Exhibit 10 (b)
AGREEMENT FOR SERVICES
This Services Agreement (the "Agreement") is entered this 3rd day
of January, 2002 by and between Denford Investments, LLC
("Consultant"), a Nevada Limited Liability Company, and Prestige
Jewelry, Inc. (OTC BB:PJWL) ("Client"), a Nevada Corporation,
with reference to the following:
RECITALS
A. The Client desires to be assured of the association and services
of the Consultant in order to avail itself of the Consultant's
experience, skills, abilities, knowledge, and background to facilitate
long range strategic planning, and to advise the Client in business
and/or financial matters and is therefore willing to engage the
Consultant upon the terms and conditions set forth herein.
B. The Consultant agrees to be engaged and retained by the Client and
upon the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing, of the mutual
promises hereinafter set forth and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. ENGAGEMENT. Client hereby engages Consultant on a non-
exclusive basis, and Consultant hereby accepts the engagement to
become a general business consultant to the Client and to render
such advice, consultation, information, and services to the
Directors and/or Officers of the Client regarding general
financial and business matters including, but not limited to:
A. Reorganizations, mergers, divestitures, and due diligence
studies;
B. Capital sources and the formation of financial transactions;
C. Guidance and assistance in available alternatives to
maximize shareholder value;
D. Press Release preparation and distribution; and
E. Strategic business planning and general business strategy.
It shall be expressly understood that Consultant shall have no power
to bind Client to any contract or obligation or to transact any
business in Client's name or on behalf of Client in any manner and
Client is not obligated to accept any recommendations or close any
transactions submitted by the Consultant.
2. TERM. The term ("Term") of this Agreement shall commence on
the date hereof and continue for six (6) months. The Agreement
may be extended upon agreement by both parties, unless or until
the Agreement is terminated. Either party may cancel this
Agreement upon five days written notice in the event either party
violates any material provision of this Agreement and fails to
cure such violation within five (5) days of written notification
of such violation from the other party. Such cancellation shall
not excuse the breach or non-performance by the other party or
relieve the breaching party of its obligation incurred prior to
the date of cancellation (see item 10 "Notices").
3. DUE DILIGENCE. The Client shall supply and deliver to the
Consultant all information relating to the Client Company's
business as may be reasonably requested by the Consultant to
enable the Consultant to make an assessment of the Company and
its business prospects and provide the Consulting Services.
4. COMPENSATION AND FEES. As consideration for Consultant
entering into this Agreement, Client and Consultant shall agree
that the Client shall issue certificates representing an
aggregate of 1,350,000 shares of common stock (the "Shares"). The
shares issued to the Consultant on the date hereof shall have the
status of "restricted" securities as the term is defined by Rule
144 under the Securities Act of 1933, as amended. These shares
are non-cancelable and shall have piggyback registration rights
upon the first SEC registration filed by the Client.
The Shares, when issued to Consultant, will be duly authorized,
validly issued and outstanding, fully paid and nonassessable and will
not be subject to any liens or encumbrances.
Securities shall be issued to Consultant in accordance with a mutually
acceptable plan of issuance as to relieve securities or Consultant
from restrictions upon transferability of shares in compliance with
applicable registration provisions or exemptions.
5. REPRESENTATIONS, WARRANTS AND COVENANTS. The Client
represents, warrants and covenants to the Consultant as follows:
F. The Client has the full authority, right, power and legal
capacity to enter into this Agreement and to consummate the
transactions which are provided for herein. The execution of this
Agreement by the Client and its delivery to the Consultant, and
the consummation by it of the transactions which are contemplated
herein have been duly approved and authorized by all necessary
action by the Client's Board of Directors and no further
authorization shall be necessary on the part of the Client for
the performance and consummation by the Client of the
transactions which are contemplated by this Agreement.
G. The business and operations of the Client have been and are
being conducted in all material respects in accordance with all
applicable laws, rules and regulations of all authorities which
affect the Client or its properties, assets, businesses or
prospects. The performance of this Agreement shall not result in
any breach of, or constitute a default under, or result in the
imposition of any lien or encumbrance upon any property of the
Client or cause acceleration under any arrangement, agreement or
other instrument to which the Client is a party or by which any
of its assets are bound. The Client has performed in all respects
all of its obligations which are, as of the date of this
Agreement, required to be performed by it pursuant to the terms
of any such agreement, contract, or commitment.
