CONSULTING AGREEMENT
EXHIBIT
10.10
This
Agreement is made this 16th day of July 2007; by and between POCKETFINDER,
LLC,
a California limited liability company (“the Company”), and NORTHSTAR
INVESTMENTS, INC., a California corporation (“the Company”).
Term. This
Agreement shall be deemed to have commenced on July 16, 2007, and shall continue
in effect for three years.
Consulting
Services. Consultant shall consult with the Board of Directors of
the Company at reasonable times, concerning matters pertaining to the overall
business and financial operation of the Company and may assist and advise on
financing, mergers, capital structure investor relations.
Compensation. In
consideration of the services to be proved for the Company by the Consultant,
the Company agrees to compensate Consultant as follows:
(A) 2%
of the Company’s first Ten Million Dollars of sales and I % of the second Ten
Million Dollars of sales to be paid by cashier’s check or wire transfer each
within 30 days after each Five Million Dollar increment of sales is
booked.
(B) Assuming
a change to corporate form for the Company, Grant of options or warrants to
purchase 500,000 common shares at $1.0(? per share, expiring five years after
date of grant, and options or warrants to purchase 250,000 common shares at
$2.00 per unit, expiring five years after date of grant. Both sets of options
or
warrants shall be “cashless” and have demand registration rights. A full option
or warrant agreement shall be provided to Consultant within 30 days. If there
is
no conversion to corporate form within 12 months, such options shall be for
10
of the Company’s A units at $50,000 per unit and 5 A units at
$100,000.
(C) Reasonable
expense reimbursement, as determined by the Company.
Miscellaneous. This
Agreement shall be binding upon all parties and their respective estates, heirs,
successors and permitted assigns. This Agreement may be changed only by the
written consent of all pales. TO Agreement may not be assigned by either party
without the written consent of the other. This Agreement is the entire agreement
between the parties. Each person signing this Agreement warrants his
authorization to sign. Should any legal proceeding be necessary to construe
or
enforce the provisions of this Agreement, then the prevailing party in such
legal action shall be entitled to recover all court costs, reasonable attorney
fees and costs of enforcing or collecting any judgment awarded. The judgment
by
any court of law that a particular
section of this Agreement is illegal shall not effect the validity of the
remaining provisions.
| POCKETFINDER, LLC | NORTHSTAR INVESTMENTS, INC. | |||
|
By:
/s/ Xxxxx
Xxxxx
|
By:
/s/ Xxxxx X.
Xxxxx
|
|||
|
Xxxxx
Xxxxx, PhD
CEO
|
Xxxxx
X. Xxxxx,
President
|
|
By:
/s/ Xxxxxxx Xxxxx
|
|
|||
|
Xxxxxxx
Xxxxx,
Secretary
|
|
1
