BUSINESS CONSULTING AGREEMENT
This CONSULTING AGREEMENT (the "Agreement") is made and executed December
27, 1999, by and between PATINA CORP., a Florida corporation, hereinafter
referred to as the "Company", and Art Lang 000 Xxxxxxx Xx., Xxxxxxxxx, Xxxxxxx
Xxxxxxxx, Xxxxxx X0X0X0, hereinafter referred to as the "Consultant".
The parties agree as follows:
1. Appointment of Consultant. Company hereby engages Consultant, and
Consultant agrees to render services to Company as an independent agent.
2. Duties. During the term of this Agreement, Consultant shall provide advice
to, undertake for and consult with the Company concerning identification
and initial negotiations for acquisition or joint venture of synergistic
businesses and technologies. Consultant shall review and advise Company
regarding his 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 Company's assets, resources, products
and services;
b. Advise and recommend to Company additional services relating to the
present business and services provided by Company as well as new
products and services that may be provided by Company.
3. Term. The term of this Agreement shall be from December 27, 1999, for a
period of one (1) year.
4. Compensation.
a. Base Salary. In consideration of the services to be performed by
Company, Consultant shall be paid the sum of ONE HUNDREDTHOUSAND
COMMON SHARES of the parent company, JD American Workwear, Inc.
(OTCBB: JDAW) on the 27th day of December 1999.
b. Additional compensation may be available if the Consultant delivers
additional business that is closed dureing the term of this
agreement in excess of the identfied and authorized contracts. The
authorized negotiations are for the CDM, Inc., Innovative Sewerage
System, Inc, Millenium Istec, Inc. and Pure Air companies or
products.
5. Health & Disability Insurance. Consultant shall not be entitled to receive
at the Company's expense, health care benefits and disability insurance
for Employee and his immediate family members.
6. Confidentiality. Consultant will not disclose to any other person, firm,
or corporation, nor use for his own benefit, during or after the term of
this Consulting Agreement, any trade secrets or other information
designated as confidential by Company which is acquired by Consultant in
the course of him performing services hereunder.
7. Governing Law. It is the intention of the parties hereto that this
Agreement and the performance hereunder and all suits and special
proceedings hereunder shall be construed in accordance with and under and
pursuant to the laws of the State of Delaware, and that in any action,
special proceeding or other proceeding that may be brought arising out of,
in connection with, or by reason of this Agreement, the laws of the State
of Delaware shall be applicable and shall govern to the exclusion of the
law of any other forum, without regard to the jurisdiction in which any
action or special proceeding may be instituted.
8. Termination Due To Discontinuance Of Business. Anything herein contained
to the contrary notwithstanding, in the event that the Company shall
discontinue operating its business, then this Agreement shall terminate as
of the last day of the month in which the Company ceases operations at
such location with the same force and effect as if such last day of the
month were originally set as the termination date hereof.
9. Arbitration. Any controversy or claim arising out of or related to this
Agreement shall be settled by arbitration in accordance with the rules and
under the auspices of the American Arbitration Association; and any
arbitration shall be conducted in the State of Florida.
10. Entire Agreement; Modification. This Agreement contains the entire
understanding of the parties with respect to the subject matter hereof and
supersedes all prior agreements, oral or written, and all other
communications between the parties relating to such subject matter. This
Agreement may not be amended or modified except by mutual written
agreement.
11. Indemnification. The Company will protect and indemnify the Employee from
any and all lawsuits or claims arising out of the Employee's proper
performance of his duties for the Company.
12. Binding Agreement. This Agreement shall enure to the benefit of and be
binding upon the Company, its successors and assigns, and the Employee,
his heirs and personal representatives but the Employee's rights under
this contract are personal to him and shall not be subject to voluntary or
involuntary alienation, assignment or transfer.
13. Severability. All agreements and covenants contained herein are severable,
and in the event that any of them, with the exception of those contained
in Paragraphs 1 and 4 hereof, shall be held to be invalid by any competent
court, this Contract shall be interpreted as if such invalid agreements or
covenants were not contained herein.
14. Attorneys' Fees And Costs. In the event of any litigation arising out of
this Contract, the prevailing party shall be entitled to recover all
expenses and costs incurred, including attorney's fees.
15. Venue. The venue of any litigation arising out of this Contract shall be
only in Broward County, Florida.
16. Counterparts. This Agreement may be executed in one or more counterparts,
all of which together shall constitute only one Agreement.
IN WITNESS WHEREOF, the parties have hereunto executed this Contract on
the dates below indicated.
PATINA CORP.,
Consultant: a Florida corporation,
________________________________ By:_________________________________
Art Xxxx Xxxxxx J. Birmingham, President
Dated: December 27, 1999 ATTEST:
By:_________________________________
Dated:_______________________________
(SEAL)
Company
