Exhibit 10.2
CONSULTING AGREEMENT
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This agreement ("Agreement") is effective the 31st day of July, 2001 by and
between McLaren Consultations Ltd, whose address is Suite 000 - 0000 Xxxx Xxxx,
Xxxxxxxx, X.X. Xxxxxx X0X 0X0 ("Consultant") and Magnum Industries Inc., a
Nevada corporation, whose address is #000- 000 Xxxx Xxxxxxxx, Xxxxxxx Xxxxxxxx,
Xxxxxx X0X 0X0 ("Company") in accordance with the terms and conditions herein.
*WITNESSETH*
WHEREAS, Consultant is experienced in corporate and financial matters,
WHEREAS, Company desires to engage Consultant to perform certain services on its
behalf and Consultant desires to perform such services, all in accordance with
the terms and conditions herein,
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NOW THEREFORE, subject to the mutual terms, conditions and covenants herein, the
parties do hereby agree as follows.
I.
PERFORMANCE BY CONSULTANT
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1.01. Services To Be Rendered. During the Term (as defined herein) of the
Agreement, Consultant covenants and agrees that it will employ its best efforts
to provide corporate and financial services on behalf of Company. Such services
include corporate secretarial services and legal services.
All information provided to any third party will be information furnished to
Consultant by Company. Consultant will not be required to prepare or authorize
any information regarding the Company.
II.
TERM AND TERMINATION
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The term of this Agreement shall extend for the period commencing with the date
of execution hereof and terminating in December 31, 2002. Thereafter, this
agreement may be extended by the mutual consent of the parties evidenced in
writing.
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III.
COMPENSATION
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As consideration for the services to be rendered by Consultant, Company shall
pay Consultant the consideration of 625,000 common shares of the Company at the
agreed par value of $0.001;
IV.
REPRESENTATIONS AND WARRANTIES AND INDEMNIFICATION
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4.01. Acknowledgment of Parties. The parties do hereby acknowledge and agree
that Consultant will rely on adequacy, correctness and accuracy of all materials
received by Consultant from the Company as well as all information made public
by the Company ("Corporate Information").
4.02. Representation and Warranty. As an inducement for entering into this
Agreement, Company represents and warrants to Consultant that (a) all of the
Corporate Information is true, accurate and not misleading with respect to any
material fact, transaction or projection, and (b) upon the occurrence of an
event which is materially adverse to the Company or the business of the Company,
Company will provide prompt written notification to Consultant of such event or
events stating in reasonable detail the nature of such event or events.
V.
INDEPENDENT CONTRACTOR
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5.01 Independent Contractor. In performing the services provided herein,
Consultant shall be deemed an independent contractor for all purposes including
but not limited to the Federal Insurance Contribution Act, the Social Security
Act, the Federal Unemployment Act and income withholding at the source.
Consultant shall not be construed to be an employee of the Company. Consultant
shall be solely responsible for the payment of all self employment and federal
and state income taxes and the filing of required estimated and informational
returns relating to compensation received hereunder.
5.02. Non Exclusivity. The Company acknowledges that Consultant has other
clients and the contractual arrangement described in this Agreement shall not be
exclusive as to the parties hereto.
VI.
MISCELLANEOUS PROVISIONS
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6.01. Paragraph Titles. The titles in this Agreement are inserted for
convenience and for identification purposes only and are not intended to
describe, interpret, define or limit the scope, intent or extent of this
Agreement or any provisions hereof.
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6.02. Binding Provisions. The terms and conditions herein are binding upon and
ensure to the benefit of the successors and assigns of the parties hereto,
except that, this Agreement is non-assignable by Consultant.
6.03. Applicable Law. This agreement shall be construed and enforced in
accordance with the laws of the State of Nevada.
6.04. Entire Agreement. This Agreement constitutes the entire agreement between
the parties and supersedes all other prior and contemporaneous negotiations,
agreements and arrangements between the parties.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date
provided above.
McLaren Consultations Ltd
/s/ A. McLaren
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Authorized Signatory
Magnum Industries Inc.
/s/ Xxxxx Xxxxx
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Authorized Signatory
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