Exhibit 10.15
CONSULTING AGREEMENT
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This Consulting Agreement (the "Agreement") is entered into as of November
11, 2005, by and between Xxxxx Xxxxxxxxxxxx, dba Financial Systems International
("FSI" or "Consultant") and National Parking Systems, Inc., a Nevada corporation
(the "Client").
WHEREAS, the Client requires financial and management advice and consulting
in connection with its desires to acquire a company in the stem cell business,
and to secure valuable management consulting to assist the Client in its
operations, strategy and in its negotiations with vendors, customers and
strategic partners (the "Client Objectives");
WHEREAS, FSI has a pre-existing relationship with a stem cell company, its
majority shareholder and various members of its management, and FSI has agreed
to assist the Client in negotiating and closing the acquisition of such stem
cell company;
WHEREAS, the Client recognizes that the Consultant can contribute to
analyzing, structuring and negotiating acquisitions and other desirable
projects, including the Client Objectives, which contribution is of great value
to the Client and its shareholders;
WHEREAS, the Client believes it to be important to retain Consultant, on a
non-exclusive basis, and have Consultant available to the Client for consulting
services in the manner and subject to the terms, covenants, and conditions set
forth herein;
WHEREAS, in order to accomplish the foregoing, the Client and Consultant
desire to enter into this Agreement.
NOW THEREFORE, in view of the foregoing and in consideration of the
premises and mutual representations, warranties, covenants and promises
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to
be legally bound hereby, agree as follows:
1. Retention. The Client hereby retains the Consultant for a term ending
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on June 30, 2006.
2. Duties of Consultant. During the Consulting Period, the Consultant
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shall use its reasonable and best efforts to perform those actions and
responsibilities necessary to assist the Client with in achieving the
Client Objectives, as instructed by the Client from time to time, including
assisting the Client in the negotiation, documentation and closing of the
acquisition of a stem cell company, in each case as requested by the Client
(the "Services"). Consultant shall render such Services diligently and to
the best of its ability.
3. Compensation. In consideration for Consultant entering into this
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Agreement and the Services provided hereunder, the Client shall compensate
Consultant by paying to Consultant either (a) Fifty Thousand Dollars
($50,000) in cash, or (b) (i) 1,500,000 shares of the common stock of
Client, and (ii) a warrant to purchase 500,000 shares of common stock of
Client at an exercise price of $1.00 per share. Notwithstanding the
foregoing, in the event the Client does not complete the acquisition of a
stem cell company prior to June 30, 2006, then, in such event and only in
such event, the Client shall have the right to purchase the Shares and
Warrants for $1,000, or, if the Client has paid Consultant in the form of
$50,000 cash, the Consultant shall refund $49,000 of such payment. Client
shall issue the shares and warrants as directed by Consultant.
4. Counterparts. This Agreement may be executed in two or more
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counterparts, each of which shall be deemed to be an original, but all of
which together shall constitute one and the same instrument. Any signature
by facsimile shall be valid and binding as if an original signature were
delivered.
5. Captions. The caption headings in this Agreement are for convenience
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of reference only and are not intended and shall not be construed as having
any substantive effect.
6. Governing Law. This Agreement shall be governed, interpreted and
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construed in accordance with the laws of the state of California applicable
to agreements entered into and to be performed entirely therein.
7. Arbitration. Any controversy, claim, or counterclaim arising from this
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agreement shall be submitted to and decided by final and binding
arbitration by a single arbitrator administered in Los Angeles, California
by the American Arbitration Association under its commercial rules. THE
PARTIES HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING
OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE CONTEMPLATED
TRANSACTIONS, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER
SOUNDING IN CONTRACT, TORT OR OTHERWISE. THE PARTIES AGREE THAT ANY OF THEM
MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE
KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES
IRREVOCABLY TO WAIVE TRIAL BY JURY AND THAT ANY PROCEEDING WHATSOEVER
BETWEEN THEM RELATING TO THIS AGREEMENT OR ANY OF THE CONTEMPLATED
TRANSACTIONS SHALL INSTEAD BE RESOLVED BY BINDING ARBITRATION AS PROVIDED
HEREIN.
8. Entire Agreement/Modifications. This Agreement, along with the
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attached Indemnification Agreement, which is incorporated herein by this
reference, constitutes the entire agreement between the parties and
supersedes all prior understandings and agreements, whether oral or
written, regarding Consultant's retention by the Client. This Agreement
shall not be altered or modified except in writing, duly executed by the
parties hereto.
9. Severability. If any term, covenant or provision, or any part thereof,
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is found by any court of competent jurisdiction to be invalid, illegal or
unenforceable in any respect, the same shall not affect the remainder of
such term, covenant or provision, any other terms, covenants or provisions
or any subsequent application of such term, covenant or provision which
shall be given the maximum effect possible without regard to the invalid,
illegal or unenforceable term, covenant or provision, or portion thereof.
In lieu of any such invalid, illegal or unenforceable provision, the
parties hereto intend that there shall be added as part of this Agreement a
term, covenant or provision as similar in terms to such invalid, illegal or
unenforceable term, covenant of provision, or part thereof, as may be
possible and be valid, legal and enforceable.
IN WITNESS HEREOF, the parties hereto have duly executed and delivered this
Agreement as of the day and year first above written.
Xxxxx Xxxxxxxxxxxx, National Parking Systems, Inc.
dba Financial Systems International
By: /s/ Xxxxx Xxxxxxxxxxxx By: /s/ Xxxx Xxxxxxxx
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Name: Xxxxx Xxxxxxxxxxxx Name: Xxxx Xxxxxxxx
Title: Title: President and CEO
