BUSINESS CONSULTING AGREEMENT
AGREEMENT, made this 3rd day of October, 2001 by and between ThermoElastic
Technologies, Inc., whose principle place of business is at 0000 Xxxxxxxxxx
Xxxx, Xxxxxx, XX 00000 (the "Company") and Wall Street Watch, Inc., a private
corporate having offices at1800 X. Xxxxx Xxxx., Xxxxx 000, Xxxxxxx Xxxxx,
Xxxxxxx 00000 (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 Consultant has substantial experience in the areas of
financial consulting, the identification and negotiation of mergers and
acquisitions and public relations;
WITNESSETH
NOW, THEREFORE, the parties agree as follows:
1. TERM: The term of this Consulting Agreement shall be for a twelve (12)
month period commencing upon the execution hereof by all parties.
2. NATURE OF SERVICES: During the term of this Agreement Consultant shall
provide, inter alia, the following services in a timely manner:
(a) Attend meetings of the Company's Board of directors or Executive
Committee(s) when so requested by the Company;
(b) Attend meetings for and at the request of the Company review,
analyze and report on proposed business opportunities;
(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;
(d) Locate acquisitions for the Company;
(e) Assist in negotiating potential acquisitions and mergers;
(f) Assist in the implements of short term and long term strategic
planning as required by the Company;
(g) Implementation of short range and long term strategic planning to
fully develop and enhance the Company's assets, resources, products
and services;
(h) Advise the Company of means to restructure its debt and financial
obligations;
(i) Negotiate with lenders regarding the restructuring of such debt
obligations;
(j) Assist the Company in the monitoring of services provided by the
Company's advertising firm, public relations firm (if other than the
Consultant) and other professionals to be employed by the Company;
and
(k) Advise and recommend to the Company additional services relating to
the present products/services offered by the Company as well as new
products/services that may be provided by the Company.
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 1 million shares
of the Company's common stock and Options to purchase 500,000 shares of
common stock priced at $0.05 per share and Options to purchase 665,000
shares of common stock priced at $0.10 per share, all in the name of Xxx
Xxxxxx. The shares shall be registered by the Company on a Form S 8
Registration to be undertaken forthwith, all to issued immediately upon
execution of this Agreement by all Parities and approval of this Agreement
by the Company's Board of Directors.
6. 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
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.
7. 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 the Company which is acquired by Consultant in the course
of his performing services hereunder. (A trade secret is information not
generally known to the trade, which gives the Company an advantage over
its competitors. Trade secrets can include, by way of example, products or
services under development, production methods and processes, sources of
supply, customer lists, marketing plans and information concerning the
filing of pendency of patent applications). Agreement may not be disclosed
publicly in any manner without the prior written approval of Consultant.
8. INDEMNIFICATION: The Company agrees to indemnify and hold THE Company, its
affiliates, control persons, officers, employees and agents harmless from
and against all liabilities, where a court of competent jurisdiction has
made a final determination that
Consultant engaged in negligence or willful misconduct in the performance
of its services hereunder which gave rise to the losses, claim, damage,
liability, cost or expense sought to be recovered hereunder. The
provisions of this paragraph shall survive the termination and expiration
of this Consulting Agreement.
9. BREACH OF CONTRACT: The sole remedy of the Company in respect of any
material breach of this Agreement by Consultant shall be to terminate this
Agreement upon the giving of five (5) days prior written notice, in which
event all unexercised or partially exercised options shall be null and
void and of no effect.
10. INDEPENDENT CONTRACTOR: Consultant and the Company hereby acknowledge that
Consultant is an independent contractor. Consultant shall not hold himself
out as, nor shall he taken any action from which other might infer, that
he is a partner of, agent of or a joint venture of the Company.
11. HEADINGS: The headings in this Agreement are for reference purpose only
and shall not in any way affect the meaning or interpretation of this
Agreement.
12. SEVERABILITY OF PROVISION: The invalidity or unenforceability of any term,
phrase, clause, paragraph, restriction, covenant, agreement or other
provision of this Agreement shall in no way affect the validity or
enforcement of any other provision or any part thereof.
13. NOTICES: All notices to be given hereunder shall be in writing and sent by
fax or registered mail, sent to the appropriate Party as set out below (or
to such other address or addresses as either party may, in writing, notify
the other of), provided however, that notices given by fax transmissions
shall be deemed to have been given at the time and on the date disclosed
by the corresponding fax transmission confirmation sheet and, if given by
Registered Mail, shall be deemed to have been given five (5) clear days
after mailing:
(i) Wall Street Watch, Inc.
Ste. 207
0000 X. Xxxxx Xxxx.
Xxxxxxx, Xxxxxxx 00000
Phone: (000) 000-0000
Facsimile: (000) 000-0000
(ii) ThermoElastic Technologies, Inc.
Xxxxx 000, 00 Xxxxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx X0X 0X0
Facsimile: (000) 000-0000
(iii) MISCELLANEOUS:
a. All final decisions with respect to consultations, 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 have no prior
knowledge of any pending S.E.C. or N.A.S.D. 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 National Bankruptcy Act, or
either party is enjoined, or consents to any order relating to any
violation of any 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;
e. 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 city of Fort Lauderdale in the
state of Florida;
f. This Agreement is subject and conditional upon the approval of the
Agreement by the Company's Board of Directors, no later than October
30, 2001, failing which this Agreement shall be null and void and of
no affect whatsoever; and
g. This Agreement may be signed in counterparts.
IN WITNESS WHEREOF, the Parties hereto have this day set their hands and
seals.
ThermoElastic Technologies, Inc.
By: /s/ Xxxxxxx X. Xxxxxxxxx
Xxxxxxx X. Xxxxxxxxx, President
Wall Watch, Inc.
By: /s/ Xxx Xxxxxx
Xxx Xxxxxx, President
