Xxxxx Xxxxxxxx & Xxxxxx, Inc.
000 Xxxxxxxxxx Xxx.
Xxxxx 000
Xxxx Xxxxxx, X.X. 00000
Phone: (000) 000-0000 Fax: (000) 000-0000
CONSULTING AGREEMENT dated as of the 30th day of July, 1998, between Xxxxx
Xxxxxxxx & Monroe, Inc., of La Destra Xxxx Xxxx, XX 00000, and Accident
Prevention Plus, Inc., of 000 Xxxx Xxx. Xxx 000 - Xxxxxxxxx, XX 00000
Accident Prevention Plus, Inc. desires to hire Xxxxx Xxxxxxxx & Monroe, Inc to
assist and asvise for commercial application in The United States and and the
rest of the western hemisphere as to Corporate Structure, Capital Acquisition,
Contract Application, Equity Partners and Mergers and Acquisitions. It will also
advise and coordinate procedures for geographic allocation of business resources
in areas described in this paragraph.
1. Services; Term
Xxxxx Xxxxxxxx & Xxxxxx, Inc. hereby agrees to provide services as consultant to
Accident Prevention Plus, LLC, Inc. for a period of five years commencing on the
thirtieth of July, 1998, for five years terminating on thirtieth of July, 2003.
2. Services to be performed
(See Attachment A)
3. Compensation
a) Xxxxx Xxxxxxxx & Monroe, Inc. shall be retained as described in item number
1, above: Xxxxx Xxxxxxxx & Xxxxxx, Inc., and its associates is to receive
10% of the stock in the new company, (Accident Prevention Plus, Inc.) to be
formed. The 10% can not be diluted by the issuance of new stock to officers
and directors for a period of five years.
4. Travel Expenses
In the event that, at Accident Prevention Plus, Inc.'s request, Xxxxx Xxxxxxxx &
Monroe, Inc. or its representatives is required to travel away from their
corporate offices in Mill Neck, New York, in the performance of their duties
hereunder, the Accident Prevention Plus, Inc. shall reimburse the corporation
for all expenses incurred by the corporation or its representatives in
connection with such travel.
5. Termination
This Agreement may be terminated prior to the end of the Term:
(a) By Accident Prevention Plus, Inc. if Xxxxx Xxxxxxxx & Xxxxxx, Inc. does not
conform to agreed upon stipulation in this contract and as is outlined in number
2, or any other documents pertaining to said paragraph #2, above which are
mutually agreed upon and signed by both parties. Xxxxx Xxxxxxxx & Monroe, Inc.
shall retain all stock and rights prior to any termination.
Xxxxx Xxxxxxxx & Xxxxxx, Inc.
000 Xxxxxxxxxx Xxx,
Xxxxx 000
Xxxx Xxxxxx, X.X. 00000
Phone: (000) 000-0000 Fax: (000) 000-0000
CONSULTING AGREEMENT dated as of the _________________ day of July, 1998,
between Xxxxx Xxxxxxxx & Monroe, Inc., of 000 Xxxxxxxxxx Xxxxxx, Xxxxx 000, Xxxx
Xxxxxx, XX 00000, and Accident Prevention Plus, LLC, of 000 Xxxx Xxx. Xxxxx 000,
Xxxxxxxxx, XX 00000.
Accident Prevention Plus, LLC desires to hire Xxxxx Xxxxxxxx & Monroe, Inc. to
assist and advise for commercial application in The United States and the rest
of the western hemisphere as to Corporate Structure, Capital Acquisition,
Contract Application, Equity Partners and Mergers and Acquisitions. It will also
advise and coordinate procedures for geographic allocation of business resources
in areas described in this paragraph.
1. Services; Term
Xxxxx Xxxxxxxx & Xxxxxx, Inc. hereby agrees to provide services as consultant to
Accident Prevention Plus, LLC, Inc. for a period of five years commencing
_____________ on the of July, 1998, for five years terminating on the
_____________ of July, 2003.
2. Services to be performed
(See Attachment A)
3. Compensation
a) Xxxxx Xxxxxxxx & Monroe, Inc. shall be retained as described in item number
1, above: Xxxxx Xxxxxxxx & Xxxxxx, Inc., and its associates are to receive
10% of the stock in the new company, (Accident Prevention Plus, Inc.) to be
formed. The 10% can not be diluted by the issuance of new stock to officers
and directors for a period of five years.
