BUSINESS CONSULTING AGREEMENT
AGREEMENT, made this 26th day of January, 2001 by and between
ThermoElastic Technologies, Inc. (the "Company") whose principle place of
business is at 0000 Xxxxxxxxxx Xxxx, Xxxxxx, XX. 00000, hereinafter the
"Company" and Larix International Corporation, whose principle place of
business is at PH 104, 0000 Xxxxxxx Xxx. X., Xxxxxxx, Xxxxxxx X0X 0X0 (the
"Consultant");
WHEREAS the Company desires to obtain Consultant's services in connection
with the Company's business affairs and Consultant is willing to undertake
to provide such services as hereinafter fully set forth;
AND WHEREAS the Parties acknowledge that the Consultant commenced the
provision of the services provided for herein on September1, 1999 in
anticipation of the execution of this Agreement, which was in advertently
not executed prior to the commencement by the Consultant of the provision
of the services called for herein.
NOW, THEREFORE, the parties agree as follows:
1. TERM: This Agreement shall be for a term of Eighteen (18) months
commencing September 1st, 1999 and continuing through to February 28th,
2001. The Parties acknowledge that the Consultant commenced the rendering
of services provided for hereunder on September 1, 1999.
2. NATURE OF SERVICES: Consultant will render advice and assistance to the
Company on business related matters and in connection therewith Consultant
shall:
(a) Attend meetings of the Company's Board of Directors or Executive
Committee(s) when so requested by the Company;
(b) Attend meetings and at the request of the Company's review, analyze
and report on proposed business opportunities; and
(c) Consult with the Company concerning strategic corporate planning and
investment policies, including any revision of the Company's
business plan when requested by the company.
3. CONSULTANT AGREES TO PERFORM THE FOLLOWING SERVICES:
(a) Locate acquisitions for the Company;
(b) Assist in negotiating potential acquisitions;
(c) Assist in the implementation of short term and long term strategic
planning as required by the Company; and
(d) Assist the Company in identifying and establishing corporate
partnerships, joint ventures and sublicensing arrangements with
potential users of the Company's products to establish and enhance
brand credibility and sales.
4. IT IS AGREED that the Consultant's services will not include any services
that constitute the rendering of legal opinions or performance of work
that is in the ordinary purview of a certified public accountant or any
work that it is the ordinary purview of a registered broker/dealer.
5. COMPENSATION: The Company agrees to compensate Consultant as follows:
Upon execution of this Agreement, the Company shall issue to the
Consultant 1,500,000 Shares of its free trading common stock under a Form
S-8 registration, which the Company shall undertake immediately upon the
execution of this Agreement. The Shares shall be issued as follows:
Xxxxxxxxx Xxxxxx 1,500,000 Shares
6. EXPENSES: The Company shall reimburse the Consultant for actual
out-of-pocket expenses incurred relative to the performance of the
Consultant's duties. All reimbursable expenses must be pre-approved by the
company.
7. LIABILITY OF CONSULTANT: In furnishing the Company with management advice
and other services as herein provided, neither Consultant nor any officer,
director or agent thereof shall be liable to the Company or its creditors
for errors of judgment or for anything except malfeasance, bad faith or
gross negligence in the performance of its duties or reckless disregard of
its obligations and duties under the terms of this agreement.
It is further understood and agreed that Consultant may rely upon
information furnished to it reasonably believed to be accurate and
reliable and that, except as herein provided, Consultant shall not be
accountable for any loss suffered by the Company by reason of Company's
action or non-action on the basis of any advice, recommendation or
approval of Consultant, its employees or agents.
The parties further acknowledge that Consultant undertakes no
responsibility for the accuracy of any statements to be made by management
contained in press releases or other communications, including, but not
limited to, filings with the Securities and Exchange Commission and the
National Association of Securities Dealers.
8. STATUS OF CONSULTANT: Consultant shall be deemed to be an independent
contractor and, except as expressly provided or authorized in this
Agreement, shall have no authority to act or represent the Company.
9. OTHER ACTIVITIES OF CONSULTANT: The Company recognizes that the Consultant
now renders and may continue to render consulting services to other
companies which may or may not have policies and conduct activities
similar to those of the Company.
10. MISCELLANEOUS:
a. All final decisions with respect to consultation, advice and
services rendered by Consultant to the Company shall rest
exclusively with the Company;
b. This Agreement contains the entire agreement of the parties hereto
and there are no representations or warranties other than those
contained herein. Neither party may modify this Agreement unless the
same is in writing and duly executed by both parties hereto;
c. By signing this Agreement, the Company admits to having no prior
knowledge of any pending S.E.C. investigations into the trading of
the securities of the Company or the activities of the Company;
d. In the event this Agreement or performance hereunder contravene
public policy or constitute a material violation of any law or
regulation of any federal or state government agency, or either
party becomes insolvent or is adjudicated bankrupt or seeks the
protection of any provision of the Bankruptcy Act, or either party
is enjoined, or consents to any order relating to any violation of
any provincial, state or federal securities law, then this agreement
shall be deemed terminated, and null and void upon such termination;
neither party shall be obligated hereunder and neither party shall
have any further liability to the other. In the event that the
Consultant becomes insolvent or is adjudicated bankrupt or seeks the
protection of any provision of the Bankruptcy Act or any other
legislation during the term of this Agreement, the Company shall
have the right to demand the return all of the Shares referred to in
Par 5 hereof remaining in the ownership upon the occurrence of such
event, whether directly or indirectly, of the Consultant; and
e. Any controversy or claim arising out of or related to this Agreement
shall be settled by arbitration in accordance with the provisions of
the Ontario Arbitrations Act and any arbitration shall be conducted
in the City of Xxxxxxx, Xxxxxxx.
Agreed and Accepted on this 29th day of January 2001.
ThermoElastic Technologies, Inc.
per:
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Xxxxxxx Xxxxxxxxx, President
Larix International Corporation
per:
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Xxxxxxxxx Xxxxxx, President
