Consultant Agreement
EXHIBIT
10.4
Aero
Financial, Inc. is an investment banking consulting firm with expertise in
corporate
structuring and restructuring of public companies, mergers, and acquisitions,
and financing. Also, in the business of providing investor relations
services, public relations services, publishing, advertising services,
fulfillment
services, as well as Internet relate services.
Agreement
made this 30th day of September 2003, between WorldTeq Group International,
Inc. (hereinafter referred to as "Corporation"), and Aero Financial,
Inc. (hereinafter referred to as "Consultant"); collectively referred
to as
"Parties"):
Recitals:
The
Corporation desires to engage the services of the Consultant to perform the
Corporation's
consulting services, in regards to seeking out merger and acquisition
candidates.
The
Consultant will consult with the Board of Directors, the Officers of the
Corporation,
and certain administrative staff members of the Corporation, regarding
the Corporation's investment banking activities which involve Merger
and
acquisition services.
Agreement
The
respective duties and obligations of the contracting Parties shall be for a
period of
six (6) months commencing on the date first appearing above. Either party
only in accordance with the terms may terminate this Agreement and conditions
set forth below.
Services
Provided by Consultant
Consultant
will provide consulting services in connection with the Corporation's
"investment
banking" dealings with merger and acquisition candidates. During the term
of this Agreement, Consultant will provide those services customarily
provided
by an investment-banking firm to a Corporation, including but not limited
to the following:
(a) Aiding
the Corporation in identifying possible merger and acquisition targets.
(b) Advise
the Corporation and provide assistance in dealing with the corporate
structure of any such merger or acquisition.
Compensation
In
consideration for the services provided by Consultant to the Corporation, the
Corporation
will provide the following compensation to Consultant:
1 million
common stock purchase warrants exercisable at $0.10.
Corporation
will pay all legal costs for registration of warrants, and any future
registration statements.
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Compliance
At the
time Consultant gives notice to the Company of its execution of the Warrants
referred to above, common shares underlying the warrants, delivered by
Corporation
to Consultant will, at that particular tine be free trading, or if not, the
shares shall be incorporated in the next registration statement filed
by the
Corporation. The warrants shall have "piggyback" registration rights and
will, at
the expense of the Corporation, be included in said registration statement
in a timely manner.
Representation
of Corporation
The
Corporation, upon entering this Agreement, hereby warrants and guarantees to
the
Consultant that to the best knowledge of the Officers and Directors of the
Corporation,
all statements, either written or oral, made by the Corporation to the
Consultant are true and accurate, and contain no material misstatements, or
omission
fact. Consultant acknowledges that estimates of performance made by Corporation
are based upon the best information available to Corporation officers
at the time of said estimates of performance. The Corporation acknowledges
that the information it delivers to the Consultant will be used by the
Consultant in preparing materials regarding the Company's business, including
but not necessarily limited to, its financial condition, for dissemination
to the possible merger or acquisition candidates. Therefore, in accordance
with Paragraph 6, below, the Corporation shall hold the Consultant harmless
from any and all errors, omissions, misstatements, except those made in
a
negligent or intentionally misleading manner in connection with all information
furnished by Corporation to Consultant.
Limited
Liability
With
regard to the services to be performed by the Consultant pursuant to the
terms of
this Agreement, the Consultant shall not be liable to the Corporation,
or to
anyone who claims any right due to any relationship with the Corporation,
for any
acts or omissions in the performance of services on the part of the Consultant,
except when said acts or omissions of the Consultant are due to its misconduct
or negligence.
Termination
Either
party upon the giving of not less than thirty (30), day's written notice
may
terminate this Agreement, delivered to the parties at such address or
addresses
as set forth in Paragraph below. Any such notice shall be deemed to be
properly given when transmitted by way of registered mail. The thirty (30)
days
termination period shall not begin until the other party has received or is
deemed to
have received the notice of termination.
Notices
Notices
to be sent pursuant to the terms and conditions of this Agreement,
Xxxxx
Xxxxx
Xxxx Xxxxxxxxx, Chairman and CEO
Aero
Financial,
Inc. WorldTeq
Group International, Inc.
00000
Xxxxxxxxxxxxx
Xxxx 00 Xxxx
Xxxx Xxxxx xxxxx 000
Xxxxxxx,
XX
00000
Xxxxxxxxx, XX 00000
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Attorney's
Fees
In the
event any litigation or controversy arises out of or in connection with
this
Agreement between Parties hereto, the prevailing party in such litigation,
arbitration,
or controversy, shall be entitled to recover from the other party or
parties, all reasonable attorney's fees expenses and suit costs, including
those
associated within the appellate or post-judgment collections
proceedings.
Arbitration
In
connection with any controversy or claim arising out of or relating to this
Agreement,
the Parties hereto agree that such controversy shall be submitted to
arbitration,
in conformity with the Federal Arbitration Act (Section 9 U.S. Code Section
901 et seq), and shall be conducted in accordance with the Rules of the
American
Arbitration Association. Any judgment rendered as a result of the arbitration
be submitted to a Court of Competent jurisdiction with the state of Maryland.
Governing
Law
This
agreement shall be construed under and in accordance with the laws of the
State of
Maryland. All parties hereby consent to the state of Maryland as the
proper
jurisdiction for any such proceeding if applicable.
Parties
Bound
This
Agreement shall be binding on and inure to the benefit of the contracting
parties
and their respective heirs, executers, administrators, legal representatives,
successors, and assigns when permitted by this Agreement.
Legal
Construction
In case
any one or more of the provisions contained in this Agreement shall, for
any
reason, be held to be invalid, illegal, or unenforceable in any respect, the
validity,
illegality, or unenforceability shall not effect any other provision,
and this
Agreement shall be construed as if the invalid, illegal, or unenforceable
provision had never been in it.
Prior
Agreements Superseded
This
Agreement constitutes the sole and only Agreement of the contracting
parties
and supersedes any prior written or oral agreements between the respective
parties. Further, this Agreement may only be modified or changed by written
agreements signed by all the parties hereto.
Multiple
Copies or Counterparts of Agreement
One or
more of the Parties may execute the original and one or more copies of
this
Agreement hereto. In such event, all such executed copies shall have the
same
force and effect as the executed original, and all of such counterparts
taken
together shall have the effect of a fully executed original. Further,
this
Agreement may be signed by the parties and copies hereto delivered to each
party by
way of facsimile transmission, and such facsimile copies shall be deemed
original Copies for all purposes if original copies of the parties' signatures
are not delivered.
Liability
for Expenses
All fees
and costs incurred in relation to the services provided by the Consultant
shall be the responsibility of the Consultant, except those fees and
costs
previously approved by an Officer of the Corporation.
Headings
Headings
used throughout this Agreement are for reference and convenience and in
no way
define by presentation, limit or describe the scope or intent of this
Agreement.
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IN WITNESS
WHEREOF, the Parties have set their hands and seal as of the date written
above.
BY: /s/ Xxxxx Xxxxx
Xxxxx
X. Xxxxx, President/CEO
Aero Financial, Inc.
BY: /s/ Xxxx Xxxxxxxxx
Xxxx Xxxxxxxxx, Chairman and CEO
WorldTeq Group International, Inc.
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