Exhibit 10.59 EXECUTION COPY
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT, made as of the 1st day of October, 1998, by and
between:
FIDELITY HOLDINGS, INC., a Delaware corporation having its executive
office at 00-00 Xxx Xxxxxxx Xxxx, Xxx Xxxxxxx, Xxx Xxxx 00000 (hereinafter
referred to as "COMPANY") and its subsidiary, MAJOR AUTOMOTIVE GROUP, INC.
(hereinafter "MAJOR")
AND
CLEMONT INVESTMENTS LTD., a Gibraltar corporation having its principal
office at 000X Xxxx Xxxxxx, Xxxxxxxxx (hereinafter referred to as "CONSULTANT").
WITNESSETH THAT:
WHEREAS, COMPANY, through its wholly-owned subsidiary and division, Major
Acquisition, Inc. (a/k/a "Major Automotive Group" and/or "Major Automotive
Group, Inc.", is engaged in the business of selling and marketing automobiles,
trucks, and other vehicles (the "Automotive Business") and has sought, and is
seeking, to expand its Automotive Business in Russia and Eastern Europe;
WHEREAS, CONSULTANT is organized, inter alia to provide business advisory
services regarding the establishment in Europe of branches or operations of
U.S.-based companies, and as the result of activities in anticipation of this
Consulting Agreement has developed various contacts, arrangements,
relationships, etc. relating to the Automotive Business, and such experience and
knowledge may be highly useful to MAJOR and its management;
WHEREAS, as the result of activities performed in anticipation of this
Consulting Agreement relating to the Automotive Business, CONSULTANT has
developed a list of potential contacts, clients, customers, strategic partners,
and other businesses or entities who or which may be desirous of entering into
business relations with MAJOR (the "LIST") which LIST MAJOR desires to acquire;
WHEREAS, CONSULTANT believes that the prior experience and business
backgrounds and contacts of its management, employees and affiliates can be of
value to the COMPANY and the COMPANY recognizes the benefits accruing to itself
from CONSULTANT's association with the COMPANY and has agreed to employ
CONSULTANT as a consultant to COMPANY on the herein terms and conditions,
intending the CONSULTANT to rely on COMPANY's agreement thereto;
WHEREAS, COMPANY desires to retain the on-going contacts which CONSULTANT
may develop as the result of the performance of services hereunder and retain
solely the benefits which may be derived from the efforts of CONSULTANT on
behalf of COMPANY by having the
exclusive right to the consulting and advisory services of CONSULTANT relating
to automotive industry and COMPANY's Automotive Business and to restrict
CONSULTANT with respect to its activities relating to the Automotive Business;
WHEREAS, the parties have agreed upon the terms of such arrangements and
desire a written, formal contract to evidence their understandings;
NOW, THEREFORE, in consideration of the mutual promises, covenants and
forebearances contained herein, and intending to be legally bound, the parties
have agreed as follows:
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SUMMARY
1. SUMMARY OF AGREEMENT. This Agreement is divided into four (4) parts:
Part II: Consulting Services to MAJOR regarding the Automotive Business;
Part III: Conveyance of the LIST;
Part IV: Exclusivity/Restrictive Covenants; and
Part V: Miscellaneous provisions applicable to all Parts.
II
CONSULTING AGREEMENT
2. CONSULTING EMPLOYMENT. For the term provided in Paragraph 3 following,
COMPANY hereby employs CONSULTANT as a consultant and advisor, and CONSULTANT
hereby accepts that employment, upon the terms and conditions hereinafter set
forth in this Part II and Part IV below. CONSULTANT is an independent contractor
without authority, either as principal or agent, to bind, commit or obligate the
COMPANY or MAJOR in any way with any third parties. As an independent
contractor: CONSULTANT shall be responsible for payment of its own taxes and the
filing of its own tax reports and returns; the payment of wages, salaries and
compensation to its employees, consultants, and agents; the withholding and
payment of payroll taxes and related charges; and the carrying of all required
insurance, including workmen's compensation.
