CONSULTING AND ADVISORY AGREEMENT
This Consulting and Advisory Agreement ("Agreement") is made and
entered into effective this lst day of September, 2000, by and between XXXXX
XXXXX D/B/A XXXXX CAPITAL ASSOCIATES ("GROSS") and IVP TECHNOLOGY CORPORATION
(THE "COMPANY").
RECITALS
X. Xxxxx is experienced as a consultant and advisor in the securities
industry. Gross has played a key role in his career in assisting in the
dissemination of information of certain publicly traded companies and
providing the necessary strategy for growth of the public awareness within
the companies where he has been employed. Gross is also experienced in
dealing with brokers, NASD broker/dealers, financial institutions, and
equity investors as it pertains to securities transactions and in corporate
communications in the securities industry.
X. Xxxxx is experienced at making presentations to the brokerage community in
addition to providing market analysis and NASD broker/dealer interviews
concerning the current activities of the companies with which he has been
contracted as an advisor.
C. IVP Technology Corporation (a Nevada Corporation) desires to publicize
itself with the intention of making IVP Technology Corporation's name and
business better known to shareholders, investors, and brokerage houses and
to avail itself of Gross' experience, advice, and contacts within the
brokerage community. IVP Technology Corporation desires to enter in to this
Agreement with Gross and Gross is willing to provide consulting and
advisory services to the Company under the terms and conditions of this
Agreement.
X. Xxxxx agrees to perform its consulting duties hereto as an independent
contractor. Nothing contained herein shall be considered as creating an
employer-employee relationship between the parties to this Agreement.
The Company shall not make social security, worker's compensation or
unemployment insurance payments on behalf of Gross. The parties hereto
acknowledge and agree that Gross cannot guarantee the results or
effectiveness of any of the services rendered or to be rendered by Gross
hereunder. Rather, Gross shall conduct its operations and provide its
services in a professional manner and in accordance with good industry
practice. Gross will use its best efforts and does not promise results.
NOW THEREFORE, for and in consideration of the mutual promises and
covenants contained herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:
1. ENGAGEMENT. The Company hereby retains Gross to publicize IVP Technology
Corporation to institutions, brokers, research analysts, prospective
investors, and
shareholders. Gross hereby agrees to make itself available to render its
professional advice and reasonable assistance to the Company under the
terms and conditions hereinafter set forth.
2. DUTIES. During the term of this Agreement, Gross agrees to assist and
advise the Company upon the Company's reasonable requests in the following
general areas:
a) Assistance in the dissemination of information concerning IVP
Technology Corporation to publicize itself;
b) Interviewing and sourcing qualified NASD brokers located in the United
States;
c) Assistance in the presentation of due diligence materials included in
investment memorandums and other similar matters as may be required by
industry partners, bankers, financial institutions, NASD brokers,
research analysts, and equity investors;
d) A program of communication with brokerage professionals including
institutional investors and brokers that have an interest in
securities;
e) Such other general assistance and advice that may be mutually agreed
upon.
3. COMPENSATION. The compensation to Gross for entering into this Agreement
and for the services rendered hereunder shall be in the form of (i) payment
by the Company of $2,500.00 per month as a consulting fee beginning
September 1, 2000, and continuing monthly thereafter through and including
February 1, 2001, and (ii) the issuance by the Company of Rule 144 stock
for an aggregate amount of 800,000 (eight hundred thousand) shares of the
Company's common stock, par value $0.001, symbol (OTCBB: TALL) for the
benefit of Gross. The Company shall also promptly reimburse Gross for any
printing, travel, entertainment and lodging expenses incurred by Gross in
connection with the services to be provided by Gross to the Company
pursuant to the terms of this agreement provided, however, that all such
expenses are pre-approved by the Company.
The 800,000 (eight hundred thousand) shares of Rule 144 stock as described
above shall vest and be issued to Gross in the form of 8 (eight) separate
stock certificates of 100,000 (one hundred thousand) shares each. Each
certificate shall reflect the corresponding number of shares as described
in the table below, and shall be issued and delivered to Gross within 10
(ten) days of their individual vesting date relative to the following
vesting schedule:
VESTING DATE NUMBER OF SHARES
------------ ----------------
September 15, 2000 700,000 Shares
January 1, 2001 100,000 Shares
All of the above Rule 144 stock so issued will come with "piggy-back
registration rights" to be included in any Registration Statement
undertaken by the Company. Gross shall have the right to "Piggy-back"
on any registration or offering by the Company without cost or expense
to Gross. The shares thereupon shall be unrestricted as to
transferability and the Certificates shall not bear any legends,
restrictions, or encumbrances.
If the common shares (free trading or restricted) to be issued shall
change into the same or a different number of shares of any other
class or classes of stock (whether by capital reorganization,
reclassification, stock split, reverse stock split or otherwise),
Gross shall be entitled to, instead of the common shares, a number of
shares of such other class or classes of stock adjusted to the number
of shares Gross would have received had Gross received the shares
immediately before such change was made. `
Any costs related to the issuance and delivery of shares to Gross
pursuant to the terms of this agreement shall be paid by the Company.
4. TERM. This Agreement shall be for a term of six (6) months.
5. TERMINATION. This Agreement shall terminate at the end of six (6) months
from the effective date of this Agreement.