4. Travel Expenses
In the event that, at Accident Prevention Plus, LLC's request, Xxxxx Xxxxxxxx &
Monroe, Inc. or its representatives are required to travel away from their
corporate offices in West Orange, New Jersey, in the performance of their duties
hereunder, then Accident Prevention Plus, LLC shall reimburse the corporation
for all expenses incurred by the corporation or its representatives in
connection with such travel.
5. Termination
This Agreement may be terminated prior to the end of the Term:
(a) By Accident Prevention Plus, LLC if Xxxxx Xxxxxxxx & Xxxxxx, Inc. does not
conform to agrged upon stipulation in this contract and as is outlined in number
2, or any other documents pertaining to said paragraph #2, above which are
mutually agreed upon and signed by both parties. Xxxxx Xxxxxxxx & Monroe, Inc.
shall retain all stock and rights prior to any termination.
In the event that this Agreement is terminated in accordance with this paragraph
2, the Company shall have no further obligation to Xxxxx Xxxxxxxx & Xxxxxx, Inc.
under this Agreement after the date of such termination, except that Xxxxx
Xxxxxxxx & Monroe, Inc. shall be entitled to receive any consideration to which
it is entitled pursuant to paragraph 2 hereof which has accrued and has not been
paid up to and including the date of termination.
6. Confidential Information
All confidential information which Xxxxx Xxxxxxxx & Xxxxxx, Inc. may now
possess, may obtain during or after the Term, or may create prior to the end of
the Term relating to the business of the Accident Prevention Plus, Inc., shall
not be published, disclosed or made accessible by him to any other person, firm,
or corporation either during or after the Term or used by him except during the
Term in the business and for the benefit of the Accident Prevention Plus, Inc.,
without the prior written consent of the Accident Prevention Plus, Inc..
7. Binding Effect; Assignment
This Agreement shall be binding upon and inure to the benefit of the parties
hereto, the successors and assigns of the Accident Prevention Plus, Inc. and the
assigns, heirs and personal representatives of Xxxxx Xxxxxxxx & Monroe, Inc.;
provided, however, that Xxxxx Xxxxxxxx & Xxxxxx, Inc. may assign, transfer or
otherwise convey any of its rights or delegate any of its duties under this
Agreement without the written consent of the Accident Prevention Plus, Inc..
8. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of
the State of New York without giving effect to conflicts of law.
9. Entire Agreement
This Agreement represents the entire agreement and any other documents
pertaining to said paragraph #2, above which are mutually agreed upon and signed
by both parties with respect to matters contemplated herein and supercedes any
prior oral or written agreements or undertakings between the parties with
respect to such matters.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written.
Xxxxx Xxxxxxxx & Monroe, Inc. Accident Prevention Plus, Inc. by
Authorized Representative Xxxxxxx Xxxxxxxx, Chairman and CEO
Xxxx Xxxxxxxxx
/s/ Xxxx Xxxxxxxxx /s/ Xxxxxxx Xxxxxxxx, CEO
- ----------------------------- -------------------------------
Xxxxxx X. Xxxxxxx, President
/s/ Xxxxxx X. Xxxxxxx
-----------------------------------
Xxxxx Xxxxxxxx & Xxxxxx, Inc.
000 Xxxxxxxxxx Xxx.
Xxxxx 000
Xxxx Xxxxxx, X.X. 00000
Phone: (000) 000-0000 Fax: (000) 000-0000
Attachment A
1. Advise to
a) Commercial application
1. United States
2. Other areas of the Western Hemisphere
2. Corporate Structure
3. Capital Acquisition
4. Contract Application
5. Equity Partners
6. Mergers and Acquisitions
XXXXX XXXXXXXX & MONROE
000 Xxxxxxxxxx Xxx.
Xxxxx 000
Xxxx Xxxxxx, X.X. 00000
Phone: (000) 000-0000 Fax: (000) 000-0000
Under Rule 144 SEC Regulation, Accident Prevention Plus LLC or their attorney
cannot refuse a Letter of Opinion for relief in regard to taking legend off
stock in the above mentioned Corporation provided all SEC requirements are met.
Accident Prevention Plus, LLC must accept Corporation's own Counsel Letter of
Opinion.
AMENDMENT TO CONSULTING AGREEMENT
THIS AMENDMENT TO CONSULTING AGREEMENT is entered into this 28th day of
October, 1998 by and between Accident Prevention Plus, Inc., a Nevada
corporation ("APP") and Xxxxx Xxxxxxxx & Xxxxxx, Inc. (`Xxxxx Xxxxxxxx").
