EXHIBIT 10.1
CONSULTANT SERVICES AGREEMENT
THIS SERVICES AGREEMENT (the "Agreement") dated November 5, 2004 is made
by and between Cimbix Corporation, a Washington corporation ("the Company"),
and Xxxxxxx Xxxxxx, an individual resident of Canada ("Consultant").
WHEREAS, Consultant will provide administrative services to the Company,
and Consultant has agreed to make herself available as is reasonably
necessary to provide such future services; and
WHEREAS, the administrative services covered by this Agreement that have
been provided and that are to be provided in the future by Consultant,
including making herself available as is reasonably necessary to provide
such services in the future, are hereinafter referred to as the "Services";
and
WHEREAS, as partial consideration for the Services, the Company has agreed to
issue shares of its common stock to Consultant as hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual promises and covenants set
forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged by the parties, the parties hereto,
intending to be legally bound, agree as follows:
1. CONSIDERATION. As partial consideration for the Services of Consultant, the
Company hereby agrees to forthwith issue to Consultant, a non-refundable flat
fee of 20,000 shares of the common stock of the Company (the "Shares") to
provide administrative services pertaining to the preparation of the Company's
Form 10-KSB for the period ended September 30, 2004.
2. REGISTRATION. The Company agrees that promptly following execution of this
Agreement, prior to the issuance of the shares, it will prepare and file with
the United States Securities and Exchange Commission, a Registration Statement
on Form S-8 covering the Shares. The Company agrees no services will be
performed until the shares are delivered to Consultant in accordance with this
Agreement.
3. ACKNOWLEDGEMENT. The parties hereby confirm and acknowledge that the
Services (a) consist and will consist of bona fide services rendered and to be
rendered to the Company, (b) are not and will not be in connection with the
offer or sale of securities in capital raising transactions, and (c) do not
and will not promote or maintain a market for the securities of the Company.
4. COUNTERPARTS. This Agreement may be executed in any number of counterparts,
all of which taken together shall constitute one and the same instrument.
5. FURTHER ASSURANCES. From and after the date of this Agreement, upon the
request of a party, each other party shall execute and deliver such
instruments, documents and other writings as may be reasonably necessary or
desirable to confirm and carry out and to effectuate fully the intent and
purposes of this Agreement.
6. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the domestic laws of the State of Washington without giving
effect to any choice or conflict of law provision or rule (whether of the
State of Washington or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than the State of
Washington.
IN WITNESS WHEREOF, the parties have executed this Agreement the date first
mentioned above.
ACCEPTED:
Consultant CIMBIX CORPORATION
By: /s/ Xxxxxxx Xxxxxx By: /s/ Xxxxxx Xxxxxx
------------------------ --------------------
Xxxxxxx Xxxxxx, Consultant Xxxxxx Xxxxxx
President/Chief Executive Officer
