Contract
CONSULTING
AGREEMENT,
dated
as of August 3, 2005 (the “Effective
Date”),
by
and between COMPREHENSIVE
HEALTHCARE SOLUTIONS, INC.,
a
Delaware corporation (the “Company”),
and
COMPREHENSIVE
ASSOCIATES LLC,
a New
York limited liability company (the “Consultant”).
WHEREAS,
the
Company desires to engage the Consultant and the Consultant desires to be
engaged by the Company upon the terms and conditions set forth herein.
NOW
THEREFORE,
for
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and the covenants and agreements set forth herein, the parties
agree as follows:
1. Retention;
Duties.
Subject
to the terms and conditions set forth herein, the Company hereby retains the
Consultant, and the Consultant hereby accepts such retention, to act as a
consultant with respect to the Company’s business and operations. The Consultant
shall provide such services as shall be reasonably requested by the President
or
Chief Executive Officer of the Company. The Consultant shall devote such time,
in its discretion, during regular business hours, as shall be necessary to
perform such requested services, but in no event shall the Consultant be
required to devote more than five (5) hours per week in performing such
services. The Consultant may provide such services in person or by telephone
from any location which is convenient to it. The Company acknowledges that
the
services of the Consultant hereunder are not full-time and that the Consultant
shall have the right to provide services for other persons and entities during
the Consulting Term (as hereinafter defined).
2. Term.
(a) The
term
of this Agreement (the “Consulting
Term”)
shall
commence as of the Effective Date, and subject to Section 2(b) below, shall
continue until the first anniversary of the Effective Date.
(b) Notwithstanding
Section 2(a) above, the Company shall have the right to immediately terminate
this Agreement at any time upon written notice to the Consultant. However,
notwithstanding any such termination of this Agreement by the Company, the
Consultant shall be entitled to retain the compensation provided for herein.
3. Compensation.
(a) In
consideration for the Consultant’s agreement to provide services hereunder,
simultaneously herewith, the Company is issuing to the Consultant warrants
for
the purchase of an aggregate of five million (5,000,000) shares of the Company’s
common stock (the “Warrants”),
which
Warrants shall
be
exercisable for a period of five (5) years commencing on the date of issuance
and shall provide for the following exercise prices, subject to adjustment
as
provided for in the Warrants:
|
Warrant
Shares
|
Exercise
Price
|
|
|
|
|
500,000
|
$0.35
per share
|
|
500,000
|
$0.40
per share
|
|
2,000,000
|
$0.50
per share
|
|
1,000,000
|
$0.60
per share
|
|
1,000,000
|
$0.70
per share
|
(b) The
Company acknowledges and agrees that the Warrants are fully earned upon the
execution hereof and the right to exercise the Warrants shall not be subject
to
any claim by the Company that the Consultant did not provide sufficient
services, or improperly provided the services, provided for in Section 1
hereof.
4. Independent
Contractor.
The
relationship created hereunder is that of the Consultant acting as an
independent contractor. It is expressly acknowledged and agreed that the
Consultant shall have no authority to bind the Company to any agreement or
obligation with any third party.
5. Representations
and Warranties of the Consultant.
The
Consultant hereby represents and warrants to the Company as
follows:
(a) It
has
the power to execute and deliver this Agreement and to perform the duties and
responsibilities contemplated hereby.
(b) Neither
the execution of this Agreement nor its performance hereunder will (i) violate,
conflict with or result in a breach of any provisions of, or constitute a
default (or an event which, with notice or lapse of time or both, would
constitute a default) under the terms, conditions or provisions of any contract,
agreement, understanding, or other instrument or obligation to which it is
a
party, or by which it may be bound, or (ii) violate any order, judgment, writ,
injunction, decree or award against or binding upon it.
6. Representations
and Warranties of the Company.
The
Company hereby represents and warrants to the Consultant as
follows:
(a) It
is a
corporation duly organized, validly existing and in good standing under the
laws
of Delaware.
(b) It
has
full corporate power and authority to execute and deliver this Agreement and
to
perform the duties and responsibilities contemplated hereby.
(c) The
execution, delivery and performance of this Agreement has been duly authorized
by its Board of Directors and no other corporate approvals are
necessary.
(d) Neither
the execution of this Agreement nor its performance hereunder will (i) violate,
conflict with or result in a breach of any provisions of, or constitute a
default (or an event which, with notice or lapse of time or both, would
constitute a default) under the terms, conditions or provisions of its
Certificate of Incorporation or By-Laws or any contract, agreement,
understanding or other instrument or obligation to which it is a party, or
by
which it may be bound, or (ii) violate any order, judgment, writ, injunction,
decree or award against or binding upon it.
