EXHIBIT 10.1
CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") is entered into as of this 8th day
of March, 2005, by and among Blue Marble Investments Ltd., ("Consultant")
located at ▇.▇. ▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ and Caicos Islands
and ▇▇ ▇▇▇▇▇▇ Group Inc. ("▇▇▇▇▇▇"), a corporation organized and existing under
the laws of Delaware with corporate offices at ▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇▇.
W I T N E S S E T H
WHEREAS, ▇▇▇▇▇▇ desires to engage Consultant to perform certain services
including public relations services on its behalf and to advise ▇▇▇▇▇▇ on
certain business opportunities; and
Whereas, Consultant has represented that it has the experience and expertise to
perform those certain services which will help ▇▇▇▇▇▇ in its endeavors to become
better known in the business and financial community and seek further business
opportunities;
NOW, THEREFORE, in consideration of the premises and mutual covenants set forth
herein, the parties hereto agree as follows;
1. Services to be Preformed. Consultant agrees to provide the following
services on behalf of ▇▇▇▇▇▇.
(a) Consultant shall provide input on ▇▇▇▇▇▇'▇ marketing and sales plans
and materials;
(b) Consultant shall provide advice and assistance to ▇▇▇▇▇▇ with regard
to public relations, mergers, acquisitions, obtaining corporate
financing and other business opportunities;
(c) Consultant shall provide public relations services to ▇▇▇▇▇▇ and
shall advise ▇▇▇▇▇▇ regarding press releases and communications with
the investment community, including mutual funds, money managers,
investors and brokerage firms;
2. Representations of ▇▇▇▇▇▇. ▇▇▇▇▇▇ represents and warrants that:
(a) ▇▇▇▇▇▇ has the full power and authority to execute and deliver this
Agreement, and to perform all of its obligations herein, and this
Agreement has been duly authorized and approved by ▇▇▇▇▇▇ and is
binding upon it in accordance with its terms.
(b) The warrants and underlying common stock of ▇▇▇▇▇▇ to be issued to
Consultant as compensation have been dully issued and, in the case
of the common stock, reserved for issuance upon exercise of the
stock options.
3. Representation of Consultant. Consultant represents and warrants that:
(a) Consultant has full power and authority to execute and deliver this
Agreement, and to perform all of its obligations herein and this
Agreement has been duly authorized and approved by ▇▇▇▇▇▇ and is
binding upon it in accordance with its terms.
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(b) Consultant shall limit its representation about ▇▇▇▇▇▇ to facts
disclosed by ▇▇▇▇▇▇ to Consultant, which are not required to be kept
confidential.
4. Terms of this Agreement. This agreement shall be binding and in effect
from the date this Agreement is signed through March 7, 2007.
5. Compensation.
As total compensation for Consultant's services:
(a) ▇▇▇▇▇▇ shall issue to Consultant warrants for an aggregate of
3,000,000 shares of ▇▇▇▇▇▇ common stock at a price of $.01 per share
with a cash-less exercise clause. The warrants shall vest on March
8, 2006 and be exercisable through March 7, 2016.
6. Notice. All notices, requests, demands and other communications hereunder
shall be in writing and personally delivered, or sent by registered or
certified mail or reciepted overnight courier service (such as Federal
Express) to the following addressees:
If to ▇▇▇▇▇▇: ▇.▇. ▇▇▇▇▇▇ Group, Inc.
▇▇ ▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇▇▇▇▇, President
If to Consultant: Blue Marble Investment Ltd.
P.O. Box 267
Leeward Highway, Providenciales
Turks and Caicos Islands
Provided, however, that either party hereto may, from time to time give to
the other party written notice, in the manner provided for herein, of some
other address to which communications to such party shall be sent, in
which event notice to such party shall be sent. Notice shall be deemed
effectively given hereunder when personally delivered or deposited in the
United States mail, postage prepaid, registered or certified, return
receipt requested, or transmitted by overnight receipted courier service
as the case may be.
7. Binding Effect, Assignment. This Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective personal
representatives, heirs, spouses, beneficiaries, successors and permitted
assigns. Neither party to this Agreement may assign such party's rights or
obligations hereunder without the prior written consent of the other
party.
8. Complete Assignment. This Agreement constitutes the complete understanding
between the parties with respect to the subject manner hereof. This
agreement constitutes the entire agreement between the parties hereto with
respect to the matters covered herein and supersedes all prior or
contemporaneous agreements, negotiations, representations or discussions
with respect to such subject matter. This Agreement may not be amended or
modified except by a written instrument executed by the parties hereto.
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9. Governing Law. This Agreement and performance hereunder shall be governed
by and construed in accordance with the laws of the state of New York. In
the event of any legal or equitable action arising under this Agreement,
the parties hereto hereby agrees that the courts of the State of New York
shall have sole and exclusive jurisdiction and venue over any such action
and each party hereby consents to such jurisdiction.
10. Further Action. Each Party to this Agreement shall take such further
action to execute, file, publish and deliver such additional certificates,
instruments, agreements and other documents as the other party may from
time to time, reasonably request in order to effectuate the transfer
contemplated herein, or otherwise to accomplish the purposes of this
Agreement.
11. Waiver. No waiver of any breach of any term or condition of this Agreement
shall be deemed to be a waiver of any subsequent breach of any term or
condition of a like or different nature.
12. Severability. If any provision of this Agreement shall be held invalid or
unenforceable, such validity or unenforceability shall not, if possible,
affect the validity or enforceability of any other provision of this
Agreement, and this Agreement shall, if possible, be construed and
enforced in all respects are if such invalid or unenforceable provision
had not been contained herein.
13. Draftsmanship. The fact that one of the parties may have drafted or
structured any provision hereof shall not be considered in construing the
particular provision either in favor of, or against, such party.
14. Counterparts. This Agreement may be executed simultaneously in several
counterparts, each of which shall be deemed an original, but all of which
shall only constitute one instrument. Facsimile signatures are acceptable.
IN WITNESS WHEREOF, each of the parties having agreed to the above
mentioned terms and conditions have hereunder set their hands and seal as
of this 8th day of March, 2005.
BLUE MARBLE INVESTMENTS LTD.
By: /S/ ▇▇▇▇ ▇'▇▇▇▇
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Name: ▇▇▇▇ ▇'▇▇▇▇
▇▇ ▇▇▇▇▇▇ GROUP INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇, President
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