EXHIBIT 10.7
CONSULTING AGREEMENT
This CONSULTING AGREEMENT (the "Agreement") is entered into this 26th
day of May 2000, between Results Consulting Corporation, an
Oklahoma corporation (the "Consultant") and Silver Star Foods,
Inc., a New York corporation (the "Company").
W I T N E S S E T H:
WHEREAS, the Company desires to engage the Consultant and the
Consultant desires to be engaged by the Company pursuant to the
terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the foregoing and the mutual
promises and covenants herein contained, the parties agree as follows:
1. Engagement. The Company hereby engages the
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Consultant to advise the Company on a range of corporate financial
and associated matters which may be undertaken by the Company
(collectively, the "Services"). The Services shall consist of
the following:
(a) Analyze and assess for the Company alternatives for
raising capital, including the use of private and public offerings
of the securities of the Company;
(b) Providing the Company with recommendations, review
of documents and other advice relating to selection and potential
engagement of underwriters, market makers, legal counsel and accountants;
(c) Review and advise the Company in regard to shareholder
relations; and
(d) Identify opportunities for the Company involving the
combination of the Company with an appropriate merger or acquisition
candidate and, as applicable, assist the Company in structuring and
concluding any such potential merger or acquisition.
2. Services. The Consultant will use its best efforts
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to furnish the Services to the Company on a timely basis. It is
specifically understood and agreed that the Services do not include
the provision by Consultant of public relations services, advertising
services, accounting or auditing services, legal services or services
in connection with acting as a underwriter, broker, dealer investment
banker, market maker as to the securities of the Company. The
Consultant shall render the services from any location chosen by the
Consultant and the Consultant shall
devote only such time as the Consultant deems necessary, in
the Consultant's sole discretion, to render the Services.
3. Information. In order for Consultant to furnish the
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Services, the Company will, as requested by the Consultant, furnish
the Consultant with all information concerning the Company which
Consultant reasonably deems appropriate in such form as the Consultant
may require, will provide Consultant with access to the officers,
directors, accountants, counsel and other advisors of the Company
and will cause the accountants for the Company to timely prepare and
furnish to the Consultant such financial statements of the Company as
may be requested by the Consultant (collectively thee "Due Diligence
Information"). The Company hereby represents and warrants to the
Consultant that all Due Diligence Information is and will be true
and accurate in all material respects and does not and will not
contain any untrue statement or material fact and does not or will
not omit to state a material fact necessary in order to make the all
or any part of the Due Diligence Information not misleading in light
of the circumstances under which such Due Diligence Information is
provided. The Company acknowledges and agrees that the Consultant
will be using and relying upon the Due Diligence Information
supplied by the Company and its officers, directors, agents or
other designated parties as well as any information concerning
the Company which is publicly available without any independent
investigation or verification thereof and without any independent
appraisal thereof by the Consultant.
4. Term. Unless terminated earlier pursuant to the
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provisions hereof, the term of this Agreement (the "Term") shall
commence upon the date of execution hereof and shall continue
thereafter until the later to occur of twenty-four months thereafter.
5. Termination. This Agreement may not be terminated by
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the Company or the Consultant prior to the expiration of the Term
except as a result of a material breach of the terms hereof by a
party hereto or as a result of the failure of the Company to pay the
Compensation (as defined hereinafter) as required hereby.
6. Compensation and Expenses. In consideration of the
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Services being provided to the Company pursuant hereto the Company
shall provide the following compensation (collectively, the "Compensation")
to the Consultant:
(a) Cash Compensation. The Company shall pay the
Consultant $120,000. (The "Cash Payment"). Upon the execution hereof,
the Company shall pay the Consultant $5,000. And the remaining
$115,000. Of the Cash Payment shall be payable in 23 monthly
installments of $5,000. Due and payable on the first day of each
succeeding calendar month until paid in full.
(b) Securities Compensation. As of the date hereof, the
Company warrants and represents that the total number of authorized
shares of the Company consists of 15,000,000 shares of common
stock, $.0001 par value, (the "Common Stock") and that 8,968,000
shares of Common Stock are outstanding. The Company further warrants
and represents that it has not issued any options, right, warrants
or convertible securities that would allow any party to acquire any
Common Stock, except for the existing unit holders and Directors.