7. Notices.
Any
notice or other communication or delivery required or permitted to be given
or
made pursuant to any of the provisions of this Agreement shall be in writing
and
shall be deemed to have been duly given or made for all purposes when delivered
by hand or sent by certified or registered mail (return receipt requested and
postage prepaid), facsimile transmission or overnight mail or courier, addressed
as follows:
|
If
to the Company:
|
Comprehensive
Healthcare Solutions, Inc.
|
|
|
00
Xxxxxx
Xxxxxx, Xxxxx 000
|
|
|
Xxxxxxx,
Xxx Xxxx 00000
|
|
|
Attention:
Xxxx X. Xxxxxxx,
|
|
|
Chairman
of the Board & Chief Executive Officer
|
|
|
Facsimile:
(000) 000-0000
|
|
|
|
|
with
a copy to:
|
Xxxxxx
& Jaclin, LLP
|
|
|
000
Xxxxx 0, Xxxxx 000
|
|
|
Xxxxxxxxx,
Xxx Xxxxxx 00000
|
|
|
Attention:
Xxxxx X. Xxxxxx, Esq.
|
|
|
Facsimile:
(000) 000-0000
|
|
|
|
|
If
to the Consultant:
|
Comprehensive
Associates LLC
|
|
|
00
Xxxxxxx Xxxx
|
|
|
Xxxxxx,
Xxx Xxxx 00000
|
|
|
Attention:
Xxxxx Xxxxxxxxx
|
|
|
Facsimile:
(000) 000-0000
|
|
|
|
|
with
a copy to:
|
Certilman
Balin Xxxxx & Xxxxx, LLP
|
|
|
00
Xxxxxxx Xxxxxx, 0xx Xxxxx
|
|
|
Xxxx
Xxxxxx, Xxx Xxxx 00000
|
|
|
Attention:
Xxxx Xxxxxxx, Esq.
|
|
|
Facsimile:
(000) 000-0000
|
or
at
such other address as any party shall designate by notice to the other party
given in accordance with this Section 7.
8. Governing
Law.
This
Agreement shall be construed, and the legal relations between the parties hereto
determined, in accordance with the laws of the State of New York, excluding
choice of law principles thereof.
9. Waiver.
The
waiver by either of a breach of any provision of this Agreement shall not
operate or be construed as a waiver of any subsequent breach.
10. Entire
Agreement.
This
Agreement sets forth the entire agreement of the parties with respect to the
subject matter hereof and supersedes all prior agreements, understandings,
negotiations and discussions, whether written or oral, of the parties relating
thereto.
11. Amendment.
Neither
this Agreement nor any term or provision hereof may be changed, waived,
discharged, or terminated orally, or in any manner other than by an instrument
in writing signed by the party against whom the enforcement of the change,
waiver, discharge, or termination is sought.
12. Binding
Effect.
This
Agreement shall be binding upon and inure to the benefit of the respective
parties, and their successors and assigns.
13. Counterparts.
This
Agreement may be executed in any number of counterparts, each of which shall
be
deemed to be an original but all of which together shall constitute one and
the
same investment.
14. Severability.
If any
provision, or part thereof, of this Agreement shall be held to be invalid or
unenforceable, such invalidity or unenforceability shall attach only to such
provision and not in any way affect or render invalid or unenforceable any
other
provisions of this Agreement, and this Agreement shall be carried out as if
such
invalid or unenforceable provision, or part thereof, had been reformed, and
any
court of competent jurisdiction is authorized to so reform such invalid or
unenforceable provision, or part thereof, so that it would be valid, legal
and
enforceable to the fullest extent permitted by applicable law.
15. Headings.
The
headings or captions in this Agreement are for convenience of reference only
and
do not in any way modify, interpret or construe the intent of the parties or
affect any of the provisions of this Agreement.
16. Representation
by Counsel; Interpretation.
Each
party acknowledges that it has been represented by counsel in connection with
this Agreement and the transactions contemplated hereby. Accordingly, any rule
or law or any legal decision that would require the interpretation of any
claimed ambiguities in this Agreement against the party that drafted it has
no
application and is expressly waived by the parties. The provisions of this
Agreement shall be interpreted in a reasonable manner to give effect to the
intent of the parties hereto.
17. Facsimile
Signatures. Signatures hereon which are
transmitted via facsimile shall be deemed original signatures.
{Remainder
of page intentionally left blank. Signature page to
follow.}
IN
WITNESS WHEREOF,
the
Consultant and the Company have executed this Agreement as of the day and year
above written.
COMPREHENSIVE
HEALTHCARE SOLUTIONS, INC.
By:
_____________________________________
Xxxx Xxxxxxx,
Chairman
of the Board
& Chief Executive Officer
COMPREHENSIVE
ASSOCIATES LLC
By:
The
Nybor Group, Inc., Managing Member
By:_________________________________
Xxxxx
Xxxxxxxxx, President
