx Xxx Xxxxx,
Xxxxxxxxx, Xxxxxx 00000, a Nevada corporation, ("Client") with respect to the
following:
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THAT, Consultant is in the business of providing general business
consulting services to privately held and publicly held corporations; and
THAT, Client is in need of funds, either debt or equity and requests
Consultant to assist the Company to obtain such funds in an amount stated herein
or agreed to at the time.
THAT, Client desires to retain Consultant to provide corporate and business
consulting services as stated below, and
THAT, for the purposes of this Agreement, "Client" shall mean to include
entities affiliated with Client, as in Exhibit "A" attached hereto".
In consideration of the mutual promises, covenants and agreements contained
herein, and for other good and valuable consideration, the receipt and adequacy
of which is expressly acknowledged, Client and Consultant agree as follows:
I. Engagement of Consultant.
1. To access, analyze and develop a plan of strategic growth strategies.
2. To develop a plan to raise funds in the amount of $ 5,000,000 (U.S.) from
the following:
a. Consultant has developed a proprietary program entitled "Pargro
Performance(TM)" and Client, under a separate agreement, reserves the above
amount from monies raised through a Regulation D, Rule 506 Private
Placement (the "Fund").
i. Consultant shall be paid for its services in accordance with this
Agreement.
ii. Client understands and agrees that the services being undertaken
shall survive the life of this Letter Agreement.
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3. Provide on-going assessment and coaching as to the business affairs of
Client during the term of this agreement.
a. This Consulting Agreement is for a term of One Year.
4. Provide additional services as stated herein or attached as an addendum
hereto to become a part hereof.
II. Duties and Responsibilities.
1. Pre Funding: Consultant shall process and receive the documentation with
regard to the raising of funds:
a. Structure and implement the raising of funds in such amount as agreed
upon, or as developed through the adjustment of the Client's Business Plan,
marketing plan and financial projections. b. Prepare or have prepared such
documentation as necessary for the raising of funds. c. Be available to the
staff and Board of Directors by telephone to evaluate the company's
business progress and decisions necessary for the growth of Client.
2. Post Funding.
a. Establish with Client overview and audit procedures not inconsistent
with the rules and regulations of the Securities and Exchange Commission
and any other regulatory agency. b. Meet monthly in person, and/or weekly
by phone, or as necessary during the term of this engagement for the
continuation of Client's growth. c. Be available to assist Client with
additional financing and service requests, at additional compensation as
stated on the enclosed amendment, which when attached hereto is
incorporated therein.
III. Client Responsibilities. In order to carry out its engagement, following
are listed items the Client is required to provide:
1. Client's current augmented Business Plan, projections, use of proceeds,
timeline, and current financial statement within 15 days from signature
herein. The Business Plan setting forth your goals and projections for the
ensuing three (3) - five (5) years augmented for the Pargro Performance(TM)
Offering.
2. Completion of Due Diligence Questionnaire.
3. Should Legal services be required: Client shall engage Securities
Attorneys, at Client's cost, to provide services to Client.
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IV. COMPENSATION FOR SERVICES:
1. Consultant shall receive a One (1) year on-going advisory fee of $100,000
from the proceeds of the Pargro Performance(TM) Fund.
a. A pay order shall allow disbursement of funds from the Pargro
Performance(TM) Fund, after Client's receipt of $500,000, thereafter paying
as follows until the $100,000 advisory fee is paid: At a rate of 25% of
disbursement to Consultant and 75% to Client until fully paid.
b. The term is One (1) year from the date of signature to this Agreement
for services as stated herein.
2. Client may request additional services at agreed compensation, which is
attached pursuant to Schedule 1, and included herein by this reference.
3. Common Stock. Consultant shall have the right to purchase Common Stock of
the Company equal to Five (5%) Percent of the issued and outstanding
shares:
a. Shares shall be purchased at a price equal to the bid price of the
Company's common stock at the first disbursements of proceeds from the
Pargro Performance Fund.
b. The shares will be purchased on an incremental basis proportionate to
the funds received by Participant from the proceeds of the Pargro
Performance Offering, up to a total of Five (5) Percent of the issued and
outstanding shares, as stated above.
c. Whether or not this Consulting Agreement is still in effect Consultant
shall be allowed to purchase the shares stated above at the same price as
originally purchased for a term of three (3) year.
d. Consultant shall have the right to designate the issuance of these
shares, in whole or in part.
e The certificates for these shares shall be issued by Client, or transfer
agent, as stated herein.
f. The shares issued to Pacific Charter shall carry a legend pursuant to
Rule 144, required by the Securities and Exchange Commission at the time of
issue. However, Client agrees and shall confirm by issuance of a Resolution
from its Board of Directors that the Consultant's shares of Client, in
whole or in part, shall be a part of any registered CLIENT offering.
