EXHIBIT 10.4
Consultant Agreement
Aero Financial, Inc. is an investment banking consulting firm with expertise in
corporate structuring and restructuring of public companies, mergers, and
acquisitions, and financing. Also, in the business of providing investor
relations services, public relations services, publishing, advertising services,
fulfillment services, as well as Internet relate services.
Agreement made this 30th day of September 2003, between WorldTeq Group
International, Inc. (hereinafter referred to as "Corporation"), and Aero
Financial, Inc. (hereinafter referred to as "Consultant"); collectively referred
to as "Parties"):
Recitals:
The Corporation desires to engage the services of the Consultant to perform the
Corporation's consulting services, in regards to seeking out merger and
acquisition candidates.
The Consultant will consult with the Board of Directors, the Officers of the
Corporation, and certain administrative staff members of the Corporation,
regarding the Corporation's investment banking activities which involve Merger
and acquisition services.
Agreement
The respective duties and obligations of the contracting Parties shall be for a
period of six (6) months commencing on the date first appearing above. Either
party only in accordance with the terms may terminate this Agreement and
conditions set forth below.
Services Provided by Consultant
Consultant will provide consulting services in connection with the Corporation's
"investment banking" dealings with merger and acquisition candidates. During
the term of this Agreement, Consultant will provide those services customarily
provided by an investment-banking firm to a Corporation, including but not
limited to the following:
(a) Aiding the Corporation in identifying possible merger and acquisition
targets.
(b) Advise the Corporation and provide assistance in dealing with the
corporate structure of any such merger or acquisition.
Compensation
In consideration for the services provided by Consultant to the Corporation, the
Corporation will provide the following compensation to Consultant:
1 million common stock purchase warrants exercisable at $0.10.
Corporation will pay all legal costs for registration of warrants, and any
future registration statements.
Compliance
At the time Consultant gives notice to the Company of its execution of the
Warrants referred to above, common shares underlying the warrants, delivered by
Corporation to Consultant will, at that particular tine be free trading, or if
not, the shares shall be incorporated in the next registration statement filed
by the Corporation. The warrants shall have "piggyback" registration rights and
will, at the expense of the Corporation, be included in said registration
statement in a timely manner.
Representation of Corporation
The Corporation, upon entering this Agreement, hereby warrants and guarantees to
the Consultant that to the best knowledge of the Officers and Directors of the
Corporation, all statements, either written or oral, made by the Corporation to
the Consultant are true and accurate, and contain no material misstatements, or
omission fact. Consultant acknowledges that estimates of performance made by
Corporation are based upon the best information available to Corporation
officers at the time of said estimates of performance. The Corporation
acknowledges that the information it delivers to the Consultant will be used by
the Consultant in preparing materials regarding the Company's business,
including but not necessarily limited to, its financial condition, for
dissemination to the possible merger or acquisition candidates. Therefore, in
accordance with Paragraph 6, below, the Corporation shall hold the Consultant
harmless from any and all errors, omissions, misstatements, except those made in
a negligent or intentionally misleading manner in connection with all
information furnished by Corporation to Consultant.
Limited Liability
With regard to the services to be performed by the Consultant pursuant to the
terms of this Agreement, the Consultant shall not be liable to the Corporation,
or to anyone who claims any right due to any relationship with the Corporation,
for any acts or omissions in the performance of services on the part of the
Consultant, except when said acts or omissions of the Consultant are due to its
misconduct or negligence.
Termination
Either party upon the giving of not less than thirty (30), day's written notice
may terminate this Agreement, delivered to the parties at such address or
addresses as set forth in Paragraph below. Any such notice shall be deemed to
be properly given when transmitted by way of registered mail. The thirty (30)
days termination period shall not begin until the other party has received or is
deemed to have received the notice of termination.
Notices
Notices to be sent pursuant to the terms and conditions of this Agreement,
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Chairman and CEO
Aero Financial, Inc. WorldTeq Group International, Inc.
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Attorney's Fees
In the event any litigation or controversy arises out of or in connection with
this Agreement between Parties hereto, the prevailing party in such litigation,
arbitration, or controversy, shall be entitled to recover from the other party
or parties, all reasonable attorney's fees expenses and suit costs, including
those associated within the appellate or post-judgment collections proceedings.
Arbitration
In connection with any controversy or claim arising out of or relating to this
Agreement, the Parties hereto agree that such controversy shall be submitted to
arbitration, in conformity with the Federal Arbitration Act (Section 9 U.S. Code
Section 901 et seq), and shall be conducted in accordance with the Rules of the
American Arbitration Association. Any judgment rendered as a result of the
arbitration be submitted to a Court of Competent jurisdiction with the state of
Maryland.
Governing Law
This agreement shall be construed under and in accordance with the laws of the
State of Maryland. All parties hereby consent to the state of Maryland as the
proper jurisdiction for any such proceeding if applicable.
Parties Bound
This Agreement shall be binding on and inure to the benefit of the contracting
parties and their respective heirs, executers, administrators, legal
representatives, successors, and assigns when permitted by this Agreement.
Legal Construction
In case 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, the
validity, illegality, or unenforceability shall not effect any other provision,
and this Agreement shall be construed as if the invalid, illegal, or
unenforceable provision had never been in it.
Prior Agreements Superseded
This Agreement constitutes the sole and only Agreement of the contracting
parties and supersedes any prior written or oral agreements between the
respective parties. Further, this Agreement may only be modified or changed by
written agreements signed by all the parties hereto.
Multiple Copies or Counterparts of Agreement
One or more of the Parties may execute the original and one or more copies of
this Agreement hereto. In such event, all such executed copies shall have the
same force and effect as the executed original, and all of such counterparts
taken together shall have the effect of a fully executed original. Further,
this Agreement may be signed by the parties and copies hereto delivered to each
party by way of facsimile transmission, and such facsimile copies shall be
deemed original Copies for all purposes if original copies of the parties'
signatures are not delivered.
Liability for Expenses
All fees and costs incurred in relation to the services provided by the
Consultant shall be the responsibility of the Consultant, except those fees and
costs previously approved by an Officer of the Corporation.
Headings
Headings used throughout this Agreement are for reference and convenience and in
no way define by presentation, limit or describe the scope or intent of this
Agreement.
IN WITNESS WHEREOF, the Parties have set their hands and seal as of the date
written above.
BY: /s/ ▇▇▇▇▇ Price______________________
▇▇▇▇▇ ▇. ▇▇▇▇▇, President/CEO
Aero Financial, Inc.
BY: __/s/ ▇▇▇▇ Lieberman_____________________
▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Chairman and CEO
WorldTeq Group International, Inc.