Exhibit 10.1
Agreement between TTI Holdings of America Corp. and Comprehensive Resource
Management, Inc.
Comprehensive Resource Advisors
MANAGEMENT CONSULTING AGREEMENT
AGREEMENT made this 1st day of August, 2001, by and between TTI
Holdings of America Corp. (hereinafter, CLIENT), a Delaware
corporation, with its principal place of business located at 000
Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 and Comprehensive Resource Advisors,
Inc. (hereinafter, FIRM), a New York corporation, with its principal
place of business located at 00X Xxxxx Xxxxxx, Xxxx Xxxxxxx, Xxx Xxxx
xx000, upon terms and conditions as follows:
FIRM will provide to CLIENT advisory and consulting services in the
following areas:
a. corporate operation, technology, control, and
management
b. public and/or private investment
c. corporate restructuring
d. underwriter search
e. preparing a formal business plan
f. securing primary and secondary financing
g. due diligence
h. facilitate the introduction to broker/dealers
i. facilitate the introduction to investment bankers
j. facilitate the preparation of a registration
statement
k. investor relations
l. press relations {no CLIENT informational material may
be issued for public dissemination without the prior
review and express consent of FIRM}
m. coordination of the relations between CLIENT, its
retained counsel, and accountants with regard to
financial matters.
CLIENT will provide to FIRM: weekly, "The DTC Report"; monthly, "The
NOBO" report.
FIRM will be available to render all services represented during normal
and customary working hours.
FIRM will at all time render the foregoing, and all other services, on
a "best efforts" basis.
It is understood and agreed to by the CLIENT, its employees, agents,
and assignors, that during the term of this AGREEMENT the FIRM shall be
CLIENT exclusive representative for all the advisory and consulting
services set forth hereinabove.
1. Compensation
a. A non refundable retainer of both CLIENT common stock and a
cash payment shall be paid by CLIENT to FIRM as follows:
(i) 134,000 shares of CLIENT common stock with immediate
registration rights to be registered with any first
registration statement if any public or private
offering is made.
b. The foregoing retainer is in consideration of FIRM's unique
advisory services which the parties hereto value at the rate
of $500 per hour, and is in lieu of billing at said hourly
amount.
c. The stock portion of the retainer referred to in Section
"2A(iii)", set forth hereinabove shall be delivered to FIRM at
00X Xxxxx Xxxxxx, Xxxx Xxxxxxx, Xxx Xxxx 00000 by CLIENT, in a
form fully registered and tradable.
d. From time to time FIRM will present for payment, receipts for
necessary and reasonable business expenses for any and all
tasks assigned by CLIENT to FIRM, or undertaken by FIRM in
furtherance of CLIENT business goals and objectives, including
but not limited to travel and entertainment, material
supplies, filings, press releases, and other professional
fees. It is agreed that these expenses which represent "out of
pocket" costs, if any, incurred by FIRM in behalf of CLIENT,
will be reimbursed by CLIENT on a "forthwith" basis.
Failure by CLIENT to perform obligations as per the terms of paragraph
1 - {COMPENSATION} and or any clause pertaining to reimbursement may
result in FIRM withholding future services until compensation is
satisfied and current.
2. Confidentiality
FIRM agrees that it will not, without consent, communicate to
any individual or business entity information relating to any
confidential material which it might from time to time acquire
with respect to the business of CLIENT, its affiliates or
subsidiaries. This clause shall survive for one year after the
termination of this AGREEMENT.
3. Defense and Indemnification
CLIENT agrees, at its sole expense, to defend FIRM, and to
indemnify and hold the FIRM harmless from, any claims or suits
by a third party against the FIRM or any liabilities or
judgments based thereon, either arising from FIRM's
performance of services for CLIENT under this AGREEMENT or
arising from any CLIENT products which result from FIRM
performance of general services under this AGREEMENT.
4. Terms and Termination
This AGREEMENT with all rights and privileges pertaining
thereto shall be for a term of not less than18 months from the
date hereof and shall be deemed automatically renewed upon its
same terms and conditions for an additional 12 month period
unless, not less than 60 days prior to expiration, either
party serves upon the other written notice to terminate. Said
notices shall be in conformance with paragraph "5c." set forth
herein.
5. Miscellaneous
a. Any and all work generated on behalf of CLIENT including but
not limited to: databases, models, charts and, presentations,
will remain the sole ownership of FIRM and will be turned over
to CLIENT as required.
b. The relationship created by this AGREEMENT shall be that of
independent contractor, and neither FIRM nor CLIENT shall have
authority to bind or act as agent for the other or for their
respective employees for any purpose, unless specifically
agreed to in writing and is executed by an officer of each
party.
c. Notice given by one party to the other hereunder shall be in
writing and deemed to have been properly given if deposited
with the United States Postal Service, registered or certified
mail, addressed as follows:
CLIENT TTI Holdings of America Corp.
000 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000
FIRM Comprehensive Resource Advisors, Inc.
00X Xxxxx Xxxxxx, Xxxx Xxxxxxx, Xxx Xxxx 00000
d. This AGREEMENT replaces any previous AGREEMENT and the
discussions relating to the subject matters hereof and
constitutes the entire AGREEMENT between CLIENT and FIRM with
respect to the subject matters of this AGREEMENT. This
AGREEMENT may not be modified in any respect by any verbal
statement, representation, or writing made by any employee,
officer, or representative of CLIENT or FIRM unless such
writing is in proper form and executed by an officer of each
party.
IN WITNESS WHEREOF, the parties have executed this AGREEMENT effective
the date first stated above. This AGREEMENT is bound under the Laws of
the State of New York and shall be construed and enforced in accordance
with those laws. Any remedies on breach of the AGREEMENT will be
determined exclusively through binding arbitration provided by the New
York State court system.
By: ___________________________ ________________
Xxx Xxxxxxxxxx - President Date
By: ___________________________ ________________
Xxxxxx Xxxxxxx - President/CEO Date
