CONSULTING AGREEMENT
THIS BENEFIT AGREEMENT (this Agreement") is made as of the 3rd day of March 2005
by and between AVVAA World Health Care Products, Inc., ("the Company"), a Nevada
corporation and Xxxxx Xxxxxx("the Consultant").
WHEREAS, the Company is a publicly traded company whose shares are quoted on the
OTC Bulletin Board;
WHEREAS, the Consultant has provided services (" Consulting Services");
and
WHEREAS, the Company wishes to compensate the Consultant for services already
rendered and future services on the following terms and conditions;
NOW, THEREFORE, the Company and the Consultant agree as follows:
1. As payment for services already provided in the period January 1, 2005 to
February 28, 2005, for services to be rendered to March 31, 2005 for which the
Company owes the Consultant the amount of $ 15,000(the "Balance"), the
consultant shall receive ninety thousnad ( 90,000) S-8 shares of Company's
common stock, par value $.001 (the "Shares"). All shares are to be issued at
0.001 cents per share and not at market price since this type of compensation is
for work performed. The Consultant shall not directly or indirectly promote or
maintain a market for the Shares. Moreover, the Consultant agrees that the
Shares are not and will not be provided in connection with a capital raising
transaction for the Company, and that the Consultant will provide no services
relating to any capital raising or the promotion or maintenance of a market for
the shares of the Company.
2. The Shares will be issued to Xxxxx Xxxxxx. Following issuance of the Shares,
Xxxxx Xxxxxx is permitted to shall sell the shares on the open market. The net
sale proceeds after brokerage commissions shall be considered settlement of the
$ 15,000 with respect to services rendered for the period between January 1,
2005 to February 28th, 2005, and services to be rendered up to March 31, 2005
3. The Consultant shall use the Consultant's best efforts to continue to assist
the Company by providing Consulting Services.
4. The Consultant shall not be liable for any mistakes of fact, errors of
judgment, for losses sustained by the Company or any subsidiary or for any acts
or omissions of any kind, unless caused by the negligence or intentional
misconduct of the Consultant or any person or entity acting for or on behalf of
the Consultant.
6. The Company and its present and future subsidiaries jointly and severally
agree to indemnify and hold harmless the Consultant against any loss, claim,
damage or liability whatsoever, (including reasonable attorneys' fees and
expenses), to which the Consultant may become subject as a result of performing
any act (or omitting to perform any act) contemplated to be performed by the
Consultant pursuant to this Agreement unless such loss, claim, damage or
liability arose out of the Consultant's negligence, or intentional misconduct.
The Company and its subsidiaries agree to reimburse the Consultant each for the
reasonable costs of defense of any action or investigation (including reasonable
attorney's fees and expenses); provided, however, that the agrees to repay the
Company or its subsidiaries if it is ultimately determined that the Consultant
is not entitled to such indemnity. In case any action, suit or proceeding shall
be brought or threatened, in writing, against the Employee, it shall notify the
Company within three (3) days after the Consultant receive notice of such
action, suit or threat. The Company shall have the right to appoint the
Company's counsel to defend such action, suit or proceeding, provided that the
Consultant consents to such representation by such counsel, which consent shall
not be unreasonably withheld. In the event any counsel appointed by the Company
shall not be acceptable to the Consultant, then the Company shall have the right
to appoint alternative counsel for the Consultant reasonably acceptable to the
Consultant, until such time as acceptable counsel can be appointed. In any
event, the Company shall, at its sole cost and expense, be entitled to appoint
counsel to appear and participate as co-counsel in the defense thereof. The
Consultant shall promptly supply the Company's counsel with copies of all
documents, pleadings and notices which are filed, served or submitted in any of
the aforementioned. The Consultant shall not enter into any settlement without
the prior written consent of the Company, which consent shall not be
unreasonably withheld.
7. This Agreement shall be binding upon the Company and the Consultant and his
successors and assigns.
8. If any provision or provisions of this Agreement shall be held to be invalid,
illegal or unenforceable for any reason whatsoever, (i) the validity, legality
and enforceability of the remaining provisions of this Agreement (including,
without limitation, each portion of any section of this Agreement containing any
such provision held to be invalid, illegal or unenforceable) shall not in any
way be affected or impaired thereby; and (ii) to the fullest extent possible,
the provisions of this Agreement (including, without limitation, each portion of
any section of this Agreement containing any such provision held to be invalid,
illegal or unenforceable) shall be construed so as to give effect to the intent
manifested by the provision held, invalid illegal or unenforceable.
9. No supplement, modification or amendment of this Agreement shall be binding
unless executed in writing by both parties hereto. No waiver of any other
provisions hereof (whether or not similar) shall be binding unless executed in
writing by both parties hereto nor shall such waiver constitute a continuing
waiver.
10. This Agreement may be executed in one or more counterparts, each of which
shall for all purposes be deemed to be an original but all of which shall
constitute one and the same Agreement.
11. The Parties agree that should any dispute arise in the administration of
this Agreement, that this Agreement shall be governed and construed by the laws
of the State of New Jersey, without regard to conflicts of laws of any other
jurisdiction. The Parties further agree that any action arising out of this
agreement shall be brought exclusively in an appropriate court of New Jersey
having jurisdiction.
12. This Agreement contains the entire agreement between the parties with
respect to the consulting services to be provided to the Company by the
Consultant.
IN WITNESS WHEREOF, the Company and the Consultant have caused this Agreement to
be signed by duly authorized representatives as of the day and year first above
written.
AVVAA WORLD HEALTH CONSULTANT:
CARE PRODUCTS, INC. Xxxxx Xxxxxx
BY: /s/ Xxxx Xxxxxx BY: /s/ Xxxxx Xxxxxx
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Xxxx Xxxxxx, President Xxxxx Xxxxxx
