The Kauderer Group, Inc.
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The
Xxxxxxxx Group, Inc.
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00
Xxxx 00xx
Xxxxxx
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0xx
Xxxxx Xxxxxxxx Xxxxxx
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Xxx
Xxxx, XX 00000
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February
12, 2008
American
Scientific Resources, Inc.
00 Xxxxx
Xxxxx Xxxxxx Xxxx
Xxx
Xxxxx, XX 00000
EIN
00-0000000
Cc:
Xxxxxx Xxxx, PA (Corporate Council for the Company)
THIS
Consulting agreement (the “Agreement”) is made and entered into as of February
12, 2008 (the “Commencement Date”) by and between The Xxxxxxxx Group, Inc (the
“Consultant”) and American Scientific Resources, Inc. (the
“Company”).
RECITALS
A. The
Company desires to avail itself of the experience, sources of information,
advice, and assistance of Consultant.
B. The
Consultant is willing to make available to the Company Consultant’s experience,
sources of information, advice, and assistance.
C. The
Consultant is willing to assist in the distribution of marketing material to its
associate Marketing Firms.
E. The
consultant is willing to introduce the company new business acquisitions and
partnerships.
F. The
consultant is willing to introduce the company to Institutions, Hedge Funds,
Investors and Conventional lenders for Investments into the company and
conventional lending for lines of credit, purchase order financing and other
sources of conventional lending.
NOW,
therefore, in consideration of the premises and the covenants contained herein,
the Company and the Consultant agree as follows:
1. Services. Upon
request of the Company, Consultant hereby agrees to render “Corporate
Development” advisory services, Marketing and Distribution to the Company,
including but not limited to: advertising and marketing; strategic planning; and
assistance in development of business opportunities for the Company or its
affiliates; Institutions and Hedge Funds and Conventional Lenders (collectively,
the “Services”).
The
Consultant is not offering to market the Company as a Registered
Broker. The Consultant is not a member or a broker/dealer of National
Association of Securities Dealers. The Consultant acts strictly in a
consultancy capacity. The consultant is strictly introducing the Company to
business partners to further the strategic operations of the
Company.
2. Term of
Agreement. This Agreement shall commence on the Commencement
Date and shall continue until twelve (12) months thereafter, unless extended
otherwise by written consent of the parties (the “Term”).
The
Xxxxxxxx Group, Inc.
00 Xxxx
00xx
Xxxxxx, 0xx Xxxxx
Xxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000
xxx.Xxxxxxxxxxxxxxxx.xxx
Page 1 of
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a.
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Compensation. In
consideration of Consultant’s entering into this Agreement and in exchange
for the Services to be performed pursuant to this Agreement, the Company
shall compensate the Consultant $250,000.00 in restricted shares under
Rule 144 with Registration Rights. These shares shall be issued the
Registration Rights upon successful completion of an OTCBB listing. These
shares are issued for such services as rendered for the term of the
agreement and shall be issued upon execution of the agreement. Such shares
shall be issued in the following
name:
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The
Xxxxxxxx Group, Inc.
00 Xxxx
00xx
Xxxxxx
Xxxxxxx
XX Chamber 0xx
Xxxxx
Xxx Xxxx,
XX 00000
EIN #
00-0000000
b. The
Company agrees to pay the Consultant a yearly cash salary of $120,000.00. This
compensation may be paid monthly and may be paid via performance. The Consultant
agrees that the compensation will not be paid if the consultant does not perform
on any given month to the specifications of the Company. The Company reserves
the right to pay the Consultant at any given month the remainder of the yearly
salary or cancel the salary for non-performance in total.
c. Marketing and Acquisitions.
The company agrees to compensate the Consultant 10% of all sales that the
Consultant procures and a 10% partnership in any joint venture and/or
acquisition that is generated through the consultant or its
affiliates.
d. Secured
Debt Financing. For any secured or subordinated debt financing
which includes senior debt financing, notes, term loans, promissory notes,
debentures, revolving lines of credit, equipment lease financing, all of which
do not have any form of equity participation rights the Consultant shall receive
upon the loans closing a success fee payable in cash equal to five percent (5%)
of the gross proceeds approved and available to the Company, in whole or in
part. If the Company will be paying a fee to another party for the same
conventional loan, ect, the consultant agrees to reduce the fee to equal a total
of five percent (5%).