RECITALS
WHEREAS, Xxxxx Xxxxxxxx and Accident Prevention Plus, LLC, a limited
liability company ("APP LLC") had entered into a consulting agreement dated July
30, 1998 (the "Consulting Agreement") for a five year period pursuant to which
Xxxxx Xxxxxxxx was to perform certain duties;
WHEREAS, the terms and provisions of the Consulting Agreement provided
that Xxxxx Xxxxxxxx would receive an approximate ten percent (10%) equity
ownership interest in a new corporation to be formed as consideration for the
performance of those duties by Xxxxx Xxxxxxxx (not to be diluted by the issuance
of new stock to officers and directors for a period of five years);
WHEREAS, on October 28, 1998, Accident Prevention Plus, Inc. ("APP")
was formed under the laws of the state of Nevada, and APP and Xxxxx Xxxxxxxx
entered into an agreement (the "Exchange Agreement") whereby Xxxxx Xxxxxxxx
agreed to exchange either its equity membership interest or its right to an
equity membership interest in APP LLC for shares of restricted common stock of
APP;
WHEREAS, in accordance with the terms and provisions of the Exchange
Agreement, on October 28, 1998, 2,006,276 shares of restricted common stock of
APP were issued to Xxxxx Xxxxxxxx evidencing an approximate 11.087% equity
ownership interest in APP pursuant to the terms and provisions of the Consulting
Agreement;
WHEREAS, the board of directors of APP approved the issuance of such
shares of stock to Xxxxx Xxxxxxxx by resolution dated October 28, 1999; and
WHEREAS, the parties hereto desire to memoralize the terms and
provisions for such issuance of shares of common stock of APP.
NOW, THEREFORE, for and in consideration of the covenants and promises
set forth below, the parties agree as follows:
1. Xxxxx Xxxxxxxx agrees to accept the issuance of 2,006,276 shares of
restricted common stock of APP as settlement for any and all services performed
pursuant to the Consulting Agreement and fulfillment of the terms and provisions
of the Consulting Agreement, and that such stock- certificate issued shall be
dated as of October 28, 1998;
2. APP acknowledges that such issuance of shares represents a greater
equity percentage ownership interest in APP than was originally contemplated by
the terms and conditions of the Consulting Agreement, and agrees to issue the
2,006,276 shares of restricted common stock to Xxxxx Xxxxxxxx.
3. Xxxxx Xxxxxxxx is aware that the shares of common stock are not
being registered under the Securities Act of 1933, as amended. Xxxxx Xxxxxxxx
understands that the shares of common stock are being issued in reliance on the
exemption from registration provided by Section 4(2) thereunder. Xxxxx Xxxxxxxx
represents and warrants that: (a) the shares of common stock are being acquired
solely for Xxxxx Xxxxxxxx'x own account, for investment purposes only, and not
with a view to or in connection with, any resale, distribution, subdivision or
fractionalization thereof; and (b) Xxxxx Xxxxxxxx has no agreement or other
arrangement, formal or informal, with any person to sell, transfer or pledge any
of the shares of common stock or which would guarantee to Xxxxx Xxxxxxxx any
profit, or protect Xxxxx Xxxxxxxx against any loss with respect to the shares of
common stock, and Xxxxx Xxxxxxxx has no plans to enter into any such agreement
or arrangement. Xxxxx Xxxxxxxx understands that it may be required to bear the
economic risk of this investment for an indefinite period of time because there
is currently no trading market for the shares of common stock and the shares of
common stock cannot be resold or otherwise transferred unless applicable state
securities laws are complied with (which APP is not obligated to do) or
exemptions therefrom are available.
4. The issuance of 2,006,276 shares of common stock of APP to Xxxxx
Xxxxxxxx shall be valued at $0.003 for an aggregate valuation of $6,018.00 as of
October 28, 1998.
5. Xxxxx Xxxxxxxx agrees to waive any such restricted provisions
contained in paragraph 3(a) of the Consulting Agreement which does not allow for
the subsequent issuance of new shares of common stock to the officers and
directors of APP for a period of five years.
6. Each party shall indemnify, defend and hold harmless the other from
and against any and all claims, damages, liabilities, losses, costs and expenses
arising out of the Consulting Agreement and the issuance of stock pursuant to
this Amendment to the Consulting Agreement.
IN WITNESS WHEREOF, the parties have executed this Amendment on the
dates indicated below to be effective as of the date first above written.
ACCIDENT PREVENTION PLUS, INC.,
A Nevada corporation
Date: 1/10/00 By: /s/ Xxxxxx X. Xxxxxxx
------------------------
Xxxxxx X. Xxxxxxx
XXXXX XXXXXXXX & MONROE, INC.
Date: 1/07/00 By: /s/ Alex ??????
-----------------
Alex ???????
