MARKETING CONSULTING AGREEMENT
This consulting agreement is made and entered into as of July 20, 1999, by and
among XXXX-U International, Inc. dba/ ColorMax, a U.S.-based corporation with
its principal offices at 0000 X. Xx Xxxxx Xxx., Xxxxx X, Xxxxxxx, XX 00000
(The "Corporation") and Xxx X. Xxxx, Managing Director of SEKE Marketing
Enterprise Corp., a Korea based sole proprietorship with its principal offices
at #000, 0-Xxxx, Xxxxxxx Xxxxxxxx, Xxxxx-Xx, Xxxxxxx-Xx, Xxxxx (The
"Consultant").
Now, therefore, in consideration of the foregoing and of the mutual covenants
and agreements set forth herein and other good and valuable consideration, the
receipt of which is hereby acknowledged, the parties hereto hereby agree to as
follows:
1. Provision of Services: The consultant shall, to the extent reasonably
required in the conduct of the business of the Corporation, place at the
disposal of the Corporation, Consultant's judgment and experience and, to such
extent and at the prior written request of the Corporation, provide business
development and Medical Marketing services to the Corporation, including
without limitation the following;
(i) The Consultant shall provide through its experience, agents, and
contacts the Corporation with the opportunity for and contact with
the Consultant's Optical Doctors network. The Consultant shall
actively pursue and make contact for and on behalf of the
Corporation (as deemed fit by the Corporation). This service shall
be provided for the duration of the Agreement set forth herein,
and/or until the corporation has reached an appropriate level of
market support in the territory of Japan, Korea, Hong Kong and
Thailand, as agreed by the parties.
(ii) Consultant shall introduce and facilitate contracts with business
networks that are known to consultant for the purpose of providing
Corporation's products to the businesses' employees. Consultant
shall seek to set appointments for ColorMax management personnel to
meet with the aforementioned entities, in order to enable
discussions promoting ColorMax and its products.
(iii) The Consultant shall use its best efforts in the furnishing of
advice and make available qualified professionals for the
performance of it's obligations under this agreement. To the
extent reasonably practical, Consultant shall use its own personnel
rather than outside professionals.
2. Compensation: The Consultant shall accept free trading Corporation
stock for the consulting services to be provided under this Agreement. This
consideration may be met by the delivery of free trading Corporation stock of
Two Hundred Fifty Thousand (250,000-) un-restricted common stock, at the
discretion of the Corporation to this agreement.
3 Term: This Agreement shall be in effect for 360 days, or until the
completion of all tasks set forth herein by the Consultant from date of
contract execution. The Corporation may at any time, and at it's sole
discretion, terminate this Agreement with a fifteen day written notice to
Consultant.
4. Non-Disclosure and Non-Compete: The Consultant agrees not use any
confidential data disclosed by ColorMax except for its own use or for any
purpose approved by ColorMax in writing. All employees and staffs who shall
engage in ColorMax businesses shall observe such restriction. During the term
of this Agreement, consultant shall not market, sell, lease, promote or
distribute any products which uses similar technologies or functions, and
compete with ColorMax products in the Territory.
5. Liability: Indemnification: The Corporation shall indemnify, save
harmless and defend Consultant and it's officers, employees and agents from
and against any loss, damage, liability, judgment, cost or expense whatsoever,
including counsel fees, suffered or incurred by it or him by reason of, or on
account of, its activities as a consultant to the Corporation hereunder,
except for any loss, damage, liability, judgment, cost or expense resulting
from willful malfeasance, bad faith or gross negligence in the performance
of the Consultant's duties hereunder.
The Consultant shall indemnity, save harmless and defend the Corporation
and it's officers, directors, employees and agents from, against and in
respect of any loss, damage, liability, judgment, cost or expense whatsoever,
including counsel fees, suffered or incurred by the Corporation by reason of,
or gross negligence in the performance of the Consultant's duties hereunder.
The Consultant shall at all times be an independent contractor of the
Corporation and except as expressly provided or authorized by this agreement,
shall have no authority to act for or represent the Corporation in any manner
whatsoever.
