CONSULTING SERVICES CONTRACT
WITH XXXXXX XXXXXXXX
This consulting services agreement ("Consulting
Agreement") is made as of this 30th day of July 2003,
Between:
Xxxxxx Xxxxxxxx
c/o Gediminas Praenevicius, Attorney
Lideika, Petrauskas, Valinunas IR Partneriai
Xxxxxxxx x. 0, 0000 Xxxxxxx, Xxxxxxxxx
(hereinafter referred to as "Kulagina" or "Consultant")
And:
Barrington Foods International, Inc., 0000 Xxxxxxx Xxxxxx,
Xxxxx 000, Xxx Xxxxx, XX 00000; (referred to herein as the
"Company" or "Issuer"),
Kulagina and Company collectively sometimes herein referred to as the
"Parties". The Parties hereto, for the sum of Ten ($10.00) Dollars and
other good and valuable consideration the receipt and sufficiency of
which is hereby acknowledged, hereby agree as follows:
WHEREAS the Company is a fully reporting company whose
securities are traded on the Over-the-Counter Bulletin Board
under the ticker symbol "BFII.OB";
AND WHEREAS Kulagina, a trade show consultant, and marketing
strategist, who is in the business of import/export of food
products, as well as other specialty consumer goods and
products in Lithuania, Estonia, Latvia, Bylerus, Ukraine,
the Russian Federation, and other Eastern European countries
(collectively the "Marketing Territories") and who is fluent
in English, Lithuanian, Russian, and German languages;
AND WHEREAS the Company wishes to retain Kulagina as a non-exclusive
corporate consultant to conduct trade shows, provide marketing
strategies, and to otherwise assist in the import and export of the
Company's goods and products within the Marketing Territories in
coordination with its corporate headquarter facilities in Las
Vegas, NV and its joint-venture partner in the Republic of Vietnam.
IT IS, THEREFORE AGREED that:
1. Services.
The Company shall retain Kulagina to provide general
corporate consulting services which may include, but not be
limited to:
* assistance in sourcing of bulk dry milk suitable for
processing into food products in the Marketing Territories
and export to the Company's mixing facilities to be
established in the Republic of Vietnam and other countries
in Southeast Asia;
* assistance in developing new channels of distribution
for the Company's products in the Marketing Territories;
* assistance in developing business opportunities for the
Company in the Marketing Territories;
* assistance in negotiating business opportunities for
Company's
product line in the Marketing Territories;
* assistance concerning strategic planning regarding
business matters to obtain wider distribution for the
Company's products in the Marketing Territories, and
* such other related business on such matters as may be
agreed between the Parties from time to time
Kulagina shall agree to make available qualified personnel
for the foregoing purposes and devote such business time and
attention thereto
as it shall determine is required.
The Company understands that any and all suggestions,
opinions or advice given to the Company by Kulagina are
advisory only and the ultimate responsibility, liability and
decision regarding any action(s) taken or decisions made
lies solely with the Company and not with Kulagina.
2. Term.
The term of this Consulting Agreement shall be for a period
of one year from the date hereof (the "Term").
3. Compensation.
As compensation for entering into this Consulting Agreement
and for services rendered over the Term, the Issuer agrees
to issue to Kulagina and Kulagina agrees to accept from
Issuer, as compensation for the Consulting Services, one
million (1,000,000) shares of the Company's common stock,
par value $.001 per share. The Company hereby agrees to
register the shares of common stock underlying the above
referenced common stock on a Form S-8 registration
statement.
4. Arbitration.
The parties hereby agree that any and all claims (except
only for requests for injunctive or other equitable relief)
whether existing now, in the past or in the future as to
which the parties or any affiliates may be adverse parties,
and whether arising out of this Consulting Agreement or from
any other cause, will be resolved by arbitration before the
American Arbitration Association within the State of Nevada.
The parties hereby irrevocably consent to the jurisdiction
of the American Arbitration Association and the situs of the
arbitration (and of any action for injunctive or other
equitable relief) within the State of Nevada. Any award in
arbitration may be entered in any domestic or foreign court
having jurisdiction over the enforcement of such awards.
The law applicable to the arbitration and this Consulting
Agreement shall be that of the State of Nevada, determined
without regard to its provisions which would otherwise apply
to a question of conflict of laws.
5. Issuers Representations and Warranties.
Issuer hereby represents and warrants to Consultant that:
5.1 Authority. The individual executing and delivering this
agreement on Issuer's behalf has been duly authorized to do
so, the signature of such individual is binding upon Issuer,
and Issuer is duly organized and subsisting under the laws
of the jurisdiction in which it was organized.
5.2 Enforceability. Issuer has duly executed and delivered
this agreement and (subject to its execution by Consultant)
it constitutes a valid and binding agreement of Issuer
enforceable in accordance with its terms against Issuer,
except as such enforceability may be limited by principles
of public policy, and subject to laws of general application
relating to bankruptcy, insolvency and the relief of debtors
and rules of law governing specific performance, injunctive
relief or other equitable remedies.
5.3 Capitalization. Issuer has no outstanding capital stock other
than common stock as of the date of this agreement. Issuer is
authorized to issue 1,000,000 Shares of Common Stock, of which
approximately 36,000,000 shares are issued and outstanding.
All of Issuer's outstanding Shares of Common Stock have been
duly and validly issued and are fully paid, non-assessable and
not subject to any preemptive or similar rights; and the Shares
have been duly authorized and, when issued and delivered to
Consultant as payment for services rendered as provided by this
agreement, will be validly issued, fully paid and non-assessable,
and the issuance of such Shares will not be subject to any
preemptive or similar rights.
6. Miscellaneous.
6.1 Assignment. This Agreement is not transferable or assignable.
6.2 Execution and Delivery of Agreement. Each of the
parties shall be entitled to rely on delivery by fax transmission
of an executed copy of this agreement by the other party, and
acceptance of such fax copies shall create a valid and binding
agreement between the parties.
6.3 Titles. The titles of the sections and subsections of
this agreement are for the convenience of reference only and
are not to be considered in construing this agreement.
6.4 Severability. The invalidity or unenforceability of any particular
provision of this agreement shall not affect or limit the validity
or enforceability of the remaining provisions of this agreement.
6.5 Entire Agreement. This agreement constitutes the entire
agreement and understanding between the parties with respect
to the subject matters herein and supersedes and replaces
any prior agreements and understandings, whether oral or
written, between them with respect to such matters.
6.6 English Language. This Agreement may be translated into
Lithuanian and Russian but the English language version
shall be the controlling instrument of agreement.
6.7 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of
which together shall constitute one and the same instrument.
6.8. Telefacsimile Signatures. This Agreement may be
signed by telefacsimile by the respective parties which
shall be deemed an original signature.
IN WITNESS WHEREOF, the parties hereto have duly executed
this Agreement as of the date first above mentioned.
BARRINGTON FOODS INTERNATIONAL, INC.
By:
---------------------------
Xxxxxx Xxxxxxxx, CEO
AGREED AND ACCEPTED
By:
----------------------------
Xxxxxx Xxxxxxxx