6. EXCLUSIVITY; PERFORMANCE; CONFIDENTIALITY. The services of
Consultant hereunder shall not be exclusive, and Consultant and
its agents may perform similar or different services for other
persons or entities whether or not they are competitors of
Client. The Consultant agrees that it will, at all times,
faithfully and in a professional manner perform all of the duties
that may be reasonably required of the Consultant pursuant to the
terms of this Agreement. Consultant shall be required to expend
only such time as is necessary to service Client in a
commercially reasonable manner. The Consultant does not guarantee
that its efforts will have any impact upon the Company's business
or that there will be any specific result or improvement from the
Consultant's efforts. Consultant acknowledges and agrees that
confidential and valuable information proprietary to Client and
obtained during its engagement by the Client, shall not be,
directly or indirectly, disclosed without the prior express
written consent of the Client, unless and until such information
is otherwise known to the public generally or is not otherwise
secret and confidential.
7. INDEPENDENT CONTRACTOR. In its performance hereunder,
Consultant and its agents shall be an independent contractor.
Consultant shall complete the services required hereunder
according to his own means and methods of work, shall be in the
exclusive charge and control of Consultant and which shall not be
subject to the control or supervision of Client, except as to the
results of the work. Client acknowledges that nothing in this
Agreement shall be construed to require Consultant to provide
services to Client at any specific time, or in any specific place
or manner. Payments to consultant hereunder shall not be subject
to withholding taxes or other employment taxes as required with
respect to compensation paid to an employee.
8. ARBITRATION AND FEES. Any controversy or claim arising out
of or relating to this Agreement, or breach thereof, may be
resolved by mutual agreement; or if not, shall be settled in
accordance with the Arbitration rules of the American Arbitration
Association in Irvine, California. Any decision issued therefrom
shall be binding upon the parties and shall be enforceable as a
judgment in any court of competent jurisdiction. The prevailing
party in such arbitration or other proceeding shall be entitled,
in addition to such other relief as many be granted, to a
reasonable sum as and for attorney's fees in such arbitration or
other proceeding which may be determined by the arbitrator or
other officer in such proceeding. If collection is required for
any payment not made when due, the creditor shall collect
statutory interest and the cost of collection, including
attorney's fees whether or not court action is required for
enforcement.
9. NOTICES. Any notice or other communication required or
permitted hereunder must be in writing and sent by either (i)
certified mail, postage prepaid, return receipt requested and
First Class mail, (ii) overnight delivery with confirmation of
delivery, or (iii) facsimile transmission with an original mailed
by first class mail, postage prepaid, addressed as follows:
If to the Client: Prestige Jewelry, Inc.
Attn: Xxxxxx Xxxxxxx
00000 Xxxxx Xxxx., #000
Xx. Xxxxx, Xxxxxxxx 00000
If to the Consultant: Denford Investments, LLC
Attn: Xxx Xxxxxxxx
or in each case to such other address as shall have last been
furnished by like notice. If mailing is impossible due to an absence
of postal service, and other methods of sending notice are not
otherwise available, notice shall be hand-delivered to the aforesaid
addresses. Each notice or communication shall be deemed to have been
given as of the date so mailed or delivered, as the case may be;
provided, however, that any notice sent by facsimile shall be deemed
to have been given as of the date sent by facsimile if a copy of such
notice is also mailed by first class mail on the date sent by
facsimile; if the date of mailing is not the same as the date of
sending by facsimile, then the date of mailing by first class mail
shall be deemed to be the date upon which notice given.
10. MISCELLANEOUS. No waiver of any of the provisions of this
Agreement shall be deemed or shall constitute a waiver of any
other provision and no waiver shall constitute a continuing
waiver. No waiver shall be binding unless executed in writing by
the party making the waiver. No supplement, modification, or
amendment of this Agreement shall be binding unless executed in
writing by all parties. This Agreement constitutes the entire
agreement between the parties and supersedes any prior agreements
or negotiations. There are no third party beneficiaries of this
Agreement.
11. COUNTERPARTS. This Agreement may be executed simultaneously
in one or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the
same instrument.
IN WITNESS WHEREOF, the parties hereto have entered into this
Agreement on the date first written above.
CONSULTANT: COMPANY:
Denford Investments, LLC Prestige Jewelry, Inc.
By: By:
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Xxx Xxxxxxxx / President Xxxxxx Xxxxxxx / President & CEO
