CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") is entered into this 23RD
day of April 2001 is by and amongst Cormax Business Solutions Inc. (the
"Company") and Xxxxxxx XxXxxxxxx (The "Consultant").
WHEREAS, Consultant is skilled in providing legal services, and has
provided legal services to Company in the past;
WHEREAS, the Company desires to continue to engage Consultant to continue
to provide legal services; and
WHEREAS, the Consultant is due 200,000 shares of the Company's common
stock as a result of a prior agreement with the Company;
NOW THEREFORE, in consideration of the mutual covenants contained
herein and other good and valuable consideration receipt whereof is hereby
acknowledged it is agreed.
1. The Company hereby engages the Consultant and the Consultant hereby
accepts this engagement on a non-exclusive basis pursuant to the terms and
conditions of this Consulting Agreement for a term commencing on the date hereof
and terminating October 23, 2001.
2. Consultant shall review and consult with management on proposed
contractual agreements presented to the Company during the term of this
Agreement. Consultant will be available on an "As Needed" basis as to the
structure and operations of any of its subsidiaries. Consultant shall not be
required to prepare or file any type of registration statement as part of this
Agreement.
3. In order to assist Consultant with his duties, the Company will
provide Consultant with such information, as may be required by Consultant.
Company will make available to Consultant copies of all material agreements,
notice of pending or threatened litigation and notice of all proposed press
releases.
4. In consideration of the services to be provided, Consultant shall
receive a fee equal to 200,000 shares of the Company's common stock which
includes shares which are due and owing as a result of a prior agreement between
the Company and the Consultant.
5. The Company will register the 200,000 shares pursuant to a registra-
tion statement on Form S-8.
6. During the term of this Agreement, each party may have access to
trade secrets, know how, formulae, customer and price lists all of which are
valuable, special, proprietary and unique assets of each. The parties agree that
all knowledge and information which each other shall acquire during the term of
this Agreement shall be held in trust and in a fiduciary capacity for the sole
benefit of the other party, its successors and assigns, and each agrees not to
publish or divulge either during the term of this Agreement or subsequent
thereto, knowledge of any technical or confidential information acquired during
their term of this Agreement.
At the termination of this Agreement, or at any other time either party
may request the other party to deliver to the other, without retaining any
copies, notes or excerpts thereof, all memoranda, diaries, notes, records,
plans, specifications, formulae or other documents relating to, directly or
indirectly, to any confidential information made or compiled by, or delivered or
made available to or otherwise obtained by the respective parties. However, the
foregoing provision shall not prohibit Consultant from engaging in any work at
any time following his termination of this Agreement which does not conflict
with the terms of this Agreement.
7. Except as otherwise provided herein, any notice or other
communication to any party pursuant to or relating to this Agreement and the
transactions provided for herein shall be deemed to have been given or delivered
when deposited in the United States Mail, registered or certified, and with
proper postage and registration or certification fees prepaid, addressed at
their principal place of business or to such other address as may be designated
by either party in writing.
8. This Agreement shall be governed by and interpreted pursuant to the
laws of the state of New York. By entering into this Agreement, the parties
agree to the jurisdiction of the New York courts with venue in New York, New
York. In the event of any breach of this Agreement, the prevailing party shall
be entitled to recover all costs including reasonable attorney's fees.
9. This Agreement may be executed in any number of counterparts, each
of which when so executed an delivered shall be deemed an original, and it shall
not be necessary, in making proof of this Agreement to produce or account for
more than one counterpart.
IN WITNESS WHEREOF, the parties hereto have subscribed their hands and
seals the day and year first above written.
CONSULTANT: COMPANY:
XXXXXXX XXXXXXXXX CORMAX BUSINESS SOLUTIONS INC.
/s/ Xxxxxxx XxXxxxxxx /s/ Xxxx Xxxxxxxx
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XXXXXXX XXXXXXXXX BY: XXXX XXXXXXXX
PRESIDENT
