EXHIBIT 10.12
CONSULTING AGREEMENT
BETWEEN
XXXXXXXXXXXXXXXX.XXX, INC.
AND
XXXXXXXX X. XXXXXXX
DATED AUGUST 18, 2000
AGREEMENT
This AGREEMENT is entered into as of the 18th day of August, 2000 and is
made by and between XxxXxxxxxXxxxxxx.xxx ("THCL") and Xxxxxxxx X. Xxxxxxx
("Xxxxxxx).
It is hereby acknowledged that THCL has entered into a Consulting
Agreement with Xxxxxxx, pursuant to which Xxxxxxx was issued 1.25 million shares
registered on Form S-8 (the "S-8 Shares"). Xxxxxxx shall receive notice of all
Board of Directors meetings during the one year period of time following the
date of this Agreement and shall be allowed to attend as a consultant to THCL
for all such meetings of the Board of Directors. The term S-8 Shares shall
include any shares reissued as the result of any reorganization,
recapitalization and/or split of THCL's common stock.
Xxxxxxx is prohibited from selling, encumbering or otherwise
transferring the S-8 Shares unless the aggregate value of the S-8 shares (based
upon the trading price at anytime) is at least Two Hundred Fifty Thousand
Dollars ($250,000) (the "Trigger Event"). Upon Xxxxxxx providing THCL notice
that the Trigger Event has occurred, THCL shall issue to Xxxxxxx, within two (2)
business days, 1.25 million shares which shall be immediately registered on Form
S-8. In the event THCL does not comply with this requirement, Xxxxxxx shall have
the right to sell the S-8 Shares without restriction. If at anytime the
aggregate value of the S-8 Shares is below $225,000 in the aggregate, Xxxxxxx
shall have the right to immediately sell the S-8 shares without limitation.
THCL has been advised that Xxxxxxx has a conflict of interest in
entering into this Agreement and that THCL has the right to seek the advice of
independent counsel. By affixing its signature below, THCL is hereby waiving
this conflict of interest.
XXXXXXXXXXXXXXXX.XXX, INC.
By: /s/ Xxxxxx Xxxxxxxx
---------------------------------
Xxxxxx Xxxxxxxx
Its: Vice President
By: /s/ Xxxxxxxx X. Xxxxxxx
---------------------------------
Xxxxxxxx X. Xxxxxxx
An individual
