DATED: May 15th, 2002
HEALTH ANTI-AGING LIFESTYLE OPTIONS, INC.
- and -
MONACO CAPITAL & COMMUNICATION X.X.X.
THIS CONSULTING AGREEMENT made as of the 15 day of May 2002.
BETWEEN:
HEALTH ANTI-AGING LIFESTYLE OPTIONS. INC. of
0000 Xxxxxxxx Xxxxxx
Xxxx Xxxxxxxxx, XX
Xxxxxx, X0X 0X0
(hereinafter referred to as the "Corporation") OF THE FIRST PART
MONACO CAPITAL & COMMUNICATION X.X.X. of
Le Montaigne
0, XX. Xx Xxxxxx-Xxxxxxxx
Xxxxx Xxxxx
00000 Xxxxxx
(hereinafter referred to as the "Consultant") OF THE SECOND PART
WHEREAS the Corporation wishes to retain the Consultant for its business and
the Consultant has agreed to provide such services to the Corporation.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual
covenants and agreements herein contained and for other good and valuable
consideration, it is hereby agreed by and between the parties as follows:
ARTICLE 1
Definitions
1.1 For the purpose of this Agreement, "Consulting Services" shall mean the
provision of but not limited to the following:
Introduce the Corporation to financial contacts within its extensive
network;
Introduce Xx. Xxxxxxx Xxxxxxx aka Xxxxx Xxxxx, the CEO of the
Corporation to financing clients and contacts;
Assist in developing new mailing sources and broker dealers from
Germany and other European countries;
Introduce new contacts and potential business opportunities
developed over numerous years in business in Canada and abroad;
Seek potential financings in Europe and North America;
Assist to locate and develop new relationships with European fund
managers and high net worth private individuals looking to invest in
companies in North American Exchanges;
Represent the Corporation throughout North America to improve
corporate recognition and to dramatically increase the number of
corporate shareholders;
Assist to develop new sources of distribution to assist the
Corporation in attaining its goal of more "global" representation in
its investor portfolio;
Seek out analysts and newsletter writers in Europe and North
America.
ARTICLE 2
Engagement of the Consultant and Its Duties
2.1 The Corporation hereby engages the services of the Consultant and the
Consultant hereby accepts the engagement of its services by the Corporation,
subject to the terms and conditions hereinafter contained and subject to
obtaining the necessary regulatory approval hereto.
2.2 The Consultant shall provide the Consulting Services to the Corporation
in such manner as the Corporation and the Consultant may reasonably agree, and
shall devote such of its time as is necessary to properly render the
Consulting Services to the Corporation, and all its effort, skills, attention
and energies during that time to the performance of its duties as herein set
forth. In addition to the foregoing, the Consultant will ensure that the
services to be provided will be carried out personally by Xx. Xxxxxxx X.
Xxxxxxxx, principal shareholder of the Consultant. Any assistance provided to
Xx. Xxxxxxxx will be by qualified and competent employees or associates of the
Consultant who are familiar with the Corporation's affairs, business and
products.
2.3 The Corporation acknowledges that it is aware of the Consultant's many
outside activities, duties and financial interests and agrees that the
performance of such activities and duties and involvement of such financial
interests will not be construed as a breach of this Agreement, provided
that the Consultant provides the Consulting Services on a basis which does not
impair the activities and business interests of either the Corporation or the
Consultant.
2.4 In providing the Consulting Services, the Consultant will be relying upon
information received from the Corporation, and will so disclose this fact in
all communications. Written authorization in advance by specified
representatives of the Corporation is required on any and all material sent
out by the Consultant. The Corporation agrees to provide the Consultant with
such information, financial records, documents and product information as may
facilitate the performance of the Consulting Services by the Consultant.
2.5 In the event of any misstatements, misrepresentations or omissions in
information as provided by the Corporation to the Consultant and as utilized
by the Consultant in the performance of the Consulting Services that may
result in liability to the Consultant, the Corporation agrees to indemnify
and save harmless the Consultant against any such claims or liabilities.
2.6 The Consultant agrees that it will perform the Consulting Services in
accordance with all applicable laws including, but not limited to applicable
Securities Acts, their rules and regulations, and the rules and policies of
any Stock Exchange or Stock Quotation Service as applicable.
2.7 The Consultant agrees to indemnify and save the Corporation harmless
with respect to any claim, suit, proceedings or judgement, whether regulatory
or of a court of competent jurisdiction arising from any breach of the
Agreement by the Consultant.
2.8 The term of this Agreement shall be for a period of two (2) years
commencing on the _______ day of May 2002. After the initial 24-month term,
this Agreement may be renewable from year to year upon the written agreement
of both parties. The indemnities provided herein at sections 2.5 and 2.7 will
survive the termination of this Agreement.