V. EXPENSES.
Travel, printing, promotional materials, postage, courier services, labor, show
materials, and any and all costs advanced at Client's request and approval are
to be invoiced by Consultant and paid within 30 days. If Client terminates this
Agreement as stated herein, any monies advanced by Consultant shall be
reimbursed.
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VI. TERMS AND CONDITIONS TO ENGAGEMENT.
1. Consultant is an independent contractor and is not to be deemed an employee
of CLIENT. CLIENT has no control over Consultant's time, place of business
or number of hours spent towards the engagement.
2. Termination:
a. This Agreement is contingent upon Client reserving a portion in the
Pargro Performance Fund. Should Client not participate by termination,
non performance, or rejection by Manager of the Fund, this Agreement
becomes null and void.
b. Consultant may terminate this Agreement for non-payment, or if an
unanticipated material change occurs in CLIENT's financial condition,
management malfeasance, and/or federal or state laws and/or
regulations make continued performance under this Agreement
unreasonable. All fees and expenses due hereunder shall become
immediately due and payable
c. This Agreement may be terminated by either party with a 30 day notice
in writing, however, the fees and compensation deemed earned or
non-cancelable shall be paid in full.
d. If the engagement period ends, Client may exercise an option to extend
for up to an additional 12 months at a rate to be negotiated. If the
engagement is not extended, then work shall cease, and all fees and
expenses due hereunder shall become immediately due and payable.
3 Consultant will faithfully perform the duties stated herein to the best of
its experience, ability, and talents. Consultant works on a team basis.
Individual team members may participate in various duties and phases of
this engagement. CLIENT understands and acknowledges that the success or
failure of Consultant's efforts will be predicated on CLIENT's performance
and Consultant's best efforts.
a. In the event of Terrorist activities or natural disasters that delay
the ability to perform the services stated herein, Client shall not
hold Consultant responsible for delays or inability to perform due to
the conditions for which Consultant has no control.
4. This Agreement may be amended in writing between the parties hereto.
5. The validity, interpretation and performance of this Agreement shall be
governed by the laws of the State of California, County of Orange.
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6. Arbitration. The parties agree that any dispute that cannot be resolved
between them shall be arbitrated under the rules of the American
Arbitration Association at a mutually agreeable location in the County of
Orange, State of California. The parties agree that Arbitration shall have
one Arbitrator if the amount shall not exceed $500,000, and three
Arbitrators if the amount shall be $500,001 and above. Any judgment
rendered by the Arbitrators may be entered in any court having competent
jurisdiction thereover.
7. Hold Harmless. Client shall hold Consultant harmless from any suit or lien
brought about due to Client's operation of its business, including but not
limited to Royalty Revenue Interest Holders and Stockholders.
8. Further Documents. Each party hereto agrees to promptly execute any and all
further documents and to undertake such further acts as may be necessary or
appropriate to effectuate the terms of this Agreement and agrees that it
will cooperate with the other party to effectuate the intention of this
Agreement.
9. Counterparts/Facsimile. This Agreement may be executed in counterparts and
all parties shall deem each such counterpart, the equivalent of any
original thereof upon the execution of this Agreement. Facsimile signatures
shall be accepted as original.
10. Binding Effect. This Agreement is and shall be binding upon the parties,
their successors and assigns. The undersigned warrant that they are
authorized to execute this Agreement on behalf of their respective parties.
11. Severability. In the event that any term or provision of this Agreement
shall for any reason be held to be invalid, illegal, or unenforceable in
any respect, such invalidity, illegality, or unenforceability shall not
affect any other term or provision and this Agreement shall be interpreted
and construed as if such term or provision, to the extent the same shall
have been held to be invalid, illegal, or unenforceable, had never been
contained herein.
12. Integration. This Agreement represents the entire understanding between the
parties hereto with respect to the subject matter hereof and this Agreement
supersedes all previous representations, understandings, or agreements,
oral or written, between the parties with respect to the subject matter
hereof and may not be amended except in writing.
The below signature is signed by an authorized officer of the Company and the
Board of Directors agrees to be bound by the terms and conditions stated herein.
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IN WITNESS WHEREOF, the parties have executed this Agreement on the date herein
above written.
PACIFIC CHARTER FINANCIAL SERVICES MILLENIUM HOLDING GROUP, INC.
CORPORATION
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Xxxxx Xxxxxx Xxxxxxx, President Xxxxxxx Xxx, President
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SCHEDULE 1
ADDITIONAL SERVICES
PLEASE LIST ADDITIONAL SERVICES REQUESTED:
CONDITIONS TO SERVICES:
COMPENSATION:
The above services are hereby approved:
CLIENT:___________________________________ DATED:_____________________
AUTHORIZED BY:_________________________________ TITLE:_____________________
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EXHIBIT "A"
The term "Clients" as used herein shall include the following, jointly and
severally, its subsidiaries and affiliates, as well as corporations and entities
formed during the course of the Agreement:
Names:
Millenium Holding Group, Inc.
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