EXHIBIT 10.3
Comprehensive Resource Advisors
MANAGEMENT CONSULTING AGREEMENT
This AGREEMENT is made this 1st day of August 2001 between Panama Industries,
Inc. (THE COMPANY) with its principle business offices located at 00 Xxxxx
Xxxxxxxx, Xxxxxxxxxx, Xxx Xxxx 00000 and Comprehensive Resource Advisors, Inc.,
(THE FIRM), with its principle business offices located at 000 Xxxxxx Xxxxxx,
Xxxxxxx, XX 00000, and is deemed to be effective as of this date, August 1st,
2001.
During the last 15 years, the principals of THE FIRM have had extensive
Management Consulting experience with a variety of private and public
corporations. This AGREEMENT pertains to retaining THE FIRM as Management
Consultants, reporting directly to the Chairman of THE COMPANY, unless
specifically directed otherwise. THE COMPANY wishes to retain THE FIRM and
accordingly THE FIRM and THE COMPANY agree to as follows:
1. Services
a. THE FIRM, shall provide sound advice and other consulting services to
THE COMPANY with respect to matters related to the operations,
technology, control, management, and financing of THE COMPANY.
b. THE FIRM will utilize their best efforts to provide the services to
THE COMPANY
c. THE FIRM will be available to discuss any and all company matters that
are presented, within a reasonable period of time and with a high
degree of discretion.
d. THE COMPANY on a monthly basis will provide the "NOBO" Report to THE
FIRM. THE COMPANY will provide to THE FIRM the Weekly DTC Report.
e. THE FIRM can and will provide the following list of services at the
request of THE COMPANY and with an agreed upon cost for each specific
service identified.
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Description of Special Services Available
1. Management Consulting
2. SEC Filings
3. Merger & Acquisition Advice
4. Due Diligence Effort
5. Investor Relations
6. Public Relations
7. Facilitate Introductions to Broker/Dealers Firms
8. Facilitate Introductions to Investment Banking Firms
9. Strategic Market Analysis
10. Financial Analysis
11. Organizational Analysis
12. Web Site Development
13. Coordinate Work Between Other Professionals
2. Compensation
a. A retainer of 250,000 shares of THE COMPANY'S Common Stock with
immediate registration rights for consideration of the consulting
services provided by the THE FIRM, shall be made available upon the
signing of this AGREEMENT. This retainer is a non-refundable payment
made to engage the resources of THE FIRM
b. It is understood that the usual rate for THE FIRM is $500 per hour, in
lieu of this, THE FIRM will accept and THE COMPANY will deliver to THE
FIRM, located at 000 Xxxxxx Xxxxxx, Xxxxxxx, XX 00000, a block of
shares of THE COMPANY Common Stock.
c. Upon presentation of receipts, THE COMPANY, agrees to pay all
necessary and reasonable business expenses for any and all tasks
assigned to THE FIRM, including, but not limited to travel,
entertainment, and material supplies.
3. Competition
a. THE FIRM represents to THE COMPANY that they do not have any AGREEMENT
to provide consulting services to any other party, firm, or company in
the same industries as THE COMPANY, and will not enter into any such
AGREEMENT during the term of this AGREEMENT.
4. Confidentiality
a. THE FIRM agrees that it will not communicate to any person, firm, or
corporation any information relating to customer lists, prices,
secrets, advertising, nor any confidential knowledge or secrets which
he might from time to time may acquire with respect to the business of
THE COMPANY or any of its affiliates or subsidiaries. This clause
shall survive for one year after the termination of this AGREEMENT.
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5. Defense and Indemnification
a. THE COMPANY agrees, at its sole expense, to defend THE FIRM, and to
indemnify and hold the THE FIRM harmless from, any claims or suits by
a third party against the THE FIRM or any liabilities or judgments
based thereon, either arising from THE FIRM's performance of services
for THE COMPANY under this AGREEMENT or arising from any Company
products which result from THE FIRM's performance of general services
under this AGREEMENT provided THE FIRM is not liable for any
intentional act or negligence.
6. Term and Termination
a. This AGREEMENT shall be for a term of 12 months, and is renewable upon
reasonable terms and conditions as may be agreed upon by THE COMPANY
and THE FIRM. THE FIRM must be notified in writing, no less than 60
days prior to the termination of this agreement of THE COMPANY's
intention not to renew.
b. Termination is upon 60 days written notice between either of the
parties to this AGREEMENT
7. Miscellaneous
a. Any and all work generated on behalf of THE COMPANY including but not
limited to: databases, models, charts and, presentations, which will
remain the sole ownership of THE COMPANY and will be turned over to
THE COMPANY as required.
b. The relationship created by this AGREEMENT shall be that of
independent contractor, and THE FIRM shall have no authority to bind
or act as agent for THE COMPANY or its employees for any purpose,
unless specifically designated by the Chairman in writing.
c. Notice given by one party to the other hereunder shall be in writing
and deemed to have been properly given or paid if deposited with the
United States Postal Service, registered or certified mail, addressed
as follows:
THE COMPANY Panama Industries, Inc.
00 Xxxxx Xxxxxxxx Xxxxxxxxxx, Xxx Xxxx 00000
THE FIRM Comprehensive Resource Advisors, Inc.
000 Xxxxxx Xxxxxx, Xxxxxxx, Xxx Xxxx 00000
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d. This AGREEMENT replaces any previous AGREEMENT and the discussions
relating to the subject matters hereof and constitutes the entire
AGREEMENT between THE COMPANY and THE FIRM with respect to the subject
matters of this AGREEMENT. This AGREEMENT may not be modified in any
respect by any verbal statement, representation, or AGREEMENT made by
any employee, officer, or representative of THE COMPANY, or by any
written documents unless it is signed by an officer of THE COMPANY and
by THE FIRM.
IN WITNESS WHEREOF, the parties have executed this AGREEMENT effective the date
first stated above. This AGREEMENT is bound under the Laws of the State of New
York and shall be construed and enforced in accordance with those laws. Any
remedies on breach of the AGREEMENT will be determined exclusively through
binding arbitration provided by the New York State court system.
By:__________________________________ ________________
Xxxxxx Xxxxxxx- Chairman of the Board Date
By: _________________________________ ________________
Xxx Xxxxxxxxxx - President Date
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