3. TERM. (a) This Consulting Agreement shall become effective upon
execution, except that the consulting services shall commence on January 1,
1999, or sooner at the option of the COMPANY with written notice to CONSULTANT.
(b) Part II of this Consulting Agreement shall continue and exist for a period
of three (3) years from the effective date. Part IV of this Consulting Agreement
shall continue and exist for the periods specified in the Paragraphs thereof.
4. COMPENSATION-BASE AND HARDSHIP. (a) For the basic services rendered
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under this Part II of this Consulting Agreement (i.e., for regular consulting
and advisory services), COMPANY shall pay CONSULTANT a base fee in the form of
Fifty-four Thousand (54,000) shares of the COMPANY's Common Stock. Such shares
shall be issued immediately, in the name of CONSULTANT, upon the execution of
this Agreement as thirty-six (36) certificates for 1,500 shares each, so as to
establish CONSULTANT as a shareholder as of the date of issuance as to all
54,000 shares. However, CONSULTANT shall not be deemed vested with ownership of
such shares until delivered to CONSULTANT as provided herein. The certificates
shall be held in escrow by Xxxxxx Salad, Esq. who shall deliver a certificate
for 1,500 shares to CONSULTANT monthly, in advance, for the services to be
rendered for that month, commencing on January 1, 1999 for the services to be
rendered in the month of January, 1998 (or sooner at the COMPANY'S option as
provided in Section 3 hereof). CONSULTANT shall not be entitled to vote any of
the 54,000 shares, including the shares held in escrow pending delivery of such
shares to CONSULTANT as provided herein until such shares are vested. Any
dividends declared and or paid with respect to delivered and vested shares shall
be paid directly to CONSULTANT. Any dividends declared or paid with respect to
undelivered, unvested and escrowed shares shall be paid to Xxxxxx Salad, Esq.
and shall also be held in escrow pending delivery and shall follow the delivery;
i.e., proportionately delivered to CONSULTANT as the shares are delivered.
(b) The parties acknowledge that in negotiating this fee and its equal
installment payment they recognized that the consulting and advisory services
will probably not be performed in equal monthly segments, but may be substantial
during the early portion of the term and less thereafter as MAJOR's
relationships and communications lines are established. Thus, part of the
compensation for earlier services will be deferred and the lessening or
termination of services shall not constitute a breach or termination hereof, but
the level fee shall continue. Furthermore, in view of MAJOR's and COMPANY's
desire that CONSULTANT's services with respect to the automotive industry be
exclusively for the benefit of MAJOR, any failure by MAJOR to assign projects
shall not be deemed a breach of this Agreement by CONSULTANT.
(c) The parties recognize that the current political and economic climates of
Russia and Eastern Europe are unstable, subject to substantial inflation, and
involve the performance of on-site services under difficult, hardship, and
possibly hazardous, conditions. Accordingly, where performance of the services
will require actual travel to and presence in such areas, prior to the
performance of any services, the parties shall establish a level of additional
compensation, payable in cash or additional shares of COMPANY's Common Stock, as
compensation for operations under such conditions. Such additional compensation
shall take into consideration both the conditions applicable and the value of
the services, and shall be in addition to any costs as provided in Paragraph
8(a) below.
5. DUTIES. CONSULTANT shall perform consulting and advisory services for
MAJOR with respect to establishment and expansion of its Automotive Business in
Russia and Eastern Europe (the "Territory"). CONSULTANT shall have no
responsibility for, and shall not have any involvement in, matters affecting the
Company outside of the Territory unless otherwise directed in writing by the
President. CONSULTANT shall act, within and with respect to such Territory, as a
business consultant and advisor to MAJOR, performing services as MAJOR shall
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request or direct, including but not limited to:
(a) As MAJOR shall request or direct in writing, CONSULTANT shall seek to make
MAJOR and its Automotive Business known to the financial and business community
in Russia and Eastern Europe and to the financial community interested in or
capable of financing MAJOR's dealerships and distributorships or consumer
purchases, as well as the business and financial media and the public generally.