At no
time is the Consultant guaranteeing that any of these services will be
performed. All of these services will be on a BEST EFFORTS basis and
will not amass any liability if any service is not performed to the
acceptability of the Company
3. Independent
Contractor. At all times during the term of this Agreement,
Consultant is and shall be an independent contractor in providing the Services
hereunder, with the sole right to supervise, manage, operate, control, and
direct the performance incident to the Services. Nothing contained in
this Agreement shall be deemed or construed to create a partnership or joint
venture, to create the relationship of employee/employer or principal/agent, or
otherwise create any liability whatsoever as partner, joint venture, employer,
employee, principal, or agent for either the Company or Consultant with respect
to the indebtedness, liabilities, or obligations of each other or of any other
person or entity.
4. Notices. All
notices, requests, demands and other communications hereunder shall be in
writing and shall be personally delivered, delivered by facsimile or courier
service, or mailed, certified with first class postage prepaid, to the addresses
set forth below:
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If
to the Company, to:
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If
to Consultant, to:
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American
Scientific Resources, Inc.
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The
Xxxxxxxx Group, Inc.
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00
Xxxxx Xxxxx Xxxxxx Xxxx
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00
Xxxx 00xx
Xxxxxx
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Xxx
Xxxxx, XX 00000
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Greater
NY Chamber 0xx
Xxxxx
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XXX
00-0000000
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Xxx
Xxxx, XX 00000
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The
Xxxxxxxx Group, Inc.
20 West
44th
Street, 0xx Xxxxx
Xxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000
xxx.Xxxxxxxxxxxxxxxx.xxx
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Each such
notice shall be deemed to have been given (whether actually received or not) on
the date of actual delivery thereof, if personally delivered or delivered by
facsimile transmission (if receipt is confirmed at the time of such transmission
by telephone or facsimile machine-generated confirmation), or on the third day
following the date of mailing, if mailed in accordance with this Section, or on
the day specified for delivery to the courier service (if such day is one on
which the courier service will give normal assurances that such specified
delivery will be made). Any notice, request, demand, or other
communication given otherwise than in accordance with this Section shall be
deemed to have been given on the date actually received. Any party
may change its address for purposes of this Section by giving written notice of
such change to all other parties in the manner hereinabove
provided.
5. Liability of
Consultant. The Company understands that the Consultant
assumes no responsibility under this Agreement other than to perform the
Services in good faith, and Consultant will not be responsible for any
consequences whatsoever that result from any action of the Company in following
or declining to follow any advice or recommendation of the
Consultant. It is acknowledged and agreed by the Company that
Consultant’s Services provided under this Agreement are consulting only and any
and all decision-making regarding the Company, including without limitation
whether or not to follow any advice by Consultant, is solely the responsibility
of the Company. Consultant will not be liable to the Company except
by reason of acts constituting bad faith of Consultant or willful malfeasance or
reckless disregard of its duties. The parties hereto recognize and
agree that the effectiveness of the Services and the success of any actions
undertaken by Consultant in connection therewith are not guaranteed or warranted
by Consultant in any respect whatsoever.
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6.
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Confidential
Information.
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a.
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Anything
herein to the contrary notwithstanding, the Company will not intentionally
provide Consultant with any material non-public information, unless both
(i) advising Consultant in writing prior to such disclosure that the
information about to be provided constitutes material non-public
information and whether, when and by what means the Company intends to
make such information public and (ii) Consultant, in its sole and absolute
discretion, agrees in writing to receive such information. In
furtherance of the foregoing, and not in limitation thereof, Consultant
may agree in writing to receive such information on the condition that the
Company comply with Regulation FD promulgated by the Securities and
Exchange Commission as if the provisions regarding Confidential
Information were not included in this Agreement and the Consultant was not
subject to any confidentiality requirements (written, oral, implied,
anticipated or otherwise) with respect to such
information.
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b.
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Provided
Consultant has agreed to receive material non-public information with
respect to the Company in the manner provided in subparagraph(a) of this
Section 6, or the Company has advised Consultant that the information to
be provided is not material non-public information with respect to the
Company, Consultant acknowledges that certain information that may be
disclosed to Consultant by the Company may be confidential, proprietary,
and secret in character. Consultant agrees that such
information will (i) be kept confidential by Consultant, (ii) not be used
by Consultant in any way detrimental to the Company, and (iii) not be used
other than in furtherance of the Services to be provided under this
Agreement.
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The
Xxxxxxxx Group, Inc.
00 Xxxx
00xx
Xxxxxx, 0xx Xxxxx
Xxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000
xxx.Xxxxxxxxxxxxxxxx.xxx
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c.
