CONSULTING AGREEMENT
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This Consulting Agreement (the "Agreement") is made and entered into this 5th
day of January, 2004
BETWEEN:
The Xxxxxxxxxx Group, a businessman residing in Frankfurt, Germany
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(hereinafter referred to as the "Consultant")
OF THE FIRST PART
AND
T & G2, a company incorporated pursuant to the laws of the State of Nevada.
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(hereinafter referred to as the "Client")
OF THE SECOND PART
WHEREAS the Consultant and Client are desirous that the Consultant provide
certain services to the Client as set out herein.
NOW THEREFORE, in consideration of the mutual promises and agreements set forth
herein, and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties agree as follows:
I. CONSULTING SERVICES
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The Client hereby retains the Consultant as an independent consultant to the
Client and the Consultant hereby accepts and agrees to such retention. The
Consultant shall:
(a) Develop a marketing plan for the expansion of the Clients business to
Europe;
(b) Introduce the business of the Client to Consultants contacts throughout
Europe, Asia and South America;
(c) Introduce Client to Consultant's German contacts for the purpose concluding
a joint-venture relationship, licensee or distributor for carrying on
business in Germany and assist in such negotiations;
(d) Identify companies and/or product lines that Client might acquire that
would be complimentary to the Client's business and assist in such
acquisitions.
II. TIME, MANNER AND PLACE PERFORMANCE
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The Consultant provides services similar to those provided for herein to other
clients that may include publicly traded companies. The Client agrees that the
Consultant does not and shall not be required to devote its full time and
efforts to the Client. The Consultant shall devote such time to the Client as is
reasonable and necessary to provide the Consulting Services to the Client.
Consultant shall be available for advice and counsel to the officers and
directors of the Client at such reasonable and convenient times and places as
may mutually be agreed upon.
III. TERM OF THE AGREEMENT
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The Term of this Agreement shall be twelve (12) months, commencing on the date
of this Agreement set forth above ending twelve months of such date (the
"Term"), subject however, to prior termination as provided in Section IX of this
Agreement.
IV. COMPENSATION
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In consideration of the Consulting Services to be provided to the Client by the
Consultant, Client hereby agrees to compensate Consultant as follows:
$50,000 USD payable as follows:
a. Client shall issue registered common shares of the Client, issued
under S-8, upon the signing of this Agreement. The number of shares is
to be up to two (2) million with a ten percent discount and shall be
issued according to Exhibit A
V. DISCLOSURE OF INFORMATION
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The Consultant recognizes and acknowledges that it has and will have access to
certain confidential information of the Client's and its affiliates that are
valuable, special and unique assets and property of the Client and such
affiliates ("Confidential Information"). The Consultant will not, during and
after the term of this Agreement, disclose, without the prior written consent or
authorization of the Client, any Confidential Information to any person, except
authorized representatives of the Consultant or its affiliates, for any reason
or purpose whatsoever. In this regard, the Client agrees that such authorization
or consent to disclose may be conditioned upon the disclosure being made
pursuant to a secrecy agreement, protective order, provision of statute, rule,
regulation or procedure under which the confidentiality of the information is
maintained in the hands of the person to whom the information is to be disclosed
or in compliance with the terms of a judicial order or administrative process.
Any information which has been disclosed to the public by the Client or upon the
authorization of the client shall not be considered Confidential Information.
VI. NATURE OF RELATIONSHIP
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Nothing in this Agreement shall render any party a general partner of the other.
Except as set forth in this Agreement neither party is nor shall be a general
agent for the other and neither party is given authority to act on behalf of the
other. The Consultant is retained by the Client in an independent capacity and
except as set forth in this Agreement; Consultant shall not enter into any
agreement or incur any obligation on behalf of the Client.
VII. CONFLICT OF INTEREST
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This Agreement is non-exclusive. The Consultant shall be free to perform
services for other companies and persons. Consultant will use its best efforts
to avoid conflicts of interest. Client agrees that it shall not be a conflict of
interest that Consultant devotes time and resources to companies and persons
other than Client. In the event that Consultant believes a conflict of interest
arises which may affect the performance of the Consulting Services for Client,
Consultant shall promptly notify the Client of such conflict. Upon receiving
such notice, the Client may terminate this Agreement pursuant to Section XI.
Failure to terminate this Agreement within 30 days of notification of any
conflict of interest shall constitute the Client's ongoing consent to the
Consultant's continued activities, which would be in conflict with client.
VIII. INDEMNIFICATION FOR SECURITIES LAWS VIOLATIONS AND
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LIMITATION OF LIABILITY
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a. The Client agrees to indemnify and hold harmless the Consultant against any
losses, claims, damages, liabilities and/or expenses (including any legal
or other expenses reasonably incurred in investigating or defending any
action or claim in respect thereof) to which the Consultant may become
subject under the Securities Act of 1933 as amended or the Securities
Exchange Act of 1934 as amended or German legislation and regulations,
because of actions of the Client or its agent(s), Client's material
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publicly available to the Consultant, or materials provided to Consultant
by Client for use by Consultant in its performance under this Agreement.
b. The Consultant agrees to indemnify and hold the Client and each officer,
director and controlling person of the Client against any loses, claims,
damages, liabilities and/or expenses (including any legal or other expenses
reasonability incurred in investigating or defending any action or claim in
respect thereof) to which the Client of such officer, director or
controlling person may become subject under the Securities Act of 1933 as
amended or the Securities Exchange Act of 1934 as amended or German
legislation and regulations, solely because of actions of the Consultant or
his agent (s).