2.9 The Consultant shall at all times be an independent contractor and not
the servant or agent of the Corporation. No partnership, joint venture or
agency will be created or will be deemed to be created by this Agreement or by
any action of the parties under this Agreement. The Consultant is not an
agent, servant or employee of the Corporation, nor shall it represent itself
to have any such relationship with the Corporation. The Consultant shall be
an independent contractor with control over the manner and means of its
performance. Neither the Consultant nor its employees or agents shall be
entitled to rights or privileges applicable to employees of the Corporation
including, but not limited to, liability insurance, group insurance, pension
plans, holiday paid vacation and other benefit plans which may be available
from time to time between the Corporation and its employees.
ARTICLE 3
Compensation
3.1 The Corporation agrees to pay the Consultant, in consideration of the
provision by the Consultant of the Consulting Services to the Corporation, the
sum of Thirty Five Thousand (US$35,000) United States Dollars per month
payable in advance of the month in which services are to be rendered such
amount to be deducted from the advances as provided in Section 3.2.
3.2 The Corporation further agrees to pay the Consultant the sum of Two
Hundred Fifty Thousand (US$250,000) United States Dollars upon execution of
this Agreement from which the Consultant shall deduct the payments described
in Section 3.1 and expenses to be incurred pursuant to the public relations
program including reasonable disbursements which will include travel and
accommodation expenses, printing and mailing costs, long-distance charges,
outside services, and all other out-of-pocket expenses as the Corporation may
agree incurred by the Consultant in the performance of its obligations
pursuant to this Agreement. The Consultant agrees to provide the Corporation
with support documentation for disbursements and expenses incurred where
procurable. An accounting will be provided of the expenses incurred and paid
from the advance. Any amount of the advance not utilized is fully refundable
to the Corporation. From time to time when the $250,000 has been fully drawn
down, the Corporation shall advance a further $250,000.
3.3 The Corporation agrees to grant the Consultant, subject to regulatory
approval, a non-transferable option (the "Option") to purchase all or any part
of up to five hundred thousand (500,000) common shares of its capital as fully
paid and non-assessable freely trading shares at the same exercise price per
share as incentive stock options being granted to its directors and management
group. The Option shall be valid for a period of two (2) years from the date
of grant. The Corporation will use its best efforts to file a resale
registration statement with the Securities and Exchange Commission (the "SEC")
to register the underlying shares from the exercise of the Option for resale
under the Securities Act.
ARTICLE 4
Confidentiality
4.1 The Consultant will not, directly or indirectly, use, disseminate,
disclose, communicate, divulge, reveal, publish, use for its own benefit,
copy, make notes of, input into a computer data base or preserve in any way
any confidential information relating to the Corporation or its subsidiaries,
associates or affiliated corporations whether during the term of this
Agreement or thereafter, unless it first received written permission to do so
from an authorized officer of the Corporation.
4.2 For the purposes of this Agreement, "confidential information" is
information disclosed to or acquired by the Consultant relating to the
business of the Corporation, or its subsidiaries, associates or affiliated
corporations, their projects or the personal affairs of their directors,
officers and shareholders, including information developed or gathered by the
Consultant which has not been approved by the Corporation for public
dissemination. Confidential information does not include information in the
public domain, information released from the provisions of this Agreement by
written authorization of an authorized officer of the Corporation, information
which is part of the general skill and knowledge of the Consultant and does
not relate specifically to the business of the Corporation, and information
which is authorized by the Corporation to be disclosed in the ordinary course
or is required by law or applicable regulatory policy to be disclosed.
ARTICLE 5
Miscellaneous
5.1 Any notice required or permitted to be given hereunder shall be given by
hand delivery, facsimile transmission or by registered mail, postage prepaid,
addressed to the parties at their respective addresses as previously set forth
and any such notices given by hand delivery or by facsimile transmission shall
be deemed to have been received on the date of delivery or transmission and if
given by prepaid registered mail, shall be deemed to have been received on the
third business day immediately following the date of mailing. The parties
shall be entitled to give notice of changes of addresses from time to time in
the manner hereinbefore provided for the giving of notice.
5.2 Time shall be the essence of this Agreement.
5.3 The provisions of this Agreement shall inure to the benefit of and be
binding upon the Corporation and the Consultant and their respective
successors and assigns. This Agreement shall not be assignable by the
Consultant.
5.4 This Agreement constitutes the entire agreement between the parties
hereto pertaining to the subject matter hereof and supersedes all prior and
contemporaneous agreements, understandings, negotiations and discussions,
whether oral or written, of the parties hereto in connection with the
subject matter hereof. No supplement, modification, waiver or termination of
this Agreement shall be binding, unless executed in writing by the parties to
be bound thereby.
5.5 This Agreement shall be governed by the laws of the Province of British
Columbia.
IN WITNESS WHEREOF this Agreement has been executed by the parties.
) HEALTH ANTI-AGING LIFESTYLE OPTIONS, INC.
)
)
)
) Per: /s/
) ---
) Authorized Signatory
)
)
) MONACO CAPITAL &
) COMMUNICATION X.X.X.
)
)
) Per: /s/
) ---
) Authorized Signatory