(b) As MAJOR shall request or direct in writing, CONSULTANT shall assist in
contacting, establishing communication with, and introducing MAJOR's executives
to, financial institutions and investors potentially interested in (i) securing
a franchise or entering into a relationship with MAJOR for the establishment of
a dealership or distributorship, or (ii) providing floor plan financing to MAJOR
or one of its importers, dealers or distributors, or (iii) providing consumer
financing for the purchase of automobiles, trucks or other motor vehicles from
MAJOR, or one of its dealers or distributors.
(c) As MAJOR shall request or direct in writing, CONSULTANT shall serve as a
liaison between MAJOR and the Russian and Eastern European automotive industry
and relevant government agencies, and CONSULTANT shall provide such analyses of
the Russian and European automotive markets as MAJOR may request.
(d) As MAJOR shall request or direct in writing, advise MAJOR with respect to
its and its dealers and distributors sales and marketing arrangements and plans,
including: specific marketing and sales focuses by country or region; public
relations and advertising programs, media selection, industry trade shows, and
expenditures therefor; employment of import brokers, transportation companies,
sales representatives and distributors; pricing and sales terms; product feature
emphasis; product bundling and un-bundling; licensing, franchise, dealership and
distributorship agreements; and other factors relating to MAJOR's Automotive
Business.
(e) As MAJOR shall request or direct in writing, assist MAJOR in finding,
recruiting, hiring, compensating and retaining dealers, distributors, and sales
and marketing personnel.
(f) As MAJOR shall request or direct in writing, assist COMPANY in analyzing
business and product strengths and weaknesses, advising on competition and the
current automotive markets in the various countries, devising and revising a
business plan for the geographic areas.
(g) As MAJOR shall request or direct in writing, assist MAJOR in securing
capital financing, both debt and equity financing, for its Automotive Business.
(h) As MAJOR shall request or direct in writing, assist MAJOR in establishing an
acquisition strategy within the geographical areas, introduce MAJOR to potential
dealership and distributorship acquisition candidates and assist MAJOR to
identify, contact, analyze and negotiate with potential dealership and
distributorship acquisition candidates.
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(i) As MAJOR shall request or direct in writing, assist MAJOR in securing trade
name and product exposure and advise with respect to securing media coverage and
exposure.
(j) CONSULTANT shall perform such other consulting and advisory duties as
MAJOR's Management may reasonably request in writing, consistent with the
foregoing duties.
Notwithstanding the foregoing, CONSULTANT shall cause its employees to
devote up to fifty (50%) percent of their business time and attention to the
COMPANY's matters, if so requested in writing.
6. EXTENT AND PLACE OF SERVICES. CONSULTANT shall devote such adequate,
reasonable, and proper time, attention, and energies to the business of MAJOR as
shall be necessary or consistent with the performance of its duties hereunder.
It is understood that, except as provided by Paragraph 10 in Part IV below,
CONSULTANT has and/or may have other employment or consulting arrangements and
that this engagement is neither exclusive nor full-time. The consulting and
advisory services of CONSULTANT shall be performed off-shore, i.e., outside of
the United States.
7. WORKING FACILITIES. CONSULTANT shall provide its services from its own
offices the cost for which offices shall be at CONSULTANT's own expense. MAJOR
shall provide such local and regional site offices and such personnel support as
may be mutually agreed upon from time to time.
