Consulting Agreement dated July 9, 1996 between Phase-Out of America, Inc.
(the "Company") having an office at 000 Xxxxxxxx, Xxxxxxxx, Xxx Xxxx 00000 and
American Employer Services Corporation ("AESC"), having an address at 0000
Xxxxxxx Xxxxxxxx Xxxxx 000X, Xxxxxxx, XX 00000.
WHEREAS, the Company has effected a private placement of $500,000 of
securities (the "Placement") for the Company pursuant to that certain Securities
Purchase Agreement dated of even date hereof between the Company and certain
persons denominated "Buyers" therein;
WHEREAS, the Company wishes to retain AESC on the terms and conditions
hereinafter stated;
NOW, THEREFORE, the parties agree as follows:
1. The Company hereby engages AESC to render consulting services to it
commencing on the first day of the first month commencing after the closing date
of the Placement. The consulting services for the Company shall include advice
and assistance with respect to the Company's capital structure, cash management
and financing alternatives and business development, including marketing.
2. The Company shall pay AESC (a) at the rate of $30,000 per annum
during 1996 and (b) at the rate of $60,000 per annum during 1997 and thereafter,
provided that such fees shall be accrued and not paid until the Company is
profitable. Subject to the foregoing, such fees shall be paid monthly on the
last business day of each month.
3. AESC shall also be entitled to reimbursement of expenses incurred
in connection with the performance of services hereunder in accordance with
policies established by the Company.
4. Consultant shall render services hereunder on a non exclusive
basis.
5. This Agreement shall have a term of five years.
6. This Agreement (i) constitutes the entire agreement between the
parties with respect to its subject matter, (ii) shall be governed by the laws
of the State of New York applicable to agreements made and to be wholly
performed in the State of New York, and (iii) may be changed only by a document
signed by both parties.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as
of the date first above stated.
PHASE-OUT of America, Inc.
By: /s/ ILLEGIBLE
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American Employer Services
Corporation
/s/ Xxxxxx X. Xxxxxxxxx
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By: Xxxxxx X. Xxxxxxxxx
