CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") made as of
December 1, 2002 by and between Xxxxxxx Xxxxxxxxx
("Consultant") and UrbanalienCorporation. ("Company").
WITNESSETH
WHEREAS, the Company requires and will continue to require
business services relating to management, strategic planning
and marketing for the Company; and
WHEREAS, Consultant shall provide Company with strategic
planning and marketing consulting services and is desirous
of performing such services for the Company; and
WHEREAS, the Company wishes to induce Consultant to provide
these consulting services to the Company,
NOW, THEREFORE, in consideration of the mutual covenants
hereinafter stated, it is agreed as follows:
1. APPOINTMENT
The Company hereby engages Consultant and Consultant agrees
to render various business services to the Company upon the
terms and conditions hereinafter set forth.
2. TERMS
The term of this Agreement began as of the date of this
Agreement, and shall terminate upon the commencement of
services of Consultant as an employee of the Company under
the Employment Agreement attached hereto, unless earlier
terminated as provided below.
3. SERVICES
During the term of this Agreement, Consultant shall provide
advice to, undertake for and consult with the Company
concerning management, marketing, consulting, strategic
planning, corporate organization and structure, sales
matters in connection with the operations of the business of
the Company. Consultant agrees to provide on a timely basis
the following services, and additional services contemplated
thereby:
* The implementation of short-range and long-range
strategic planning to develop and enhance the Company's
products and services;
* Develop and assist in the implementation of a marketing
program to enable the Company to broaden the markets for its
services and promote the image of the Company and its
products and services;
* Advise the Company relative to the recruitment and
employment of marketing and sales personnel consistent with
the growth of operations of the Company; and
4. DUTIES OF THE COMPANY
The Company shall provide Consultant and its counsel, on a
regular and timely basis, with all data and information
about it, its subsidiaries, its management, its products and
services and its operations as shall be reasonably requested
by Consultant and its counsel, and shall advise Consultant
of any facts which would affect the accuracy of any data and
information previously supplied pursuant to this paragraph.
The Company shall promptly supply Consultant and its counsel
with full and complete copies of all brochures or other
sales materials relating to its products and services and
such other information as the request.
5. COMPENSATION AND EXPENSE REIMBURSEMENT
Concurrently with the execution hereof, the Company agrees
to pay Consultant 1,000,000 shares of Company Common Stock.
The Company shall register these shares along with other
shares currently owned by Consultant on Form S-8 as soon as
practicable. Consultant understands these shares may only
be resold under Rule 144 unless Consultant furnishes a legal
opinion to the Company that he is not an affiliate as
defined under Rule 144 and that after he becomes an employee
these shares will only be resellable under Rule 144 in all
circumstances.
In addition, Consultant shall have the right to convert any
amounts owed for services rendered, whether previous to,
during, or subsequent to this Agreement at a price of $.12
per share.
6. REPRESENTATION AND INDEMNIFICATION
The Company shall be deemed to have been made a continuing
representation of the accuracy of any and all facts,
material information and data which it supplies to
Consultant and its counsel and acknowledges its awareness
that Consultant and its counsel will rely on such continuing
functions. Consultant and its counselin the absence of
notice in writing from the Company will rely on the
continuing accuracy of material, information and data
supplied by the Company. Consultant represents that
Consultant has knowledge of and is experienced in providing
the aforementioned services.
The Company agrees to indemnify, hold harmless and defend
Consultant and its counsel from any and all claims or
demands of any kind relating to the Company's breach of its
agreements hereunder.
7. MISCELLANEOUS
Modification: This Agreement sets forth the entire
understanding of the Parties with respect to the subject
matter hereof, and may be amended only in a writing signed
by both parties.
Notices: Any notices required or permitted to be given
hereunder shall be in writing and shall be mailed or
otherwise delivered in person or by facsimile transmission
at the address of such Party set forth above or to such
other address or facsimile telephone number, as the Party
shall have furnished in writing to the other Party.
Waiver: Any waiver by either Party of a breach of any
provision of this Agreement shall not operate as or be
construed to be a waiver of any other breach of that
provision or of any breach of any other provision of this
Agreement. The failure of a Party to insist upon strict
adherence to any term of this Agreement on one or more
occasions will not be considered a waiver or deprive the
other Party of the right thereafter to insist upon adherence
to that term of any other term or this Agreement.
Assignment: The Shares, if any, under this Agreement are
assignable at the discretion of the Consultant.
Severability: If any provision of this Agreement is invalid,
illegal, or unenforceable, the balance of this Agreement
shall remain in effect, and if any provision is inapplicable
to any person or circumstance, it shall nevertheless remain
applicable to all other persons and circumstances.
Disagreements: Any dispute or other disagreement arising
from or out of this Agreement shall be submitted to
arbitration under the rules of the American Arbitration
Association and the decision of the arbitrator(s) shall be
enforceable in any court having jurisdiction thereof.
Arbitration shall occur only in Xxxxxxxxxxx, Xxxxxxx,
Xxxxxx. The interpretation and the enforcement of this
Agreement shall be governed by Illinois law as applied to
residents of the Ontario, Canada relating to contracts
executed in and to be performed solely within the Ontario,
Canada. In the event any dispute is arbitrated, the
prevailing Party (as determined by the arbitrator(s)) shall
be entitled to recover that Party's reasonable attorney's
fees incurred (as determined by the arbitrator(s)).
IN WITNESS THEREOF the parties as of the day, month, and
year written above have executed this Agreement.
Signed, sealed and Delivered Urbanalien Corporation
---------------------------- ----------------------------
Xxxxxx Xxxxxxxxx Xxxxx Xxxxx