8. EXPENSES. (a) CONSULTANT, in providing the foregoing services, shall
advise MAJOR in advance of the performance of such services, of the costs
anticipated to be incurred in the performance of such services and shall
establish with MAJOR a costs budget. MAJOR shall be responsible for all budgeted
costs of providing the services including, but not limited to, out-of-pocket
expenses for travel, entertainment, postage, express delivery and messenger
service, telephone/ facsimile charges, as well as compensation to third party
vendors, consultants, advisors, and agents. Such costs shall be in addition to
any additional compensation as provided in Paragraphs 4(a) and 4(c) above.
(b) Except for costs budgeted as provided above, CONSULTANT is not authorized to
incur expenses on behalf of, or chargeable to, COMPANY, with respect to the
business travel of its management, employees or affiliates, including
transportation, lodging, food, entertainment, etc. except within such guidelines
as may be established form time to time by the Board of Directors of COMPANY, or
as specially agreed upon, in advance, for any specific project. COMPANY shall
reimburse CONSULTANT for authorized expenses within such guidelines or prior
agreement upon presentation by CONSULTANT, from time to time, of an itemized
account of such expenditures in such form as COMPANY may require, together with
receipts or other proofs of the expenditures as may be required.
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III
CONVEYANCE OF LIST
9. CONVEYANCE OF THE LIST. (a) Prior to the execution of this Agreement,
COMPANY has examined the LIST, is aware of its contents, and accepts such LIST
hereunder with the specific understanding that CONSULTANT makes no
representation or warranty that any such persons or entities listed shall enter
into any business arrangement with COMPANY, and it shall be the responsibility
of COMPANY to further contact such persons and entities, negotiate with them,
and reach any agreement or relationship.
(b) CONSULTANT represents and warrants:
(i) although compiled by its affiliates, officers, directors, agents and/or
consultants, CONSULTANT is the owner of such LIST and has the authority to
convey such LIST to MAJOR;
(ii) such LIST contains the names and addresses of each and every contact,
potential client, potential customer, potential strategic partner, and other
businesses which may be interested in entering into a business relationship with
MAJOR pertaining to its Automotive Business, and CONSULTANT has not withheld the
names and addresses of any potential contacts, clients, customers, strategic
partners, or business contacts which could be useful to MAJOR with respect to
its Automotive Business.
(iii) CONSULTANT has not previously conveyed, or disclosed, the names and
addresses on such LIST to any other of its consulting clients, has not entered
into any other agreement or understanding for the conveyance or disclosure of
such LIST, such LIST was not compiled by reason of funding or a contractual
commitment from any other consulting client, and there are no liens, claims,
encumbrances or charges of any kind pertaining to such LIST.
(iv) Upon the conveyance of such LIST hereunder, CONSULTANT shall treat such
LIST as the exclusive property of MAJOR and shall not itself use, or use,
disclose, or convey any of the names and addresses on such LIST for its own
benefit or for the benefit of any person or entity, whether or not a consulting
client.
(b) CONSULTANT, on behalf of itself, its affiliates, shareholders, officers,
directors, employees, agents and consultants, hereby conveys, sells, transfer
and assigns all of its right, title and interest in and to the LIST to MAJOR,
free and clear or any liens, claims, encumbrances and charges, of any kind
whatsoever.
(c) In consideration for the conveyance of the LIST to MAJOR, COMPANY shall
issue to CONSULTANT, upon the execution hereof, Seventy-nine Thousand Five
Hundred (79,500) shares of its Common Stock. Such issuance shall be in full and
complete payment of the LIST, there shall be no further compensation due to
CONSULTANT in the event that COMPANY and/or MAJOR shall negotiate any agreement
or develop any relationship with any named person or entity, and such
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shares shall be deemed earned by CONSULTANT upon conveyance of the LIST and
without the required performance of any future services with respect thereto.
IV
EXCLUSIVITY OF CONSULTING SERVICES
AND
RESTRICTIVE COVENANTS
10. EXCLUSIVITY. CONSULTANT, on behalf of itself, its officers, directors,
employees and agents, agrees that, during the term of the three years of
consulting services provided in Part II above, and for a period of two (2) years
thereafter, or for a period to December 31, 2003, it shall not, directly or
indirectly, consult for, and provide advisory services to, or provide any
information to, any person or entity engaged in the Automotive Business.
