CONSULTING AGREEMENT
This Consulting Agreement ("Agreement") is entered into this 1 st day of
October 2001 (the "Effective Date") by and between Global Financial Services,
Inc. ("Global" or 'Consultant"), a California Corporation and Xxxxx Xxxxxxx,
Xxxxx Xxxxx, Esq., and Xxxx Xxxxxx ("Consultants"), Individuals wrath
Xxxxxxxxxxx-B1air, Inc., (the "Company"), a Colorado Corporation dlb/a.
novahead, Inc. or any of its successors.
The Company desires to engage Global and the Consultants, subject to the
terms and conditions of this Agreement, to perform certain services for the
Company.
Now, therefore, in consideration of the mutual promises and covenants
contained herein, the parties agree as follows:
1. ENGAGEMENT OF CONSULTANT
The Company hereby engages Consultants and Consultants hereby agree to hold
themselves available to render, at the request of the Company, independent
consulting services for the Company, upon the terms and conditions hereinafter
set forth. Such consulting services rendered to the Company's management shall
include but nit be limited to (a) advice concerning the corporate planning and
development of the Company; and or assistance in marketing and promotions of any
or all products of the Company; (b) advice and or assistance in concerning
potential merger and/or acquisition candidates for the Company; (e) development
matters such as a Public Offering coordinator in a Private Placement of its
Common Stack; (d) assistance with Management and with its corporate attorneys,
its auditing and accounting staff as to the Federal and State Securities Laws
fling requirements with AICPA standards and procedures.
2. TERM
The term of this Agreement {"Term'} shall begin as of the Effective Date and
shall terminate one (1) year thereafter. Anything to the contrary contained
herein notwithstanding either party may terminate this Agreement with or without
cause. The terminating party shall give written notice to the other party of its
intent to terminate the Agreement at least thirty (30) days xxxxx to the
intended effective date of termination.
3. COMPENSATION
A. CONSULTING FEES
For any CASH FUNDS raised for the Company by the Consultants' introduction
of a shareholder, an investment banker, a venture capitalist, a broker or a
broker-dealer, the Consultants shall be paid a 3% introduction fee when the
funds are cleared and in the Company's possession. Such funds paid to
Consultants or nominees shall be divided equally if the Consultants accept
such fee, which is at their discretion.
B. WARRANTS
Each Consultant or his/its nominee(s)-shall receive compensation in the
form of Warrants to purchase five hundred thousand (500,000) shares of the
Company's Common Stock (the "Warrants"). The Warrants shall be exercisable
at a price of $0.25 per Share for the first two hundred and fifty thousand
(250,000) Shares and $0.50 for the last two hundred and fifty thousand
(250,000) Shares.
The Warrants shall be deemed exercisable immediately after the Company has
received a trading symbol and is publicly trading on any exchange. The
Warrants are also fully exercisible in the event that the Company becomes a
public company through a merger to another public trading company, or is
acquired by another public corporation or by transfer of assets through a
sale, or by an Initial Public Offering, "IPO". The preceding events are not
to be interpreted as meaning that the Warrants are exercisible because the
Company became a public company by merging with Xxxxxxxxxxx-Xxxxx. The
Warrants shall be exercisable in numbers proportionate to any stock splits.
C. REGISTRATION OF SHARES
The Company agrees that, immediately after receiving a trading symbol, it
will register the shares underlying the Warrant with the Securities and
Exchange Commission through the use of a Registration Statement on Form
S-8, under the Securities Act of 1933.
4. INDEPENDENT CONTRACTOR
It is expressly agreed that Consultants are acting as independent contractors in
performing their services hereunder. The Company shall not pay any contributions
to social security unemployment insurance for the benefit of Consultant, federal
or state withholding taxes nor provide any other contributions or benefits,
which might be expected in an employer-employee relationship.
The Company acknowledges that it is aware that bath Consultants and/or Global
may, from tame to time, perform. services for, receive remuneration from and/or
hold equity positions in entities other than the Company. Consultants are under
no obligation to disclose to the Company the nature of such services or any
remuneration received.
5. EXPENSES
Consultants shall be responsr`ble for all costs and expenses incident to
Consultants' performance of services required by this Agreement.
6. ASSIGNMENT
This Agreement is a personal one being entered into in reliance upon and in
consideration of the singular personal skills and qualifications of each
Consultant and Global. Consultants and Global shall therefore not voluntarily or
by operation of law assign or otherwise transfer the obligations the Company.
