EX-10.3
CONSULTING AGREEMENT
This Agreement is made and entered into as of the 15th day of
November, 2001 by and between XxxxXxxxx.xxx, Inc., a Nevada
corporation, (herein called "Corporation"), and L S Enterprises,
Inc. (herein called "Consultant"), upon the terms and conditions
hereinafter stated:
1. Employment
Corporation hereby engages and employs Consultant to render services
to the Corporation (except as otherwise provided in Paragraph 3
hereof) as CFO in which capacity Consultant shall render such
services as are customarily rendered by and are required of a chief
financial officer. Consultant hereby accepts such employment and
agrees to keep and perform, diligently and conscientiously, all the
duties, obligations and agreements assumed and entered into by him
hereunder.
2. Term
The term of employment hereunder shall commence as of the date
hereof, and shall continue until December 31, 2003, unless sooner
terminated in accordance with the provisions hereof. Consultant
hereby grants to Corporation an option to extend the term of the
Agreement for an additional two (2) years ("renewal term"), such
renewal term to run consecutively beginning at the expiration of the
initial term upon such terms and conditions to be agreed to by the
parties. In the event that the parties are unable to reach an
agreement for a renewal term, either party may decline to enter into
an agreement for a renewal term.
Except as otherwise provided in this Agreement and after December 31,
2003, Corporation shall give Consultant ninety (90) days written
notice of its intent to terminate Consultant's employment under the
terms of this Agreement.
3. Services
A. Consultant shall render all services, subject to the
supervision and direction of the Corporation's Chairman of the
Board of Directors, usual and customarily rendered by and
required of persons employed in the capacities designated
above and such other services as may be reasonably requested
by Corporation. Consultant agrees that throughout the term of
this hereof he will render the above provided services for
Corporation and Consultant shall not render such services for
any other person firm or corporation without the Corporation's
prior permission.
B. Consultant agrees to render services as the CFO, and devote
sufficient time, attention, skills and efforts in connection
with the Company's business, and to comply with all
instructions, directions, requests, rules, and regulations
made and issued by Corporation; and to perform services
conscientiously and to the best of his ability at all
reasonable time and whenever and wherever reasonably required.
This agreement, however, shall not be construed to prevent
Consultant from having investments, and devoting time to such
personal matters that may require attention so long as such
activities will not interfere with the performance of services
as required under this Agreement.
4. Compensation
On the condition that Consultant fully performs his obligations
hereunder; Corporation agrees to pay Consultant and Consultant agrees
to accepts the following sums:
A. For the initial term, compensation in the sum of Sixty
Thousand Dollars (U.S.) ($60,000.00) annually.
B. An aggregate of Five Million (5,000,000) shares of the
PURCHASER will be transferred to the Consultant providing the
Corporation in combination with the H J Ventures, Inc. reaches
total sales of $ 1,500,000 for the 24-month period ending
December 31, 2003. If sales do not reach the total as
described above, a pro-rata number of shares will be issued to
the Consultant based on the formula of total net sales
achieved for this period divided by 1,500,000 times 5,00,000.
5. Expenses
Consultant shall be reimbursed by the Corporation for all reasonable
and ordinary expenses incurred in connection with his employment
hereunder upon presentation to the Corporation of proper
documentation of such expenses.
6. Illness or Incapacity; Failure to Perform; Force Majeuere,
Withdrawal by Consultant
A. Consultant shall receive full compensation for any period of
illness or incapacity during the term of this Agreement.
However after December 31, 2003, Corporation shall have the
right to terminate this Agreement if Consultant develops and
illness or incapacity which shall totally disable him from
rendering services to the Corporation for a period of three
(3) months or more in aggregate, or thirty (30) consecutive
days or more, in any one contract year. Such right to
terminate shall be exercisable by Corporation by giving at
least ninety (90) days written notice of its intention to
terminate this Agreement and Consultant's services hereunder.
For purposes of this Paragraph, Consultant shall be considered
to be totally disabled if by reason of illness or incapacity,
physical or mental, Consultant is unable to materially perform
the services required of him hereunder or materially comply
with his obligations and agreements hereunder. In such
instance, Corporation shall have the right and privilege to
have medical examinations of Consultant made by such physician
or physicians as Corporation may reasonably designate,
provided that Consultant may have present and participating at
such medical examinations any physician or physicians of his
own choice at his own expense. The death of Consultant before
the expiration of the term hereof shall not be deemed a
disability, such contingency being covered elsewhere in this Agreement.
B. Corporation shall have the right to terminate Consultant's
employment hereunder upon ninety (90) days written notice to
Consultant in the event that Consultant fails, refuses or
neglects to promptly and faithfully perform any of the
required services and/or other obligations hereunder as, when
and wherever reasonable instructed to directed by Corporation.
Corporation shall have the right to terminate immediately,
without prior notice, Consultant's employment hereunder for
"cause." For purposes of this Paragraph, "cause" shall mean
(I) Consultant's willful misconduct or gross negligence in
connection with the performance of his duties under this
Agreement if such conduct results in substantial damage to the
Corporation, (ii) an act of fraud or misappropriation by
Consultant which results or is intended to result in
Consultant's personal enrichment at the expense of the
Corporation, (iii) Consultant's conviction for any felony, or
(iv) Consultant's participation in any activity, alone or in
conjunction with another, that is or may be competitive with
the Corporation's business.
C. In the event of the termination of this Agreement pursuant to
any of the provisions hereof, Corporation and Consultants
shall have no further obligations to the other whatsoever, and
all obligations hereunder shall be deemed excused; excepting, however,
(i) If this Agreement is or becomes terminated in accordance
with the provisions of Paragraphs 6(a), 6(b), 6(c), or 8
hereof, Corporation agrees to pay to Consultants, or
Consultant's estate, as the case may be, any and all
unpaid salary and bonus accrued up to the date of the
actual termination of this Agreement; and, in addition thereto;
7. Vacations
Corporation agrees to give Consultant, during the term hereof,
fifteen (15) business days of vacation, the time of taking of which
shall be determined by Consultant and Corporation in consultation
with each other. In the event that Consultant fails to use all of
his vacation days in any given year, Consultant may carry over and
accumulate such vacation days for use in subsequent years.
8. Death During Employment
In the event of the Consultant's death prior to the expiration of the
term hereof, this Agreement shall be deemed terminated and
Corporation shall have only those obligations to Consultants estates
are set forth in Paragraph 6 hereinabove.
9. Miscellaneous
A. Nothing contained in this Agreement shall be construed to
require the commission of any act contrary to law.
B. This Agreement was made in the State Of Minnesota, and its
validity, construction and effect shall be governed by and
enforced pursuant to the substantive laws of the State of
Minnesota applicable to contracts made and to be performed therein.
C. This Agreement constitutes the entire agreement between the
parties hereto and shall supersede any and all prior written
or oral agreements between Corporation and Consultant relating
to the subject matter hereof and cannot be amended or modified
excepts by written instrument signed by the parties hereto.
Consultant acknowledges that he has not executed this
Agreement in reliance upon any representation or promise made
by Corporation or any representative of Corporation, excepts
as expressly provided for in this Agreement. This contract
shall not become
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date and year first above written.
XxxxXxxxx.xxx, Inc., a Corporation
By: /s/ Xxxx X. Xxxxxxxx
Xxxx X. Xxxxxxxx
L S Enterprises, Inc. , a Corporation
By: /s/ Xxxxxx Xxxxxx
Xxxxxx Xxxxxx, President