CONSULTANT shall not, directly or indirectly, contact, solicit, or direct any
person, firm or corporation, to contact any other person or entity engaged in
the automotive industry for the purpose of providing consulting or advisory
services, or information, that are the same as or similar to, any services or
information provided to MAJOR by CONSULTANT hereunder.
11. NON-DISCLOSURE OF INFORMATION. CONSULTANT recognizes and acknowledges
that, during the course of its employment hereunder, it will have access to
valuable proprietary information relating to MAJOR and its Automotive Business,
a substantial portion of which may be developed or created by CONSULTANT in the
performance of its services hereunder, and that such information constitutes
unique assets of the business of MAJOR and the COMPANY. To the extent that such
proprietary information is developed by CONSULTANT pursuant to the performance
of its consulting services under Part II above, CONSULTANT hereby assigns to
MAJOR, without further consideration to CONSULTANT, the entire right title and
interest in and to the such work product and in and to all proprietary rights
therein or based thereon, and CONSULTANT agrees that the work product shall be
deemed to be a "work made for hire". Neither CONSULTANT not any of its
affiliates, employees, officers, directors, agents and consultant will, during
or after CONSULTANT's employment, personally use or disclose all, or any part
of, such proprietary information to any person, firm, corporation, association,
agency, or other entity except as properly required in the conduct of the
business of MAJOR and/or the COMPANY, or except as authorized in writing by
MAJOR, publish, disclose or authorize anyone else to publish or disclose, any
secret or confidential matter relating to any aspect of the business of MAJOR
with which CONSULTANT'S service may in any way acquaint CONSULTANT. In the event
of a breach, or threatened breach, by CONSULTANT, of the provisions of this
Paragraph, COMPANY and/or MAJOR shall be entitled to a preliminary, temporary
and permanent injunction restraining CONSULTANT from disclosing in whole or in
part, any such proprietary information and/or form rendering any services to any
person, firm, corporation, association, agency, or other entity to whom such
information, in whole or in part, has been disclosed or is threatened to be
disclosed. Furthermore, nothing herein shall be construed as prohibiting COMPANY
and/or MAJOR from pursuing any other equitable or legal remedies available to it
for such breach or threatened breach, including the recovery or damages from
CONSULTANT.
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12. NONSOLICITATION COVENANT. During the term of this Agreement and for a
period of two (2) years after the termination of this Agreement CONSULTANT shall
not solicit, directly or indirectly, by any means, any of the MAJOR's customers,
prospective customers, or employees, either for itself or any other person or
entity.
13. NON-COMPETITION COVENANT. During the term of this Agreement and for a
period of two (2) years after the termination of this Agreement CONSULTANT shall
not, directly or indirectly, engage in or carry on in any manner (including,
without limitation, as principal, shareholder [other than a passive investor
with less than a five percent (5%) interest] , partner, lender, agent, employee,
consultant, or investor [other than a passive investor with less than a five
percent (5%) interest], trustee, or through the agency of any corporation,
partnerships, limited liability company or association) any business in
competition with MAJOR or its Automotive Business.
14. CONSIDERATION. (a) In consideration for the foregoing covenants of
exclusivity, non-disclosure, nonsolicitation and non-competition, COMPANY shall
pay CONSULTANT a fee of Fifty-four Thousand (54,000) shares of the COMPANY's
Common Stock. Such shares shall be issued, in the name of CONSULTANT,
immediately upon the execution of this Agreement as thirty-six (36) certificates
for 1,500 shares each, so as to establish CONSULTANT as a shareholder as of the
date of issuance as to all 54,000 shares. However, CONSULTANT shall not be
deemed vested with ownership of such shares until delivered to CONSULTANT as
provided herein. The certificates shall be held in escrow by Xxxxxx Salad, Esq.
