CONSULTING AGREEMENT
This Consulting Agreement is entered into between Xxxx X Xxxxx and Auric
Enterprises, Inc. (Client), (the "Agreement") with reference to the
following facts.
Client has expressed a desire to enter into this Agreement with Xxxx X
Xxxxx for Xxxx X Xxxxx to provide accounting and administrative services
the ("the Services")for the Client (the "Services"). Xxxx X Xxxxx is in
the business of providing such services and desires to enter into an
Agreement with Client to provide such "Services". This Agreement is for
the purpose of defining the services provided and the rights and
responsibilities of both parties.
1. SERVICES PROVIDED BY Xxxx X Xxxxx.
1. Xxxx X Xxxxx will provide various accounting and administrative
services for the Client, including drawing up for the Company a set of
books and maintaining the books for a period of six months.
2. Xxxx X Xxxxx agrees to provide consulting services on an as needed
basis to Client for a period of six months from this Agreement. Xxxx X
Xxxxx and will make itself available to render advice to Client
concerning but not limited to accounting, administrative work, and any
other subjects as may fall under the services provided within this
contract.
2. RESPONSIBILITIES OF CLIENT
1. Client agrees to provide Xxxx X Xxxxx such financial, business and
other material and information about Client, its products, services,
contracts, litigation, patents, trademarks and other such business
matters which Xxxx X Xxxxx may request and which Xxxx X Xxxxx
considers to be important and material information for the completion
of this contract.
2. Client agrees to provide Xxxx X Xxxxx and/or Client's attorneys and
accountants all material requested in order to prepare the companies
books. These materials include but are not limited to: articles of
incorporation and all amendments thereto, by laws of the corporation,
its minutes and resolutions of all shareholders and board of
directors meetings, a copy of the share register showing the names,
addresses and social security number of shareholders and the dates of
issuance and the numbers of shares owned by each shareholder, the
names and addresses of all officers and directors of the corporation,
a resume for each officer and director of the corporation and audited
financial statements providing balance sheets for the two previous
years and Statement of Operations for the three previous years.
3. CASH COMPENSATION
Xxxx X Xxxxx will receive a total fee of $5,000 for the above services
rendered. Fee does not include any preapproved expenses incurred by Xxxx
X Xxxxx. The cash portion of the fees are only to be paid from the
proceeds of the offering.
4. CONVERSION TO EQUITY
Xxxx X Xxxxx may at its option convert up to $5,000 of its fees into
Units of Client pursuant to a 504 offering.
5. REPRESENTATIONS BY Xxxx X Xxxxx
LPE represents warrants and covenants the following:
1. Xxxx X Xxxxx will disclose to Client all material facts and
circumstances which may affect its ability to perform its undertaking
herein.
2. Xxxx X Xxxxx will cooperate in a prompt and professional manner with
Client, its attorneys, accountants and agents in the performance of
this Agreement.
6. REPRESENTATIONS OF CLIENT
Client represents warrants and covenants the following:
1. Corporation will cooperate fully with Xxxx X Xxxxx in executing the
responsibilities required under this contract so that Xxxx X Xxxxx
may fulfill its responsibilities in a timely manner.
2. Client will not circumvent this Agreement either directly or
indirectly nor will it interfere with, impair, delay or cause Xxxx X
Xxxxx to perform work not described in this Agreement.
3. Client and each of its subsidiaries is a corporation duly organized
and existing under the laws of its state of incorporation and is in good
standing with the jurisdiction of its incorporation in each state where
it is required to be qualified to do business.
4. Client's articles of incorporation and bylaws delivered pursuant to
this Agreement are true and complete copies of same and have been duly
adopted.
5. Client will cooperate in a prompt and professional manner with Xxxx X
Xxxxx, his attorneys, accountants and agents during the performance of
the obligations due under this Agreement.