Any attempt at assignment or transfer by Consultants of its obligations without
such consent shall be wholly void. This Agreement shelf be binding upon and
inure to the benefitof the successors-in-interest, assignees and personal
representatives of the respective parties.
7. NOTICES
All notices and other communications provided for or permitted hereunder can be
made by hand delivery, first class mail, telex or telecopies, "faxed" addressed
as follows:
PARTIES ADDRESS
------- -------
CONSULTANTS Global Financial Services, Inc.
Xxxxx Xxxxxxx
Xxxxx Xxxxx, Esq.
Xxxx Suffer
0000 Xxxxxxxx Xxx
Xxxxx Xxxxxxxxx, XX. 91.601
COMPANY Xxxxxxxxxxx-Xxxxx, IM.,. d/bla/ novahead,1nc.
0000 Xxxx Xxxxxx Xxx.
Xxxxxxx, XX 00000
All such notices and communication shall be deemed to have been duly given when
delivered by hand, if personally delivered; five (5) business day after deposit
in any United States Post Office in the continental United States, postage
prepaid, if mailed; the same day of transmission if sent by facsimile
transmission; and when receipt is acknowledged or confirmed.
8. AUTHORIZATION TO ENGAGE THE CONSULTANTS
By executing this Agreement, the Company covenants that it has the authority to
enter into the Agreement and abide by its terms. The Directors of the Company
have approved this Agreement.
9. FURTHER ASSURANCES
From time to time each Party will execute and deliver such further instruments
and will take such other action as any other Party may reasonably request in
order to discharge and perform their obligations and agreement thereunder and to
give effect to the intentions expressed in this Agreement.
10. UNENFORCEABLE TERMS
Any provision hereof prohibited by law or unenforceable under the law of any
jurisdiction in which such provision is applicable shall as to such jurisdiction
only be ineffective without affecting any other provision of this Agreement.
11. ATTORNEYS FEES
In the event a dispute arises with respect to this Agreement, the party
prevailing in such dispute shall be entitled to recover all expenses, including
without limitation, reasonable attorney's fees and expenses incurred in
ascertaining such party's rights, in preparing to enforce or in enforcing such
party's rights under this Agreement, whether or not it was necessary for such
party to institute suit.
12. EXECUTION 1N COUNTERPARTS
This Agreement may be executed in any number of counterparts, each of which may
be deemed an original, and all of which together shall constitute one and the
same instruirient.
13. NUSCELLANEOUS PROVISIONS
The various headings and numbers herein and the grouping of provisions of this
Agreement into separate articles and paragraphs are for the purpose of
convenience only and shall not be considered a part hereof.
14. COMPLETE AGREEMENT
This Agreement constitutes the fall and entire understanding and agreement
between the Parties with regard to the subject hereof and this Agreement
supersedes any and all other agreements, either oral or in writing, between the
Parties with respect to the subject mattbr contained herein Each Party to this
Agreement acknowledges that no representations, inducements, promises or
agreements. oral or otherwise, have been made by any Party, or anyone herein,
and that no other Agreement, statement or promise not contained in this
Agreement may he changed or amended only-by an amendment in writing signed by
both of the Parties or their respective successors-ininterest.
15. GOVERNING LAW AND JURISDICTION
This Agreement shall be governed in all respects by and interpreted in
accordance with the laws of the State of Arizona. Each of the Parties hereto
consents to such jurisdiction for the enforcement of this Agreement and matters
pertaining to the transactions and activities contemplated hereby.
IN WITNESS WHEREOF, in signing the Parties hereto are in full agreement having
executed this Agreement as of the day and year as first above written in its
terms and conditions.
COMPANY
XXXXXXXXXXX-XXXXX, INC.
D.B.A. NOVAHEAD, INC.
By: /s/Xxxxxx X. Xxxxxxx
------------------------
XXXXXX X. XXXXXXX, CEO
CONSULTANT CONSULTANT
GLOBAL FINANCIAL SERVICES, INC. XXXXX XXXXXXX
BY /s/Xxxxx Xxxxx BY /s/Xxxxx Xxxxxxx
Attorney in fact
XXXXX XXXXX, ESQ. XXXX XXXXXX
BY /s/Xxxxx Xxxxx BY /s/Xxxx Xxxxxx
XXXXX XXXXX, ESQ. XXXX XXXXXX