Simultaneously upon the execution hereof, the Company shall grant
to Consultant an option to purchase (the "Option") 1,500,000 shares
of Common Stock (the "Consultant Shares") at a price of $.0001 per
Consultant Share. Consultant may exercise the Option in whole or
in part at any time and from time to time on or before the expiration
of this contract. The Company shall register those shares at anytime
at the request of Consultant.
(c) The Company hereby acknowledges and agrees that receipt
of the Compensation is a material inducement for the Consultant to
have entered into this Agreement and in reliance upon the receipt of
the Compensation, Consultant will expend the necessary time, effort
and expense to provide the Services to the Company as required hereunder.
Furthermore, the amount and method of payment of the Compensation has
been derived by negotiation between the Consultant and the Company
and shall be provided by the Consultant exactly in the manner and at
the times as provided for herein.
(d) The Company shall promptly reimburse the Consultant for
all reasonable expenses incurred by the Consultant in connection with
the Services.
7. Public Disclosure. Any reference to the Consultant
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or any advice, information or other matter pertaining to the Services
shall not be publicly disclosed or made available to any third parties
without the prior written consent of the Consultant, unless such
disclosure is required by law.
8. Indemnification.
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(a) The Company hereby agrees to indemnify, defend and hold
harmless the Consultant and its affiliates, the respective directors,
officers, partners, agents and employees and each other person, if any,
controlling the Consultant or any of its affiliates (collectively,
the "Consultant Indemnified Parties"), to the full extent lawful,
from and against any and all demands, claims, actions or causes of
action, assessments, losses, damages, liabilities, costs and expenses,
including, without limitation,penalties and attorney's fees and
expenses asserted against, imposed upon or incurred by the
Consultant Indemnified Parties resulting from or by reason or a
breach of any representation, warranty or covenant contained
herein or as a result of any action improperly taken or omitted
to be taken as required hereby by the Company, its agents or employees.
(b) The rights of indemnification as set forth in sub-paragraph
(a) above shall be in addition to any rights that the Consultant or
any other person entitled to indemnification may have in law or
otherwise, including but not limited to any right to contribution,
provided, however, in no event shall the Consultant be liable or
responsible for any amount in excess of the Compensation.
9. Status of Consultant. The Consultant shall be deemed
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to be an independent contractor. The Consultant shall have no
authority to, and shall not, bind the Company to any agreement or
obligation with a third party. Nothing in this Agreement shall
be construed to constitute the parties hereto as partners or
joint ventures with each other.
10. Nondisclosure of Confidential Information.
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(a) Consultant acknowledges that it is the policy of the
Company to maintain as secret and confidential all valuable
information heretofore or hereafter acquired, developed or used
by the Company relating to its business, operations, employees
and customers which may give the Company a competitive advantage
in its industry (all of such valuable information is hereinafter
referred to as "Confidential Information"). The parties recognize
that by reason of the Services being provided by Consultant the
consultant may acquire Confidential Information. The
Consultant acknowledges that all such Confidential Information
is the property of the Company.
(b) The Consultant hereby agrees that:
(1) The Consultant shall not, directly or indirectly,
use, publish, disseminate or otherwise disclose any Confidential
Information obtained by Consultant during the Term hereof without
the prior written consent of the Company unless in conformity with
the terms hereof; and
(2) During the Term, Consultant shall exercise all
reasonable and diligent precautions to protect the integrity of
all or any of the Confidential Information coming into the possession
of the Consultant.
(c) The provisions of this paragraph shall survive the
termination of this Agreement.
11. Other Activities of Consultant. The Company
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recognizes and accepts the fact that the Consultant now renders,
and in all probability will continue to render, services which are
substantially similar to the Services to other parties, some of
which may conduct business and have activities similar to those
of the Company. The Company specifically authorizes the Consultant
to continue with such activities. The Consultant shall not be
required to devote Consultant's full time and attention to the
performance of the Services required hereunder, but shall
devote much time and attention as Consultant deems, in the exercise of
the sole and exclusive discretion of Consultant, reasonable or
necessary in order to provide the Services.
