Exhibit 99.7
CONSULTING AGREEMENT, dated the 1st day of August, 2002, by and between Augrid
of Nevada, Inc., a Nevada Corporation, doing business at The Park Building, 000
Xxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, Xxxx 00000 (the "Company"), and Merchants
Barter Exchange, Inc., (New Jersey Corporation) and R. Xxxxxxx Xxxxxx, an
individual, doing business at 000 Xxxxx Xxxxxx, Xxxxx, Xxx Xxxxxx (the
"Consultant").
W I T N E S S E T H :
WHEREAS, the Consultant provides a service (the "Services") to match persons or
entities whom are potential purchasers of the Company's goods and services and
persons or entities whom are potential sellers of goods and services to the
Company; and
WHEREAS, the Company desires to obtain the benefit of Consultant's
services; and
WHEREAS, the Company's management has determined that it would be
in the best interest of the Company to make use of the Consultant's knowledge
and experience; and
WHEREAS, Consultant desires to serve as consultant to the
Company;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements herein contained the Company and the Consultant hereby
agree as follows:
1. Term. The Company hereby engages Consultant to render the consulting
services as hereinafter set forth, and Consultant hereby agrees to render such
services for a period commencing the date hereof and terminating on July 31,
2003 (the "Term").
2. Consulting Services. The Company hereby retains the Consultant, and the
Consultant agrees, to render to the Company during the Term hereof in connection
with Services, from time to time, and as the Chief Executive Officer of the
Company may reasonably request, under the normal procedures of the Consultant.
3. Consulting Fees. In consideration for (i) the availability of Consultant to
render the services, (ii) the services to be rendered by Consultant during the
Term, and (iii) the other provisions of this Agreement, the Company shall
promptly issue to the Consultant 200,000 shares of the Company's common stock,
which shares shall be subject to S-8 Registration.
4. Expenses. Upon submission of proper vouchers or other similar evidence of
expenditures, the Company shall, upon request by Consultant, reimburse
Consultant for all reasonable travel and out-of-pocket expenses incurred by
Consultant in connection with services requested and rendered hereunder. All
expense items require the prior approval of the Company.
5. Notices. All notices, requests, demands and other communications hereunder
shall be in writing and shall be deemed to have been duly given when either
served personally or two (2) business days after being sent priority next day
delivery by a nationally recognized courier or three (3) business days after
being mailed by certified or registered mail, return receipt requested; or to
such address or to such persons as either party shall have last designated by
written notice to the other.
6. Assignability. This Agreement shall inure to the benefit of and be binding
upon the parties, their successors and permitted assigns. Neither party may
assign this Agreement or its rights or obligations hereunder without the prior
written consent of the other party.
7. Entire Agreement. This instrument constitutes the entire agreement of the
parties hereto with respect to the subject matter hereof and supercedes all
prior agreements and understandings, written or oral, among them with respect to
the subject matter hereof. This Agreement may be modified only by a written
instrument signed by the parties.
8. Governing Law. This Agreement shall be governed by and construed (both as to
validity and performance) and enforced in accordance with the laws of the State
of New York without giving effect to the conflicts or choice of law provisions
thereof.
9. Counterparts. This Agreement may be executed in counterparts each of which
shall be deemed an original and all of which taken together shall constitute one
and the same agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the date first above written.
Augrid Of Nevada, Inc.
----------------------------------
By: X.X. Xxxxxxx, President
Merchants Barter Exchange, Inc.
-----------------------------------
R. Xxxxxxx Xxxxxx, President
