CONSULTING AND LEGAL SERVICES AGREEMENT This Agreement is made effective as of the 20th day of June, 2003, and memorializes the oral agreement by and between Newlan & Newlan, Attorneys at Law, a Texas general partnership consisting of L. A. Newlan,...
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EXHIBIT 10.23 |
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CONSULTING AND LEGAL SERVICES AGREEMENT
This Agreement is made effective as of the 20th day of June, 2003, and memorializes the oral agreement by
and between Xxxxxx & Xxxxxx, Attorneys at Law, a Texas general partnership consisting of X. X. Xxxxxx, Jr. and
Xxxx Xxxxxx ("Consultant"), and Covenant Financial Corporation, a Delaware corporation (the "Company").
WHEREAS, Consultant possesses experience in the field of international and domestic financing,
domestic and international taxation, Federal and state securities laws, secondary securities trading,
business acquisitions and dispositions and matters of general and special law; and
WHEREAS, the Company is a publicly-held company required to file periodic reports pursuant to
the requirements of the Securities Exchange Act of 1934; and
WHEREAS, the Company desires advice and guidance relating to the areas of expertise of
Consultant, as aforesaid; and
WHEREAS, the Company desires to hire Consultant and Consultant is willing to accept the
Company as a client.
NOW THEREFORE, in consideration of the mutual covenants herein contained, it is agreed:
1. The Company hereby engages Consultant to render advice and counsel with respect to law,
corporate organization, corporate finance, business opportunities and taxation. Consultant hereby accepts such
engagement and agrees to render such advice throughout the term of this Agreement.
2. The services to be rendered by Consultant hereunder shall consist of the following:
A. Giving advice and counsel on legal compliance by the Company with all securities laws
and regulations and communications laws and regulations applicable to its business, state, federal and foreign;
B. Giving advice and counsel on legality of corporate business transactions, contracts,
including drafting and, at the Company's request, negotiation of contracts;
C. Giving advice and counsel on business strategies, corporate finance, secondary trading in
the Company's securities, advice and, at the Company's request, assistance in negotiation and evaluation of mergers,
consolidations and acquisitions, spin-offs, split-ups and other dispositions and re-capitalizations;
D. Giving advice and counsel on matters of income taxation, domestic and international, and
matters relating to import and export laws and regulations; and
E. Giving advice and counsel in matters relating to protection and preservation of assets of
the Company, including, without limitation, engaging in litigation in courts in which Consultant is, or reasonably can
be, admitted to practice, and supervising litigation in places where Consultant is not so admitted and cannot
reasonably gain admission to practice.
3. The term of this Agreement shall be one year.
4. In consideration of the services to be performed by Consultant, the Company shall issue to
Consultant 300,000 shares of the Company's $.0001 par value common stock, which shares shall be valued at $.10
per share, or $30,000 in the aggregate.
In addition to the fee payable hereunder, Consultant shall, from time to time during the term of this
Agreement, be reimbursed for costs paid and incurred by Consultant on behalf of the Company for travel, per diem,
lodging, long distance communications, courier services, photocopying and printing. Reimbursement is to be made
on receipt of invoice by the Company.
5. The Company represents and warrants to Consultant that:
A. The Company will cooperate fully and timely with Consultant to enable Consultant to
perform its obligations hereunder.
B. The execution and performance of this Agreement by the Company has been duly
authorized by the Board of Directors of the Company.
C. The performance by the Company of this Agreement will not violate any applicable court
decree, law or regulation, nor will it violate any provisions of the organizational documents of the Company or any
contractual obligation by which the Company may be bound.
D. The Company will make its best efforts to file timely all periodic reports required to be
filed by it, pursuant to the provisions of the Securities Exchange Act of 1934, throughout the term of this Agreement.
6. Until such time as the same may become publicly known, the parties agree that any information
provided to either of them by the other of a confidential nature will not be revealed or disclosed to any person or
entity, except in the performance of this Agreement, and upon completion of Consultant's services and upon the
written request of the Company, any original documentation provided by the Company will be returned to it.
Consultant will not directly or indirectly buy or sell the securities of the Company at any time when it is privy to
non-public information.
7. All notices hereunder shall be in writing and addressed to the party at the address herein set forth,
or at such other address as to which notice pursuant to this section may be given, and shall be given by personal
delivery, by certified mail (return receipt requested), Express Mail or by national or international overnight courier.
Notices will be deemed given upon the earlier of actual receipt of three (3) business days after being mailed or
delivered to such courier service.
Notices shall be addressed to Consultant at: Xxxxxx & Xxxxxx, Attorneys at Law
000 Xxxxxx Xxxx Xxxxxx
Xxxxxxxxxx, Xxxxx 00000
and to the Company at: Covenant Financial Corporation
0000 Xxxxxxxxx Xxxxxxx, Xxxxx 000
Xxxxx Xxxxx, Xxxxxxxxx 00000
8. Consultant consents to the placement of the following legend, or a legend similar thereto, on the
certificates representing the shares of Common Stock issued hereunder:
THESE SECURITIES HAVE BEEN ISSUED IN RELIANCE UPON THE EXEMPTION FROM
REGISTRATION AFFORDED BY SECTION 4(2) OF THE SECURITIES ACT OF 1933, AS
AMENDED, AND MAY NOT BE TRANSFERRED WITHOUT AN OPINION OF COUNSEL
SATISFACTORY TO THE CORPORATION TO THE EFFECT THAT ANY SUCH
PROPOSED TRANSFER IS IN ACCORDANCE WITH ALL APPLICABLE LAWS, RULES
AND REGULATIONS.
9. Miscellaneous.
A. In the event of a dispute between the parties, both Consultant and the Company agree to
settle said dispute through the American Arbitration Association (the "Association") at
the Association's Dallas, Texas, offices, in accordance with the then-current rules of the
Association; the award given by the arbitrators shall be binding and a judgment can be
obtained on any such award in any court of competent jurisdiction. It is expressly agreed
that the arbitrators, as part of their award, can award attorneys fees to the prevailing party.
B. This Agreement is not assignable in whole or in any part, and shall be binding upon the
parties, their heirs, representatives, successors or assigns.
C. This Agreement may be executed in multiple counterparts which shall be deemed an
original. It shall not be necessary that each party execute each counterpart, or that any one
counterpart be executed by more than one party, if each party executes at least one
counterpart.
D. This Agreement shall be governed by, and construed in accordance with, the laws of the
State of Texas.
COVENANT FINANCIAL CORPORATION
(a Delaware corporation)
By: /s/ XXXXX X. XXXXXX
Xxxxx X. Xxxxxx
President
XXXXXX & XXXXXX
(a Texas general partnership)
By: /s/ XXXX XXXXXX
Xxxx Xxxxxx
Partner
