CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") is made this 15th day of
October, 1998, by and between Sentry Accounting, Inc., a Florida corporation
whose business address is 0000 X. Xxxxxxx Xxxxxx, Xxxxx 0, Xxxxxxxx, XX 00000
(the "Company"), and Progressive Ventures International, Inc., whose business
address is 0000 X. 0xx Xxxxxx, Xxxxx, XX 00000 (the "Consultant").
BACKGROUND INFORMATION
The Company desires to move forward with its proposed business plan and
intends to hire Consultant in that regard. The Consultant has agreed to consult
with the officers and directors of the Company and to assist the Company in
accomplishing its goals, including (i) preparing the necessary documentation to
become listed on the OTC Bulletin Board, (ii) preparing the necessary
documentation to become listed with Standard & Poors, (iii) and any other
services requested from time to time by the Company.
THEREFORE, the parties agree as follows:
OPERATIVE PROVISIONS
SECTION 1
CONSIDERATION AND TERM
1. Consideration. The Company shall pay the Consultant for services
performed under this Agreement a total of $4,600, as follows: $1,000 in cash and
$3,600 in the form of common stock of the Company, issued under the anticipated
504 offering at $.03 per share (or 120,000 shares).
2. Term. The term of this Agreement shall be for six months from the date
of the Agreement.
SECTION 2
MISCELLANEOUS
3. Entire Agreement. This instrument contains the entire agreement of the
parties. There are no representations or warranties other than as contained
herein. The Company shall indemnify and hold harmless the Consultant from and
against any losses, claims, damages or liabilities related to or arising out of,
any services rendered to the Company pursuant to the terms of this Agreement. No
waiver or modification hereof shall be valid unless executed in writing with the
same formalities as this Agreement. Waiver of the breach of any term or
condition of this Agreement shall not be deemed a waiver of any other or
subsequent breach, whether of like or of a different nature.
4. Florida Law. This Agreement shall be construed according to the laws of
the State of Florida (exclusive of the conflicts of law provisions thereof) and
shall be binding upon the parties hereto, their successors and assigns.
5. Venue. The Consultant and the Company each agree that any legal or
equitable action or proceeding with respect to this Agreement shall be brought
in any Federal or State court of competent jurisdiction located in the County of
Hillsborough, City of Tampa, and, by execution and delivery of this Agreement,
each accepts for themselves and their property, generally and unconditionally,
the exclusive jurisdiction of the aforesaid courts and any related appellate
court with respect to this Agreement, and irrevocably agree to be bound by any
judgment rendered thereby in connection with this Agreement, and irrevocably
waive any obligation they may not or hereafter have as to the venue of any such
action or proceeding brought in such a court or that such court is an
inconvenient forum. The Company and the Consultant each consent to the service
of process of any of the aforementioned courts in any such action or proceeding
by mailing of copies thereof by registered mail, postage prepaid, such service
to become effective three business days after such mailing. In any such
proceeding, the prevailing party shall be entitled to an award of fees and
disbursements of counsel.
6. Waive Jury Trial. The Company and the Consultant each hereby waive trial
by jury in any judicial proceeding brought by either of them with respect to
this agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day
and year first above written.
SENTRY ACCOUNTING, INC.
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------------------
Xxxxxx X. Xxxxxxx, President
PROGRESSIVE VENTURES
INTERNATIONAL, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------
Xxxxxxx X. Xxxxxxx, President