6. General: This Agreement sets forth the entire agreement and
understanding between the parties with respect to it's subject matter and
supersedes all prior discussions, agreements and understandings of every and
any nature between them with respect thereto. This agreement shall be
governed by and construed in accordance with the laws of the state of
California applicable to agreements made to be performed entirely within such
state.
7. This agreement may be signed in counterparts via facsimile for
expedition of this Agreement only and each such counterpart shall be deemed a
part of this Agreement and to be an original.
8. Endorsements:
For The Corporation:
XXXX-U International, Inc. dba/ColorMax
/s/ X. Xxx Date: August 23, 1998
-------------------- --------------------
X. Xxx, Director
For the Consultant:
SEKE Marketing Enterprise Corp.
/s/ Xxx X. Xxxx Date: August 24, 1999
-------------------- ---------------------
Xxx X. Xxxx, Owner
[LETTERHEAD OF SEKE MARKETING ENTERPRISE CORP.]
August 24, 1999
Xx. Xxxxxxx Xxxxxxxxxx
000 Xxxx Xxxxx Xxxxx
Xxxxx 000
Xxxx Xxxx Xxxx, Xxxx 00000
Dear Xx. Xxxxxxxxxx,
In reply to your letter dated August 17, 1999, the types of services which I
will perform include the following in the territories of Japan, Korea, Hong
Kong and Thailand:
* Expand Product Distribution Base.
* Facilitate contracts with business to provide ColorMax products to its
employees.
* Introduce qualified optical doctors throughout territory to ColorMax
Personnel.
* Give ColorMax product demonstrations and information to all of the
above.
Also, please confirm that SEKE is a sole proprietorship and that I am its
"alter ego".
Sincerely,
/s/ Xxx X. Xxxx
-----------------------
Xxx X. Xxxx
Sole Proprietor
[LETTERHEAD OF XXXXXXX X. XXXXXXXXXX, ESQ.]
August 17, 1999
Xxx X. Xxxx, Managing Director
SEKE Marketing Enterprise Corp.
#000, 0-Xxxx
Xxxxxxx Xxxxxxxx
Xxxxx-Xx
Xxxxxxx-Xx
Xxxxx
Re: Issuance of compensatory shares of common stock of
Xxxx-U International, Inc., a Delaware corporation
doing business as "ColorMax Technologies, Inc." (the
"Company"), to Xxx X. Xxxx, consultant, to be
registered on Form S-8 of the Securities and Exchange
Commission
Dear Xx. Xxxx:
I represent the Company in connection with the foregoing and have
been engaged to prepare a Registration Statement on Form S-8 of the Securities
and Exchange Commission for the registration of the securities to be issued to
you under a marketing consulting agreement with the Company.
I have prepared a brief Summary of certain recent amendments of
the Securities and Exchange Commission to this Form, and have enclosed a copy
thereof for your review.
Please review this Summary and advise me in writing of the types
of services you are to render, and please facsimile me a copy of this Summary,
with your typed comments (I cannot scan hand written notations for an XXXXX
filing), indicating, if applicable, that these prohibitions do not relate to
you or the services you are to render. If you provide separate hand written
comments, I will be happy to have them typed on this Summary.
I am advised that the Company is in the process of completing its
Annual Report on Form 10-KSB for the calendar year ended December 31, 1998,
and its Quarterly Reports on Form 10-QSB for the quarterly periods ended March
31, 1999, and June 30, 1999. These Forms must be completed and filed with the
Securities and Exchange Commission before the Company can complete its S-8
filing; once they are filed, I will provide you with copies, along with a copy
of the written consulting agreement regarding the shares to be issued pursuant
to the S-8.
I also note that you have signed the consulting agreement on
behalf of SEKE Marketing Enterprise Corp." Please be aware that the
Securities and Exchange Commission does not allow S-8 shares to be issued to
entities other than individuals. The recitals to the consulting agreement
state that SEKE is a sole proprietorship and show you as the signatory on
behalf of that entity. This is fine as long as SEKE is indeed a sole
proprietorship and you are its "alter ego." Please confirm to me in writing
if this is the case.
Thank you very much.
Yours very sincerely,
/s/ Xxxxxxx X. Xxxxxxxxxx
Xxxxxxx X. Xxxxxxxxxx
cc: Xxxx-U International, Inc.
