CONSULTING AGREEMENT
AGREEMENT made this 2nd day of March, 2004, by and between Xxxxxxx Xxxxxxx., an
individual, with offices at 0000 Xxxxxxxxx Xxxxxxx Xxx., #0x00, Xxxxxxx, XX
00000 (the "Consultant"), and CTD Holdings, Inc., a corporation with principal
offices at 00000 X.X. 00xx Xxx, Xxxx Xxxxxxx XX 00000 (the "Client").
WITNESSETH
WHEREAS, the Client is a corporation that requires assistance in liquidating
certain assets of the corporation consisting of a substantial number of
collectable items, including approximately $500,000 of Sport cards, $50,000 of
postage stamps and $50,000 worth of coins and currency (the "Collection") and,
WHEREAS, the Consultant represents that it is knowledgeable and experienced in
the collectable area and has access to various online internet web and auction
sites and a soon-to-be-opened retail site in the Orlando Florida area, and is
willing and capable of liquidating all or a substantial amount of the Collection
for the Client.
NOW THEREFORE, by reason of these premises and in consideration of the mutual
covenants hereinafter set forth, the parties hereto agree as follows:
1. APPOINTMENT OF THE CONSULTANT:
1.1 The Client hereby appoints the Consultant, to provide the Services
(more fully described Exhibit A and made a part of this Agreement)
under the terms and conditions set forth herein
1.2 the Consultant agrees to devote the time, attention, knowledge, and
skill necessary to carry out its responsibility over the term of this
Agreement which shall run for the next Twelve months and as it pertains
to the work encompassed in Exhibit A ("Services") of this Agreement.
2. COMPENSATION:
2.1 In consideration of providing Services, the Client agrees to pay
the Consultant, $100,000, in cash upon agreement as to the appraised
value of the Collection, and a second payment of $50,000 shall be paid
after three months and a third payment of $50,000 shall be paid to the
Consultant at the six month anniversary of this Agreement. Both the
second and third payments Are contingent upon the Client receiving
cumulative payments from sales (net of selling expenses) of the
Collection totaling $150,000. At the sole option of the Client, S-8
un-restricted shares of Client's common stock (Symbol: CTDH) ("stock")
may be used in lieu of cash payments to the Consultant, calculated
based upon the average 10 day closing offer (Bid Price) prior to the
due date of payment. If the Client chooses to pay in S-8 shares, then
the Client agrees to register the Shares promptly after signing of this
agreement for resale under the Securities Act of 1933, as amended,
pursuant, to a registration statement filed with the Securities and
Exchange Commission on Form S-8 (or, if Form S-8 is not then available,
such other form of registration statement available), pursuant to the
terms of such registration and deliver the calculated number of shares
to the Consultant within Seven (7) business days agreement to the
appraised value.
2.2 As part of his compensation, the consultant shall have the option
to purchase an additional 100,000 free trading shares of Stock at $0.50
per share in increments of 10,000 shares, which shall be registered in
the S8 compensation agreement. Any Options not exercised within the 12
months of this Agreement, or any extensions thereto, shall expire and
no longer be valid.
NOTE; The use of S-8 Stock under this Agreement explicitly prohibits
the Consultant to engage in any of the SEC Prohibitions on giving or
receiving S-8 shares for consulting activity, including in summary: the
promotion of the Client's shares, promote the resale of shares, and the
raising of capital, arranging of reverse mergers, and the parties agree
to avoid any such prohibitions.
3. TERM
3.1 The term of this Agreement shall be for Twelve (12)
consecutive months from the date of agreement to the appraised value of
the Collection.
4. OTHER
4.1 Value of the Collection: The Consultant shall provide and
pay for, within the first 30 days of this Agreement and appraisal and
aggregate inventory of the entire Collection (the "Appraisal") by a
bona fide, credentialed appraiser"(s) to set the value base on the
orderly sale over the period of this Agreement. The parties then have
one week to accept the Appraisal, or if they disagree, either party may
hire and pay for their own appraisal and the final Appraisal shall be
the average of the two independent appraisals.