IX. TERMINATION
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Notwithstanding Section III of this Agreement, this Agreement may be terminated:
a. By the Client for any reason upon 30 days prior written notice to
Consultant.
b. By Consultant upon 30 days prior written notice to the Client in the
event;
(i) Client requests Consultant to perform acts or services in
violation of any law, rule, regulation, policy or order of any federal
or state regulatory agency,
(ii) Client distributes to the public information containing material
misrepresentations or omissions, or
(iii) Client is engaging in conduct in violation of any law, including
rules, regulations, orders and policies of any federal or state
regulatory agency.
X. NOTICES
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Any notices required or permitted to be given under this Agreement shall be
sufficient if in writing and delivered via FAX, to the FAX number set forth
below, or if sent by registered or certified mail, return receipt requested, to
the address set forth below.
a. If to Consultant:
b. If to Client:
Xxx Xxxxxxxx Xxxx
Xxxxxxxxxxxxx, XX 00000
Fax: (000) 000-0000
XI. APPLICABLE LAW
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This Agreement shall be interpreted and construed in accordance with and
pursuant to the laws of the State of New Jersey.
XII. ARBITRATION
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Any dispute, difference or question which may arise at any time hereinafter
between the Shareholders touching on the true construction of this Agreement and
the respective rights and obligations of each party hereto to the other shall be
referred to and settled by binding arbitration under the American Arbitration
Association. No arbitration shall be commenced until the aggrieved party shall
send to the other party a written notice describing the problem and stating a
proposed solution ("Settlement Notice"). For Thirty (30) days after the sending
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of the Settlement Notice, the parties shall try to settle the dispute in good
faith. During this Thirty (30) day settlement period, each party shall send to
the other an additional written notice with further proposal for resolving the
dispute and responding in detail to the last proposal of the other party. The
contents of the Settlement Notice and of all discussions and writings during the
Thirty (30) day settlement period shall be without prejudice and shall be
privileged as settlement discussion and may not be used in any legal proceedings
or arbitration. The place of arbitration shall be in the State of Florida.
Judgement on the Arbitral award may be entered in any court in the State of
Florida or in any court having jurisdiction. The parties hereby waive all
defences as to personal jurisdiction, venue and sovereign immunity from
attachment, exception and jurisdiction in any proceeding to confirm or enforce
the award. The laws of the State of Florida shall govern all issues during the
arbitration. The decision of the Arbitrator shall be final and finding on the
parties.
XIII. SEVERABILITY
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The provisions contained herein are severable and in the event any of them shall
be held invalid, the Agreement shall be interpreted as if such invalid
provisions were not contained herein.
XIV. ENTIRE AGREEMENT
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This entire Agreement constitutes and embodies the entire understanding and
agreement of the parties and supersedes and replaces all prior understandings,
agreements and negotiations of the parties. This Agreement may not be modified,
except in writing and signed by all parties hereto.
XV. COUNTERPARTS
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This Agreement may be executed in counterparts, each of which shall constitute
and be deemed an original, but both of which taken together shall constitute to
one and the same document.
IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this
Agreement the day and year first above written.
CONSULTANT
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Xxxxxxxxx Xxxxxxxxxx, CONSULTANT
CLIENT
T & G2
By:
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Xxxxx X. Xxxxxxxxx, President/ CEO
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Exhibit A
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Payment
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I. For business development, strategic planning and other
consulting work to be accomplished, the Company will grant
the Consultant the option to purchase, from the Company, One
million Five hundred thousand (1,500,000) shares of TTGG
common-stock issued under Reg. S-8 at the greater of $.10 or
a ten percent discount to the previous five day average
daily trading price of The Company's stock upon exercise of
such options. Consultant is to receive a total of One
million Five hundred thousand (1,500,000) options for the
one year period of this Agreement. If Agreement is
terminated at one of the above designated times for such
termination, any remaining options, of the total One million
Five hundred thousand (1,500,000), will then be retired.
II.
III. The Company hereby irrevocably agrees not to circumvent,
avoid, bypass or obviate directly or indirectly, the intent
of this Agreement, to avoid payment of fees, in any
transaction with any corporation, partnership or individual,
introduced by the Consultant to the Company in connection
with any project, any loans or collateral or funding, or any
other transaction involving any products, transfers or
contracts, or third party assignments thereof.
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ATTACHMENT A
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It is hereby acknowledged that the compensation for the services identified
in the foregoing Agreement will be in the form of T&G2, Inc. Class A Common
Stock registered on From S-8. Accordingly, the Consultant represents that the
services to be performed under the Agreement are eligible services as required
by Form S-8, and that the stock, when issued, must be issued in the name of a
"natural person" as defined by the applicable securities laws.
The Consultant represents that none of the compensation received hereunder
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is for promoting or maintaining a market in the stock of T&G2, Inc. The
Consultant, under the terms of this Agreement is not being retained to find
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investors; provide investor relations or shareholder communication services;
promote T&G2, Inc.'s stock through newsletters; or as part of a capital raising
scheme.
Additionally, the Consultant represents that, with regard to the stock to
be registered as compensation for the services rendered hereunder, (i) neither
T&G2, Inc., or a promoter of its stock, will direct the resale in the public
market of the stock received under this Agreement as compensation; and (ii)
T&G2, Inc. will not receive any portion of the proceeds of the resale of the
stock issued as compensation hereunder.
The Consultant acknowledges that T&G2, Inc., and its counsel, will rely on
these representations when filing the Form S-8 to register the shares that are
received as compensation.
CONSULTANT
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