Exhibit 10(i)
CONSULTING AGREEMENT
This Consulting Agreement ("Agreement") is made effective this 26th day
of Aug., 1998, by and between AmeriResource Technologies, Inc., a Delaware
corporation with principal offices at 0000 Xxxx Xxxxxx, Xxxxxx, Xxxxxx 00000
(the "Corporation"), and Craft Xxxxxxx & Xxxxx, a Missouri corporation, with
principal address at 1100 One Main Plaza, 0000 Xxxx Xxxxxx, Xxxxxx Xxxx,
Xxxxxxxx 00000 ("Consultant").
PREMISES
WHEREAS, the Corporation and Consultant have a working relationship
pursuant to which Consultant has and will continue to serve as an attorney to
the Corporation in respect to advising the Corporation's and it's related
entities regarding various legal matters;
WHEREAS, the Corporation desires to compensate Consultant for past
services performed, and future services, to be performed from July, 1998,
through June, 1999; and
WHEREAS, Corporation and Consultant desire to enter into this Agreement
for the continued services of Consultant.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises, covenants, and
agreements contained herein, and for other good and valuable consideration, the
receipt and adequacy of which is expressly acknowledged, the corporation and
Consultant agree as follows:
(a) Services. Consultant has and will perform services relating to
the Corporation's legal needs as requested by the Corporation.
(b) Compensation.
(c) Compensation for Services.
The Corporation will issue to Consultant, forty Million (40,000,000) shares of
the Corporation's common stock, under its Form S-8 registration statement under
the Securities Act of 1933, as amended ("Form S-8"), for the Consultant's past
legal services concerning the Corporation's legal needs through May 31, 1998.
Corporation agrees to issue additional stock upon receipt of Consultants monthly
billing statements at One Cent ($.01) per share. All bills or invoices for past
legal services are in possession of AmeriResource Technologies, Inc.
(d) Issuance of Common Stock.
(i) The Corporation will issue Forty Million (40,000,000)
shares of the Corporation's common stock to
Consultant upon receipt of Consultants executed copy
of this Agreement. The Corporation will receive
detailed invoices of all future services performed by
Consultant on a monthly basis. Upon the receipt of
the invoices the Corporation will issue additional
shares of S-8 stock at a value of One Cent ($.01)
unless otherwise agreed to in the future by the
parties.
(ii) All shares to be issued pursuant to the exercise of
the options granted under this Agreement shall be
issued to compliance with a Form S-8.
(e) Compensation is not a Capital Raising Transaction. Both parties
acknowledge that the shares being issued to Consultant constitute
consideration for bona fide services which Consultant has previously
performed or will perform on behalf to the Corporation. The parties
hereby acknowledge that none of the services provided by Consultant
were in connection with the offer or sale of securities in a capital
raising transaction.
(f) All Prior Agreements Terminated.. This Agreement constitutes the entire
agreement and understanding between the parties and supersedes and
replaces all proposals, prior negotiations and agreements, whether oral
or written, between the parties in connection with the subject matter
contemplated by this Agreement. None by this Agreement. None of the
parties shall be bound by any conditions, definitions, warranties or
representations with respect to the subject matter of this Agreement
other than as expressly provided in this Agreement, unless the parties
subsequently agree to modify or amend this Agreement in writing, duly
signed by authorized representatives of the parties.
(g) Termination of the Agreement. This Agreement can be terminated by
either the Corporation or the Consultant at any time by either party
supplying to the other, written notice thirty (30) days in advance.
(h) Miscellaneous.
(i) Authority. The execution and performance of this
Agreement have been duly authorized by all requisite
corporate action. This Agreement constitutes a valid
and binding obligation of the parties.
(ii) Amendment. This Agreement may be amended or modified
only by an instrument in writing executed by the
parties.
(iii) Assignment:
(a) The rights and obligations under this
Agreement shall inure to the benefit of and
shall be binding upon the successors and
assigns of each of the parties. Neither party
shall have the right to transfer or assign
this Agreement without the prior written
consent of the other party.