6. Client represents that no person has acted as a finder or investment
advisor in connection with the transactions contemplated in this letter
other than those listed on Exhibit A, and Client will indemnify Xxxx X
Xxxxx with respect to any claim for a finders fee in connection with this
Agreement. Client represents that no officer, director or stockholder of
the company is a member of the NASD, an employee or associated member of
the NASD, or an employee or associated person or member of the NASD.
Client represents that is separately has disclosed to Xxxx X Xxxxx all
potential conflicts of interest involving officers, directors, principal
stockholders and/or employees.
7. CONFIDENTIALITY
Xxxx X Xxxxx agrees that all information received from Client shall be
treated as confidential information and Xxxx X Xxxxx shall not share such
information with any other person or entity, except the SEC, attorneys
and accountants, without the express written consent of Client, unless
such disclosure clearly will not cause damages to Client.
Client agrees not to divulge each and any named source (lending,
institutions, investors, individuals, Brokers, etc.) which have been
introduced by Xxxx X Xxxxx for a period of one year from the execution of
this Agreement. Furthermore, Client agrees not to circumvent, either
directly or indirectly, the relationship that each Xxxx X Xxxxx has with
said sources.
8. NOTICES
Any notices from either party to the other shall be deemed received on
the date such notice is personally delivered. Any notice sent by fax
transmission shall be deemed received by the other party on the day it
has been transmitted. Any notice sent by mail by either party to the
other shall be deemed received on the third business day after is has
been deposited at a United States Post Office. For purposes of
delivering or sending notice to the parties to this Agreement such
notices shall be delivered or sent as follows:
If notice is delivered If notice is delivered
to Xxxx X Xxxxx to Client
Xxxx X Xxxxx Auric Enterprises, Inc.
XX Xxx 0000 Xxxxxxxx Xxxx. Xxxxx 000
Xxxxxx Xxxx Xx, XX 00000 00 Xxxxxx Xxxx Xx.
Phone 000-000-0000 XX Xxx 0000
Xxxxxx Xxxx Xxxxxx, XX 00000
Phone 000-000-0000
Fax # 000-000-0000
9. ENTIRE AGREEMENT
Neither party has made any representations to the other which are not
specifically set forth in this Agreement. There are no oral or other
agreements between the parties which have been entered into prior or
contemporaneously with the formation of this Agreement. All oral
promises, agreements, representations, statements and warranties
hereinafter asserted by one party against the other shall be deemed to
have been waived by such party asserting that they were made and this
Agreement shall supersede all prior negotiations, statements
representations, warranties and agreements made or entered into between
the parties to this Agreement.
10. NO ASSIGNMENT
Neither party may assign any benefit due or delegate performance under
this Agreement without the express written consent of the other party.
11. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the
laws of the State of South Carolina. It shall also be construed as if the
parties participated equally in its negotiation and drafting. The
Agreement shall not be construed against one party over another party.
Should a dispute arise, both parties agree to submit to binding
arbitration under the guidelines of the American Arbitration Association
or some other mutually agreeable Arbitration Association.
12. WAIVER
The waiver of any provision of this Agreement by either party shall not
de deemed to be a continuing waiver or a waiver of any other provision of
this Agreement by either party.
13. SEVERABILITY
If any provision of this Agreement or any subsequent modifications hereof
are found to be unenforceable by a court of competent jurisdiction, the
remaining provisions shall continue to remain in full force and effect.
14. AUTHORITY TO ENTER INTO AGREEMENT
The individuals signing this Agreement below represent to each other that
they have the authority to bind their respective corporations to the
terms and conditions of this Agreement. The individuals shall not,
however have personal liability by executing this Agreement and sign this
Agreement only in their representative capacities as authorized officers
of the Client and Xxxx X Xxxxx respectively.
Dated this of December, 1998 Dated this of December, 1998
Xxxx X Xxxxx Auric Enterprises, Inc.
By By
Xxxx X Xxxxx Xxxxxx Xxxxxxx, President
