CONSULTING AGREEMENT
EXHIBIT 10.4
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This Consulting Agreement is made as of the 27th day of November, 2006, by and between
Xxxxxx Xxxxxx (“Consultant”), and I Crystal, Inc., a Delaware corporation (the “Company”).
WHEREAS, the Company desires to be assured of the association and services of Consultant, in
order to avail itself of Consultant’s experience, skills, abilities, knowledge and background to
develop a financial public relations strategy; and
WHEREAS, Consultant agrees to be engaged and retained by the Company upon the terms and
conditions set forth herein.
NOW THEREFORE, in consideration of the mutual covenants herein contained, it is agreed:
1. The Company hereby engages Consultant, on a non-exclusive basis, to render consulting
services with respect to the development and implementation of a financial public relations
strategy on behalf of the Company. Consultant hereby accepts such engagement and agrees to
render such consulting services throughout the term of this Agreement. Consultant agrees that it
shall be responsible for all expenses incurred in his performance hereunder.
It is further agreed that Consultant shall have no authority to bind the Company to any contract or
obligation or to transact any business in the Company’s name or on behalf of the Company, in
any manner. The parties intend that Consultant shall perform his services required hereunder as
an independent contractor.
2. The term of this Agreement shall commence upon the mutual execution of this Agreement and
shall continue until November 26, 2007. This Agreement may be terminated by either party,
without cause, after 30 days from the date of mutual execution hereof, on 30 days’ written notice.
3. In consideration of the services to be performed by Consultant, the Company agrees to pay to
Consultant the following compensation:
the Company shall issue 50,000 shares of the Company’s $.001 par value common stock upon
the mutual execution of the Agreement.
4. The Company represents and warrants to Consultant that:
A. The Company will cooperate fully and timely with Consultant to enable Consultant to perform
his obligations hereunder.
B. The execution and performance of this Agreement by the Company has been duly authorized
by the Board of Directors of the Company.
C. The performance by the Company of this Agreement will not violate any applicable court
decree, law or regulation, nor will it violate any provisions of the organizational documents of
the Company or any contractual obligation by which the Company may be bound.
5. Consultant represents and warrants to the Company that:
A. Seller is under no disability with respect to entering into, and performing under, this
Agreement.
B. The performance by Consultant under this Agreement will not violate any applicable court
decree, law or regulation, nor will it violate any provisions of any contractual obligation by
which Consultant may be bound.
C. Consultant represents and warrants that it has investigated the Company, its financial
condition, business and prospects, and has had the opportunity to ask questions of, and to receive
answers from, the Company with respect thereto. Consultant acknowledges that it is aware that
the Company currently lacks adequate capital to pursue its full plan of business.
D. Consultant represents and warrants to the Company that the shares of common stock being
acquired pursuant to this Agreement are being acquired for his own account and for investment
and not with a view to the public resale or distribution of such shares and further acknowledges
that the shares being issued have not been registered under the Securities Act or any state
securities law and are “restricted securities”, as that term is defined in Rule 144 promulgated by
the SEC, and must be held indefinitely, unless they are subsequently registered or an exemption
from such registration is available.
E. Consultant consents to the placement of a legend restricting future transfer on the share
certificates representing the shares of common stock to be issued hereunder, which legend shall
be in the following, or similar, form:
“THE STOCK REPRESENTED BY THIS CERTIFICATE HAS BEEN ISSUED IN
RELIANCE UPON THE EXEMPTION FROM REGISTRATION AFFORDED BY
REGULATION S PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED. THE STOCK MAY NOT BE TRANSFERRED WITHOUT REGISTRATION
EXCEPT IN TRANSACTIONS EXEMPT FROM SUCH REGISTRATION.”
6. Until such time as the same may become publicly known, the parties agree that any
information provided to either of them by the other of a confidential nature will not be revealed
or disclosed to any person or entity, except in the performance of this Agreement, and upon
completion of Consultant's services and upon the written request of the Company, any original
documentation provided by the Company will be returned to it. Consultant, including each of his
affiliates, will not directly or indirectly buy or sell the securities of the Company at any time
when he or they are privy to non-public information.
Consultant agrees that he will not disseminate any printed matter relating to the Company
without prior written approval of the Company.
Consultant agrees that he will comply with all applicable securities laws, in performing on behalf
of the Company hereunder.
7. All notices hereunder shall be in writing and addressed to the party at the address herein set
forth, or at such other address as to which notice pursuant to this section may be given, and shall
be given by personal delivery, by certified mail (return receipt requested), Express Mail or by
national or international overnight courier. Notices will be deemed given upon the earlier of
actual receipt of three (3) business days after being mailed or delivered to such courier service.
Notices shall be addressed to Consultant at:
Xxxxxx Xxxxxx
0000 Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
and to the Company at:
I Crystal, Inc.
Attention: Xxxxx Xxxxxxx
______________________
______________________
8. Miscellaneous.
A. In the event of a dispute between the parties arising out of this Agreement, both Consultant
and the Company agree to submit such dispute to arbitration before the American Arbitration
Association (the “Association”) at its Dallas, Texas, offices, in accordance with the then-current
rules of the Association; the award given by the arbitrators shall be binding and a judgment can
be obtained on any such award in any court of competent jurisdiction. It is expressly agreed that
the arbitrators, as part of their award, can award attorneys fees to the prevailing party.
B. This Agreement is not assignable in whole or in any part, and shall be binding upon the
parties, their heirs, representatives, successors or assigns.
C. This Agreement may be executed in multiple counterparts which shall be deemed an original.
It shall not be necessary that each party execute each counterpart, or that any one counterpart be
executed by more than one party, if each party executes at least one counterpart.
D. This Agreement shall be governed by, and construed in accordance with, the laws of the State
of Delaware.
I CRYSTAL, INC.
By: /s/ XXXXX XXXXXXX
Xxxxx Xxxxxxx
President
/s/ XXXXXX XXXXXX
Xxxxxx Xxxxxx
