Exhibit 10.1
CONSULTING AGREEMENT
This Consulting Agreement (the "Consulting Agreement") made as of March 25,
2002 by and between Xxxxx Benz, 000 Xxxxxxxx Xxxxxx, Xxx Xxxxx, XX 00000,
("Consultant") and XECHEM International Inc. located at 000 Xxxxxx Xxx. E., Xxxx
X, Xxx. 000, Xxx Xxxxxxxxx, XX, 00000 (the "Company").
WITNESSETH
WHEREAS, the Company requires and will continue to require consulting
services relating to management, strategic planning and marketing in connection
with its business; and
WHEREAS, Consultant can provide the Company with strategic planning and
marketing consulting services and is desirous of performing such services for
the Company; and
WHEREAS, the Company wishes to induce Consultant to provide these
consulting services to the Company,
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
stated, it is agreed as follows:
1. APPOINTMENT.
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The Company hereby engages Consultant and Consultant agrees to render
services to the Company as a consultant upon the terms and conditions
hereinafter set forth.
2. TERM.
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The term of this Consulting Agreement began as of the date of this
Agreement, and shall terminate twelve months thereof, unless extended as agreed
to between the parties.
3. SERVICES.
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During the term of this Agreement, Consultant shall provide advice to,
undertake for and consult with the Company concerning management, marketing,
strategic planning, corporate organization and structure, financial matters in
connection with the operation of the businesses of the Company, expansion of
services, acquisitions and business opportunities, and shall review and advise
the Company regarding its overall progress, needs and condition. Consultant
agrees to provide on a timely basis the following enumerated services plus any
additional services contemplated thereby:
(a) The implementation of short-range and long-term strategic planning
to fully develop and enhance the Company's assets, resources, products and
services;
(b) The implementation of a marketing program to enable the Company to
broaden the markets for its services and promote the image of the Company and
its products and services;
(c) Advise the Company relative to the recruitment and employment of
key executives consistent with the expansion of operations of the Company; and
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(d) The identification, evaluation, structuring, negotiating and
closing of joint ventures, strategic alliances, business acquisitions and advice
with regard to the ongoing managing and operating of such acquisitions upon
consummation thereof.
(e) Nothing in this Agreement shall be in any way demand, entice or
require Consultant to circumvent or violate the provisions of Form S-8 of the
Securities Act of 1922, as amended, including, but not limited to, providing any
service that is in connection with the offer or sale of securities in a
capital-raising transaction or to directly or indirectly promote or maintain a
market for the Corporation's securities.
4. DUTIES OF THE COMPANY.
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The Company shall provide Consultant, on a regular and timely basis, with
all approved data and information about it, its subsidiaries, its management,
its products and services and its operations as shall be reasonably requested by
Consultant, and shall advise Consultant of any facts which would affect the
accuracy of any data and information previously supplied pursuant to this
paragraph. The Company shall promptly supply Consultant with full and complete
copies of all financial reports, all fillings with all federal and state
securities agencies; with full and complete copies of all stockholder reports;
with all data and information supplied by any financial analyst, and with all
brochures or other sales materials relating to its products or services.
5. COMPENSATION.
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The Company will immediately grant Consultant the option to purchase
16,000,000 shares of the Company's Common Stock from time to time in whole or in
part, with an exercise price at $.006 per share, which option shall expire on
March 24, 2003 at 5:00 P.M. P.S.T. Consultant in providing the foregoing
services, shall not be responsible for any out-of-pocket costs, including,
without limitation, travel, lodging, telephone, postage and Federal Express
charges.
6. REPRESENTATION AND INDEMNIFICATION.
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The Company shall be deemed to have been made a continuing representation
of the accuracy of any and all facts, material information and data which it
supplies to Consultant and acknowledges its awareness that Consultant will rely
on such continuing representation in disseminating such information and
otherwise performing its advisory functions. Consultant in the absence of notice
in writing from the Company will rely on the continuing accuracy of material,
information and data supplied by the Company. Consultant represents that he has
knowledge of and is experienced in providing the aforementioned services.
7. MISCELLANEOUS.
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MODIFICATION: This Consulting Agreement sets forth the entire understanding
of the Parties with respect to the subject matter hereof. This Consulting
Agreement may be amended only in writing signed by both Parties.
NOTICES: Any notice required or permitted to be given hereunder shall be in
writing and shall be mailed or otherwise delivered in person or by facsimile
transmission at the address of such Party set forth above or to such other
address or facsimile telephone number, as the Party shall have furnished in
writing to the other Party.
WAIVER: Any waiver by either Party of a breach of any provision of this
Consulting Agreement shall not operate as or be construed to be a waiver of any
other breach of that provision or of any breach of any other provision of this
Consulting Agreement. The failure of a Party to insist upon strict adherence to
any term of this Consulting Agreement on one or more occasions will not be
considered a waiver or deprive
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that Party of the right thereafter to insist upon adherence to that term of any
other term of this Consulting Agreement.
SEVERABILITY: If any provision of this Consulting Agreement is invalid,
illegal, or unenforceable, the balance of this Consulting Agreement shall remain
in effect, and if any provision is inapplicable to any person or circumstance,
it shall nevertheless remain applicable to all other persons and circumstances.
DISAGREEMENTS: Any dispute or other disagreement arising from or out of
this Consulting Agreement shall be submitted to arbitration under the rules of
the American Arbitration Association and the decision of the arbiter(s) shall be
enforceable in any court having jurisdiction thereof. Arbitration shall occur
only in New York, N.Y. The interpretation and the enforcement of this Agreement
shall be governed by New York law as applied to residents of the State of New
York relating to contracts executed in and to be performed solely within the
State of New York. In the event any dispute is arbitrated, the prevailing Party
(as determined by the arbiter(s)) shall be entitled to recover that Party's
reasonable attorney's fees incurred (as determined by the arbiter(s)).
IN WITNESS WHEREOF, this Consulting Agreement has been executed by the
Parties as of the date first above written.
Xechem International Inc. CONSULTANT
/s/ Xx. Xxxxxx X. Xxxxxx /s/ Xxxxx Benz
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Xx. Xxxxxx X. Xxxxxx Xxxxx Benz
Chief Executive Officer
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