12. Control. Nothing contained herein shall be deemed
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to require the Company to take any action contrary to its
articles of Incorporation or Bylaws, or any applicable statute
or regulation, or to deprive the board of directors of the
Company of the responsibility for any control of or any
conduct of the affairs of the Company.
13. Miscellaneous.
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(a) Benefit. This Agreement shall inure to the
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benefit to the party's thereto and there respective successors and assigns.
(b) Entire Agreement. This Agreement contains the
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entire understanding of the parties hereto in respect of the
subject matter contained herein. There are no representations,
warranties, promises, covenants or undertakings other than those
expressly set forth herein. This Agreement supersedes all prior
agreements, whether written or oral, between the parties with
respect to the subject matter hereof. This Agreement may be
amended only by a written agreement duly executed by the parties
hereto. Such party hereunder may waive any condition to a particular
gations in writing.
(c) Headings. The headings contained in this
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Agreement have been inserted for convenience and reference
purposes only and shall not affect the meaning or interpretation
hereof in any manner whatsoever.
(d) Separability. If any of the terms, provisions
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or conditions contained in this Agreement shall be declared to
be invalid or void in any judicial proceeding, this Agreement
shall be honored and enforced to the extent of its validity,
and those provisions not declared invalid shall remain in full
force and effect.
(e) Notices. All notices, requests, demands and
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other communications required or permitted to be given hereunder
shall be deemed given when sent, postage paid, by Registered or
Certified Mail, Return Receipt Requested, or recognized overnight
delivery service (i.e. Federal Express) addressed to each of the
parties as follows:
If to Company: Attention: Xxxxxxx Xxxxxx, President
0000 Xxxxx Xxxxxx
Xxxxxx Xxxxxx, X.X.
Facsimile: (000) 000-0000
If to Consultant: Xxxxxx Xxxxxxxxx, President
0000 X. 00xx Xx
Xxxxx, Xxxxxxxx 00000
Facsimile: (000) 000-0000
Or to such other address, or the attention of such other party,
as the parties shall advise the other by notice given in conformity herewith.
(f) Governing Law. This Agreement shall be
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governed by, construed and enforced in accordance with the laws
of the State of Oklahoma without giving effect to conflicts of law.
(g) Counterparts. This Agreement may be executed
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in counterparts each of which shall be deemed an original and
all of which together shall constitute one and the same agreement.
(h) Assignments. Either party may not assign this
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Agreement.
(i) Facsimile Signatures. Facsimile signatures on
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counterparts of this Agreement are hereby authorized and shall be
acknowledged as if such facsimile signatures were an original
execution, and this agreement shall be deemed as executed when
an executed facsimile hereof is transmitted by a party to any other party.
(j) Arbitration. Any dispute controversy,
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difference or claim arising between the parties out of, relating to
or in connection with this Agreement, shall be settled by arbitration
in accordance with the applicable rules of the American Arbitration
Association then in effect. Any arbitration hearing shall be held
in Tulsa, Oklahoma. This agreement to arbitrate shall be
specifically enforceable. The award of the arbitrator(s) shall
be final and binding, on the parties and judgment upon any such
award shall be enforceable by the prevailing party before the
courts of competent jurisdiction of the non-prevailing
party's domicile. This provision shall survive the termination
of this Agreement. In the event one of the parties gives the
other parties notice of arbitration, the parties shall agree
upon the arbitrator within thirty days from the date of such
notice, and if they fail to do so, the American Arbitration
Association shall select the arbitrator. The reasonable
compensation and expenses of the arbitration shall be shared
equally by the parties. In each instance, the decision of the arbitrator
shall be final and binding as to such matters as are submitted
to and determined by the arbitration. Notwithstanding the
foregoing, should any litigation be commenced in regard to
this Agreement, then it shall be adjudicated in the appropriate
courts of the State of New York, or in the appropriate United
States District Court within the State of New York.
(Signatures appear next page)
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first above written.
Results Consulting Corporation
By: /s/ Xxxxxx Xxxxxxxxx
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Xxxxxx Xxxxxxxxx, President
By: /s/ Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxx, President