(b) Nothing in this Agreement, expressed or
implied, is intended to confer upon any
person, other than the parties and their
successors, any rights or remedies under this
Agreement.
(iv) Notices. Any notice or other communication required
or permitted by this Agreement must be in writing and
may be given by personal delivery or by mail,
registered or certified, return receipt requested, or
by overnight delivery service, or via fax
transmission. Mailed notices shall be addressed to
the parties at the addresses appearing herein, but
each party may change its address by written notice
in accordance with this paragraph. Notices delivered
personally shall be deemed to be properly served as
of the time of actual delivery; mailed or otherwise
transmitted notices shall be deemed properly served
upon receipt.
(a) In the case of the Corporation to:
AmeriResource Technologies, Inc.
c/o Xxxxxx Xxxxxxx
X.X. Xxx 00000
Xxxxxxx Xxxxxxx, Xxxxxx 00000-0000
Phone: (000) 000-0000
Facsimile: (000) 000-0000
(b) In the Case of Consultant to:
Craft Xxxxxxx & Xxxxx
ATTN: Xxxxxxx X. Xxxxx
1100 One Main Plaza
0000 Xxxx Xxxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
Phone: (000) 000-0000
Facsimile: (000) 000-0000
or to such other person or address designated in
writing to receive notice.
i. Headings and Captions. The headings of paragraphs are included
solely for convenience. If a conflict exists between any
heading and the text of this Agreement, the text shall
control.
j. Entire Agreement. This document contains the entire Agreement
between the parties with respect to the subject matter
contemplated by the Agreement. It may be executed in any
number of counterparts but the aggregate of the counterparts
together constitute only one and the same instrument.
k. Effect of Partial Invalidity. In the event that any one or
more of the provisions contained in this Agreement shall for
any reason be held to be invalid, illegal, or unenforceable in
any respect, such invalidity, illegality or unenforceability
shall not affect any other provisions of this Agreement, but
this Agreement shall be construed as if it never contained any
such invalid, illegal or unenforceable provisions.
l. Controlling Law and Venue. The validity, interpretation, and
performance of this Agreement shall be governed by the laws of
the State of Missouri, without regard to its law on the
conflict of laws. Any dispute arising out of this Agreement
shall be brought in a court of competent jurisdiction in
Xxxxxxx County, State of Missouri. The parties exclude any and
all statutes, laws and treaties which would allow or require
any dispute to be decided in another forum or by other rules
of decision than provided in this Agreement.
m. Arbitration. Any dispute arising under this Agreement shall be
resolved through a mediation-arbitration approach. The parties
agree to mutually select a neutral third party to help them
mediate any dispute. If the mediation is unsuccessful, the
parties agree that the dispute shall be decided by binding
arbitration in accordance with the rules of the American
arbitration Association then controlling. The site of any such
mediation or arbitration shall be in Xxxxxxx County, State of
Missouri.
n. Mutual Cooperation. The parties hereto shall cooperate with
each other to achieve the purpose of this Agreement, and shall
execute such other and further documents and take such other
and further actions as may be necessary or convenient to
effect the transactions described herein.
o. No Third Party Beneficiary. Nothing in this Agreement,
expressed or implied, is intended to confer upon any person,
other than the parties hereto and their appropriate
successors, and rights or remedies under or by reason of this
Agreement, unless this Agreement specifically states such
intent.
p. Facsimile Counterparts. If a party signs this Agreement and
transmits a facsimile transmission of the signature page to
the other party, the party who receives the transmission may
rely upon the facsimile transmission as a signed original of
this Agreement.
IN WITNESS WHEREFORE, this Agreement was duly executed this 26 day of
Aug., 1998.
AmeriResouce Technologies, Inc. Craft Xxxxxxx & Xxxxx
/s/ Xxxxxx Xxxxxxx /s/ Xxxxxxx Xxxxx
------------------------ ------------------
By: Xxxxxx Xxxxxxx By: Xxxxxxx X.
Xxxxx
Its President Its Managing Partner