6. ACCURACY OF INFORMATION AND INDEMNIFICATION. The Company agrees to furnish
to Gross truthful and accurate information in all respects. The Company
agrees to cooperate with Gross in the performance of Gross' consulting
services. The Company will have final approval of all brochures or
marketing material disseminated by Gross.
In connection with this Agreement, the Company and Gross hereby covenant
and agree to indemnify each other and hold the other party harmless from
and against any and all damage, claim or liability, as a result of any
breach of this Agreement by the breaching party, provided that neither the
Company nor Gross shall have any obligation to indemnify the other with
respect to any act or omission of the other that constitutes gross
negligence or willful misconduct.
7. MISCELLANEOUS.
a) Assignment. Unless otherwise agreed to in writing by both parties
hereto, the rights, obligations and benefits established by this
Agreement are not, and shall not be, assignable by either of the
parties hereto, and any such attempt of assignment shall be null and
void and of no effect whatsoever.
b) Entire Agreement. This Agreement contains the entire agreement of the
parties with respect to the subject matter hereof, and may not be
changed.
c) Waiver of Breach. The waiver by either party of a breach of any
provision of this Agreement by the other party shall not operate or be
construed as a waiver of any subsequent breach by the other party.
d) Construction of Language. The language used in this Agreement shall be
construed as a whole according to its fair meaning, and not strictly
for nor against either party.
e) Captions and Headings. The paragraph headings throughout this
Agreement are for convenience and referenced only, and shall in no way
be deemed to define, limit, or add to the meaning of any provision of
this Agreement.
f) Dispute Between Parties. Should there be a dispute as to the execution
or interpretation of this "Consulting and Advisory Agreement" that
cannot be resolved by the parties involved within a 30 day period, the
resolution shall be made through arbitration and the decision by such
arbitration committee will be binding to both parties.
g) State Law. This agreement, its interpretation, and its application
shall be governed by the laws of the State of Texas, and the parties
agree that venue shall be in the federal and state district courts of
Nueces County, Texas.
h) Counterparts. This Agreement may be executed in several counterparts,
each of which shall be an original, and such counterparts shall
together constitute one and the same instrument.
i) Costs. In the event of any legal proceeding between any of the parties
to enforce or defend the terms and rights set forth in this Agreement,
the prevailing party or parties shall be paid all costs of such legal
proceeding, including but not limited to reasonable and necessary
attorney's fees and court costs, by the other party or parties.
j) Notices and Waivers. Any notice or waiver required or permitted to be
given by the parties hereto shall be in writing and shall be deemed to
have been given, when delivered, three (3) business days after being
mailed by certified or registered mail, faxed during regular business
hours of the recipient and there is confirmation of receipt, or sent
by prepaid full rate telegram to the following address:
To Gross: Mr. Xxxxx Xxxxx
Gross Capital Associates
00000 Xxxxxxx Xxxxx
Xxxxxx Xxxxxxx, XX 00000
Phone Number (000) 000-0000
Fax Number (000) 000-0000
To the Company: Mr. Xxxx Xxxxxxx
IVP Technology Corporation
300, 00 Xxxxxxx Xxxxxx Xxxxx
Xxxxxxxxxxx, Xxxxxxx, Xxxxxx X0X 0X0
Phone Number (000) 000-0000
Fax Number (000) 000-0000
k) Binding Agreement. This Agreement shall bind and inure to the benefit
of Gross and the Company and their respective heirs, representatives,
successors and assigns.
l) Option. The Company may choose to extend this six (6) month Agreement
for an additional six (6) months with the approval, consent and
renegotiation by Gross.
IN WITNESS WHEREOF, the parties have executed this Agreement to be effective as
of the day and year first above written notwithstanding the actual date of
signatures.
XXXXX XXXXX D/B/A
GROSS CAPITAL ASSOCIATES
By: /s/ Xxxxx Xxxxx Date: 9/7/00
--------------------- --------
Xxxxx Xxxxx
IVP TECHNOLOGY CORPORATION
By: /s/ Xxxx Xxxxxxx Date: 9/5/00
--------------------- --------
Xxxx Xxxxxxx
President
PROVINCE OF ONTARIO
COUNTY OF YORK
BEFORE ME, the undersigned authority, on this day personally appeared Xxxx
Xxxxxxx, President of IVP Technology Corporation, a Nevada Corporation, known to
me to be the person whose name is subscribed to the foregoing instrument, and
acknowledged to me that he had executed the same for the purposes and
consideration therein expressed, in the capacity therein stated, and as the act
and deed of said corporation.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the 5th day of September,
2000.
/s/ ??????
----------------------------
Notary Public in and for
the Province of Ontario
STATE OF TEXAS
COUNTY OF NUECES
BEFORE ME, the undersigned authority, on this day personally appeared Xxxxx
Xxxxx D/B/A Gross Capital Associates, known to me to be the person whose name is
subscribed to the foregoing instrument, and acknowledged to me that he had
executed the same for the purposes and consideration therein expressed.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the 7th day of September,
2000.
/s/ Xxxxxxxx Xxxxx Xxxxxxxx
----------------------------
Notary Public in and for
the State of Texas
[NOTARY STAMP]