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The
term “Confidential Information” means any information or knowledge that is
not generally known to the public that is disclosed or made known to the
Consultant directly or indirectly during the term of this Agreement
(regardless of the form in which communicated and including all notes,
memoranda, records, analyses, test results, surveys, applications for
governmental approvals, and other documents and items that were prepared
by the Consultant, other employees of the Company, or other persons or
entities acting at the behest of or in conjunction with the Company that
incorporate, embody, reflect, describe, or otherwise relate to, in whole
or in part, the oral or written information made known to the
Consultant). Notwithstanding the foregoing, no item of
information otherwise included in the definition of “Confidential
Information” shall be deemed Confidential Information to the extent that
it (i) is or becomes publicly available through no fault or breach of this
Agreement, (ii) is disclosed in a non-confidential capacity by the party
which would have had the right to assert that such information was
Confidential Information, (iii) is lawfully obtained or could be lawfully
obtained from third parties without breaching any provision of any
non-disclosure agreement, (iv) is information which is previously known or
is developed by the recipient independently of the disclosing party or (v)
must be disclosed pursuant to or as required or directed by law or by a
court or other tribunal of competent
jurisdiction. “Confidential Information” also does not include
any business, industry or other analysis previously made or subsequently
developed by Consultants that is not specific to the business activities
of the Company.
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d.
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The
Company acknowledges that Confidential Information is not necessarily
material non-public information regarding the Company and that the
Consultant may, in good faith, determine that any one or more items of
Confidential Information, individually or in the aggregate, do not
constitute material non-public information with respect to the
Company.
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7. Binding
Effect. This Agreement shall be binding upon Consultant and
the Company and their respective successors, assigns, and
representatives.
8. Assignment. Neither
this Agreement nor the rights and obligations hereunder may be assigned by
operation of law or otherwise without the express consent of the other party
(which consent may be granted or withheld in the sole and absolute discretion of
such other.
9. Governing Law. This
agreement shall be interpreted, enforced, construed and governed in accordance
with the laws of the State of New York without giving effect to any choice or
conflict of law provision or rule (whether of the State of or any other
jurisdiction) that would cause the application of the laws of any jurisdiction
other than the State of New York and all disputes shall be settled in the courts
of the State of NEW YORK.
10. Severability. If
any term or other provision of this Agreement is invalid, illegal or incapable
of being enforced under any law or public policy, all other terms and provisions
of this Agreement will nevertheless remain in full force and
effect. Upon such determination that any term or other provision is
invalid, illegal or incapable of being enforced, the parties hereto will
negotiate in good faith to modify this Agreement so as to effect the original
intent of the parties as closely as possible in an acceptable
manner.
11. Counterparts. This
Agreement may be executed in a number of identical counterparts, each of which,
for all purposes, is to be deemed an original, and all of which constitute,
collectively, one agreement; but in making proof of this Agreement, it shall not
be necessary to produce or account for more than one such
counterpart.
12. Amendment. Neither
this Agreement nor the rights and obligations hereunder may be assigned by
operation of law or otherwise without the express written consent of the
non-assigning party (which consent may be granted or withheld in the sole and
absolute discretion of such party).
The
Xxxxxxxx Group, Inc.
00 Xxxx
00xx
Xxxxxx, 0xx Xxxxx
Xxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000
xxx.Xxxxxxxxxxxxxxxx.xxx
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13. Entire
Agreement. This Agreement (including any Exhibits hereto and
the documents delivered pursuant hereto) constitutes the entire agreement of the
parties hereto with respect to the subject matter hereof and supersedes all
prior agreements and undertakings, both written and oral, among the parties
hereto with respect to the subject matter.
IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
first above written.
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FOR
THE COMPANY:
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FOR
THE CONSULTANT:
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American
Scientific Resources, Inc.
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The
Xxxxxxxx Group, Inc.
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By:
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By:
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Xxxxxxxxxxx
X. Xxxxxxx, MD, MBA
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Xxxxxxxx
Xxxxxxxx
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CEO
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CFO
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Xxx Xxx,
P.A.
WardKim
LLLP
Litigation
Council, The Xxxxxxxx Group/Affiliates
Xxx
Xxxxxxxxx Xxxxx, Xxxxx 0000
Xxxx
Xxxxxxxxxx, XX 00000
(000)
000-0000
(000)
000-0000 Fax
Xxxxxxxx
X. Xxxxx, PA
Securities
Council, The Xxxxxxxx Group/Affiliates
0000 XX
00 Xxxx, #000
Xxxxxxxxx,
Xx. 00000
(000)
000-0000
(000)
000-0000 facsimilie
Xxxxxx
Xxxx, PA
Securities
Council for American Scientific Resources, Inc.
0000
Xxxxxxxxxx Xxxxxx
Xxxxx
Xxxxx, XX 00000
(000)
000-0000
(000)
000-0000
The
Xxxxxxxx Group, Inc.
20 West
44th
Street, 0xx Xxxxx
Xxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000
xxx.Xxxxxxxxxxxxxxxx.xxx
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