who shall deliver a certificate for 1,500 shares to CONSULTANT monthly,
commencing on January 1, 1999 (or sooner at the COMPANY'S option as provided in
Section 3 hereof). CONSULTANT shall not be entitled to vote all 54,000 shares,
including all shares held in escrow, pending delivery of such shares to
CONSULTANT as provided herein until such shares are vested. Any dividends
declared and or paid with respect to delivered and vested shares shall be paid
directly to CONSULTANT. Any dividends declared or paid with respect to
undelivered, unvested and escrowed shares shall be paid to Xxxxxx Salad, Esq.
and shall also be held in escrow pending disposition and shall follow the
disposition; i.e., proportionately delivered to CONSULTANT as the shares are
delivered.
(b) In addition to the foregoing, any shares allocated as fee compensation for
the performance of consulting and advisory services under Part II which COMPANY
shall not consider to have been "earned" by the performance of actual consulting
and advisory services shall be deemed additional consideration for the
exclusivity covenant.
PART V
MISCELLANEOUS
15. ISSUANCE FOR INVESTMENT PURPOSES/CALL. (a) CONSULTANT acknowledges
that the shares being issued pursuant to this Consulting Agreement are being
issued pursuant to the exemption provided by Section 4(2) of the Securities Act
of 1933, as amended, and have not been registered with the Securities and
Exchange Commission or any state securities
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commission or agency. CONSULTANT represents and warrants that it is acquiring
such shares for investment and not, directly or indirectly, with a view to, or
for resale in connection with, and distribution of the shares. The certificates
for all of the shares being issued pursuant to this Consulting Agreement shall
bear a legend on the face thereof indicating that such shares have not been
registered under the Securities Act of 1933 and are restricted as to further
transfer as provided by Section 4(2) and the rules and regulations thereunder.
All of the shares issued hereunder shall be issued as "restricted shares" as set
forth above.
(b) COMPANY is hereby granted the right, by CONSULTANT, to call and redeem
(repurchase) the shares being issued hereunder. On or before the fifteenth
(15th) day of each month, commencing January 1, 1999 (or sooner at the COMPANY'S
option as provided in Section 3 hereof) and continuing for the thirty-six month
term of Part II, time being of the essence of this provision, COMPANY may
deliver written notice to CONSULTANT of its intent to repurchase up to Five
Thousand Two Hundred Eight (5,208) shares of the total 187,500 shares being
issued hereunder to the extent such shares are available (have not been sold by
CONSULTANT) at the time of the Call. The Call (redemption and repurchase) price
shall be the higher of:
(i) Four Dollars ($4.00) per share; and
(ii) Eighty-five percent (85%) of the average closing bid price of the
COMPANY's Common Stock on the NASDAQ Bulletin Board, Small-Cap Market or
National Market, as the case may be, during the twenty (20) trading days
immediately preceding the date of the Call.
To exercise the Call, the COMPANY shall contemporaneously deliver, time being of
the essence of this provision, a copy of its notice, together with a bank
cashier's check, Bank Secretary's or Treasurer's check, or its certified check,
in the full amount of the redemption price, to Xxxxxx Salad, Esq., the Escrow
Agent. The Escrow Agent shall promptly advise CONSULTANT of the receipt of such
funds and CONSULTANT shall deliver to the Escrow Agent certificates for
sufficient shares to meet the Call, together with a blank stock power with
Medallion guarantee. The Escrow Agent shall send such certificate(s) and power
to the COMPANY's transfer agent with instructions to transfer 5,208 shares to
the COMPANY and return the balance, in the name of CONSULTANT, to the Escrow
Agent for return to the CONSULTANT.
16. MUTUAL COVENANT NOT TO XXX/CROSS-INDEMNIFICATION. (a) Except for
specific breaches of this Agreement, or in the event of fraud, gross negligence,
or malfeasance, the parties hereby covenant that neither shall xxx the other for
any loss, claim, damage, or liability arising out of the performance of the
consulting services contemplated herein.