4.2 Ownership: The ownership of the Collection shall remain
with the Client and shall be on consignment to the Consultant during
the term of this Agreement. It shall be the responsibility of the
Consultant to maintain proper insurance on the Collection from, theft,
fire or damages from other causes that may affect the Collection and
Consultant shall name the Client as co-insured and provide the Client
proof of such insurance, and such insurance shall commence at the time
the Collection(s) leaves Client's premises, until seven (7) days after
the Client is notified that the Collection is being returned to the
Client's premises. At the end of the term all remaining inventory in
the Collection shall be returned to the Client or the current Agreement
shall be renegotiated and extended. At any time, the Consultant shall
have the option to purchase the remaining part of the Collection at
Fifty (50%) of the original Appraisal less any monies paid to the
Client.
4.3 Selling Price: The Consultant shall have the right to set
the price (however, any price which falls below 75% of any of the
leading Guide Books on prices, shall require the written approval of
the Client) and shall endeavor to sell the items in the collection for
the highest reasonable price. A detailed itemization of the items sold
will accompany each monthly statement.
4.4 Proceeds from Sales: All proceeds from sales less sales
tax and direct costs (such as salespersons commission and shipping
costs) shall be paid to the Client monthly, during the second week of
each month for sales from the previous month.
5. CONFIDENTIALITY:
5.1 Both the Consultant and the Client agree that it will not
at any time, or in any fashion or manner divulge, disclose or otherwise
communicate to any person or corporation, in any manner whatsoever, any
information of any kind, nature, or description concerning any matters
affecting or relating to the business of each others company. This
includes its method of operation, or its plans, its processes, or other
data of any kind or nature that they know, or should have known, is
confidential and not already information that resides in the public
domain.
5.2 Both the Client and the Consultant expressly agree that
confidentiality of these matters is extremely important and gravely
affect the successful conduct of business of each company, and its
goodwill, and that any breach of the terms of this section is a
material breach of this Agreement.
6. TERMINATION:
6.1 The Client and/or the Consultant have the right to
terminate this Agreement at any time with 90 days written notice for
cause, on the basis of the other's incompetence, misconduct,
inattention to business, or noncompliance with the provisions of this
Agreement.
6.2 This Agreement may also be terminated by the mutual
agreement of the parties, or after the initial term by either party but
may not be terminated arbitrarily by the Client or Consultant.
Regardless of the reason of termination of this Agreement, the Client
and the Consultant agree to continue to observe the terms and
conditions of Section 2.4 and 5 of this Agreement, and the Client
agrees to pay the Consultant all monies owed upon return, at the
Consultant's expense, of the appraised Collection, less items
documented as sold.
7. ENTIRE AGREEMENT:
7.1 This written Agreement contains the sole and entire
agreement between the parties. It supersedes any and all agreements by
and between the parties. The parties acknowledge and agree that neither
has made any representation with respect to the subject matter of this
Agreement or induced in any way the execution and delivery of this
Agreement except as expressly stated in the terms of this Agreement.
The parties further acknowledge that any previous statements or
representations made by either party to the other are now null and void
and of no effect.
8. ARBITRATION:
8.1 It is agreed by the parties that disputes arising out of
the execution or interpretation of this Agreement shall be arbitrated
under the rules of the American Arbitration Association with meetings
held in Florida. If legal action is taken to enforce this Agreement,
the prevailing party shall be entitled to recover reasonable attorney
fees, interest, if applicable, plus arbitration cost for the expense of
collection or defense of the action at the discretion of the
arbitrator(s).
9. JURISDICTION:
9.1 This Agreement shall be deemed executed in the State of
Florida and shall be construed under the laws of the State of Florida.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
Consultant CTD Holdings, Inc.
By: /s/ Xxxxxxx Xxxxxxx By: /s/ Xxxx Xxxxxxxx
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Xxxxxxx Xxxxxxx 3/8/04 Xxxx Xxxxxxxx 3/11/04
