EXHIBIT 10.1
Awareness Services Engagement Letter
This Agreement (the "Agreement") is entered into this 22nd day of August,
2001, by and between Panama Industries,Inc., (the "Company") (PAII), and Domani
Consulting, Inc., (the "Consultant") (DCI) on a non-exclusive basis to serve as
a consultant.
Whereas the Company has expressed a need to obtain the services of an
experienced consultant to provide service to the Company.
Whereas the Consultant has professional knowledge and experience in the
area of expanding the awareness of shareholders of public companies in the
investment community through various electronic media.
Now, therefore, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. Scope. The Consultant shall promptly provide, as requested by the
Company, assistance to the Company, by acting a lead Consultant for a public
awareness program that will provide information on the Company to its
shareholders, and to the financial community, aid in developing media related
investor awareness programs and services all in order to enhance the Company's
public exposure and to further the successful operation of the Company and its
business throughout the term (as hereinafter defined)(such services shall
hereinafter be collectively referred to as the "Awareness Services").
2. Services Provided. The services that are being provide in
conjunction with this agreement are fully disclosed in the outline prepared by
Total Marketing 2000. This outline will give your company a better prospective
of the functionality behind such program.
3. Term. The Term of this agreement shall begin on the date hereof
and will expire (6) six months from the date hereof.
4. Assignment & Termination. This Agreement shall be considered
unique and personal as to the Consultant's services. Therefore, the Consultant
may not assign all or any part of the lead Consultant's obligations undertaken
pursuant to the Agreement without the written consent of the Company having been
first obtained. It is specifically understood and agreed that the Company may
deny such authority to assign and any such denial shall not be deemed as an
abuse of discretion.
5. Compensation. The Company agrees to retain the Consultant on a
non-exclusive basis as its Awareness Consultant. In consideration for its
services, the Company agrees to compensate the Consultant in the following
manner upon signing of this engagement letter:
The Company will deliver to Consultant 350,000 shares of common stock
of Panama Industries,Inc. upon signing of this contract. These shares will be
registered on the companies next registration( SB-2). Domani Consulting will use
these shares to compensate the parties, consultants, etc., that Domani
Consulting, in its sole discretion, shall bring into the awareness program. The
company will register the above said shares to the parties mentioned on the
attached form.
6. Relationship. Nothing herein shall constitute the Consultant as
an employee or agent of the Company expect to such an extent as might hereafter
be agreed upon for a particular purpose. Except as expressly agreed, the
Consultant shall have no authority to obligate or commit the Company in any
manner whatsoever.
7. Independence of Consultant. DCI will work independently of all
other consultants. Nothing herein shall link, tie, or bond DCI with any other
consultant or company providing service or advice to, or under contract with,
PAII. Opinions and statements rendered by DCI shall be deemed to be that solely
of DCI.
8. Advice & Opinions. The Company acknowledges that all opinions and
advice, whether written or oral, rendered in conjunction with this agreement
shall be used solely for the benefit of the Company and/or the Company's
clients, and the Company agrees that no such opinion or advice shall be used for
any other purpose and that the Company will not reproduce, disseminate, quote or
refer to at any time, in any manner or form for whatever purpose, nor may the
Company make public references to DCI and/or use DCI's name in any reports,
releases, correspondence, or communications to third parties without the prior
written consent of DCI unless obligated under law.
9. Indemnity. The parties agree to indemnify and hold each other
harmless from any and all claims, liabilities and expenses incurred by or
threatened against the indemnified party arising from this Agreement and its
performance due to the indemnifying party's intentional misconduct or gross and
wanton negligence, as determined by a court of proper Jurisdiction.
10. Notice. All notice to be given under this Agreement shall be in
writing, and may be given, served or made by depositing the same in the U.S.
mail addressed to the party to be notified at the address herein set forth,
post-paid and registered or certified with return receipt requested, or by
recognized overnight delivery service, or by delivering the same in person to
such party. The addresses of each Party is as follows:
If to Panama Industries,Inc.:
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If to Domani Consulting Inc:
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11. Governing Law. This Agreement shall be governed, interpreted and
construed under the laws of the State of New Jersey.
Facsimile signatures on counterparts of the Agreement are hereby authorized and
shall be acknowledged as if such facsimile signatures were an original
execution, and this Agreement shall be deemed as executed when an executed
facsimile hereof is transmitted by a party to any other party.
IN WITNESS:
Domani Consulting Inc: Panama Industries,Inc.:
____________________________ ___________________________
BY:_________________________ BY:________________________
▇▇▇▇ ▇▇▇▇▇▇▇ Vice President ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Chairman of the Board