(b) Each party hereby indemnifies the other against, and agrees to hold the
other harmless from, any losses, claims, damages, or liabilities arising out of
the performance of the consulting services, except insofar as such losses,
claims, damages, or liabilities (or actions in respect thereof) arise out of or
are based upon specific breaches of this Agreement or fraud, gross negligence,
or malfeasance.
17. WAIVER OF BREACH. The waiver by either party of a breach of any
provision of this Agreement by the other party shall not operate or be construed
as a waiver of any subsequent breach by such other party.
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18. BENEFIT. The rights and obligations of COMPANY and/or MAJOR under this
Agreement shall inure to the benefit of, and shall be binding upon, their
successors and assigns. The protection of Part IV shall inure to the benefit of
COMPANY, MAJOR and any successors and assigns.
19. LIMITATION OF LIABILITY OF CONSULTANT. The liability of CONSULTANT to
the COMPANY and/or MAJOR in the event of a breach of this Agreement by the
CONSULTANT shall be limited to the shares issued to CONSULTANT pursuant to Part
II for its services hereunder.
20. NOTICES. Any notice required or permitted to be given under this
Agreement shall be sufficient if in writing, and if sent by certified mail to
the principal office of the other party.
21. ENTIRE AGREEMENT. This instrument contains the entire agreement of the
parties and may be modified only by agreement in writing signed by the party
against whom enforcement of any waiver, change, modification, extension or
discharge is sought.
22. APPLICABLE LAW/VENUE AND JURISDICTION. This Agreement shall be
governed for all purposes by the laws of Gibraltar, without giving effect to the
conflict of laws principles thereof. In the event of any litigation with respect
to the interpretation of this Consulting Agreement, or a claimed breach of this
Consulting Agreement, or for any other matter arising out of this Consulting
Agreement, directly or indirectly, venue and jurisdiction shall be exclusively
vested in the courts of Gibraltar having jurisdiction over the subject matter
and each of the parties hereby waives any claim to venue or jurisdiction in any
other place or court and irrevocably submit to the jurisdiction of any court
sitting in Gibraltar.
23. COUNTERPARTS/FACSIMILE. This Agreement may be executed in any number
of identical counterparts, each of which, when so executed and delivered shall
be deemed to be an original and all of which taken together shall constitute but
one and the same instrument. This Agreement may be executed by facsimile and
such facsimile signatures shall be deemed to be originals.
24. ASSIGNMENT/DELEGATION. Except for delegation of duties to officers,
directors, employees, agents and consultants, CONSULTANT shall not delegate it
duties hereunder to any other entity. Subject to any applicable securities laws,
rules and regulations, CONSULTANT may assign or anticipate its receipt of any
shares hereunder, prior to delivery by the Escrow Agent, subject to the
provisions of Paragraph 15 above. COMPANY nay not assign its rights hereunder to
any party other than MAJOR.
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IN WITNESS WHEREOF, the parties hereto, intending to be legally bound,
have hereunto set their hands and seals as of the day and year hereinabove
written.
FIDELITY HOLDINGS, INC.
ATTEST:
By: /s/ Xxxxx Xxxxxxx
----------------------------------
Xxxxx Xxxxxxx, Chairman
/s/ Xxxxxxxxx Xxxxxx
-------------------------
Secretary
MAJOR AUTOMOTIVE GROUP, INC.
ATTEST:
By: /s/ Xxxxx Xxxxxxx
----------------------------------
Xxxxx Xxxxxxx, Chairman
/s/ Xxxxxxxxx Xxxxxx
-------------------------
Secretary
CLEMONT INVESTMENTS LTD.
ATTEST:
By: /s/ Xxxxxx Salad
----------------------------------
-------------------------
Secretary
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