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EXHIBIT 10.37
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (the "Agreement") is made and entered into this 12th
day of July, 2001, by and between Mentor One Solutions, Inc., whose address is
at ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ (the "Consultant"), and TELESERVICES
INTERNET GROUP INC., whose address is at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇,
▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "Client").
WHEREAS, the Consultant is willing and capable of providing various
consulting services, hereinafter defined, for and on behalf of the Client and
its subsidiaries; and
WHEREAS, the Client desires to retain the Consultant as an independent
consultant and the Consultant desires to be retained in that capacity upon the
terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual promises and agreements
hereinafter set forth, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Consulting Services. The Client hereby retains the Consultant as an
independent contractor to the Client and the Consultant hereby accepts and
agrees to such retention. The Consultant shall render to the Client such
services as set forth on Exhibit A, attached hereto and by reference
incorporated herein.
2. Time, Place and Manner of Performance. The Consultant shall be
available for advice and counsel to Client and representatives and agents of the
Client at such reasonable and convenient times and places as may be mutually
agreed upon. Except as aforesaid, the time, place and manner of performance of
the services hereunder, including the amount of time to be allocated by the
Consultant to any specific service, shall be determined in the sole discretion
of the Consultant.
3. Term of Agreement. The Term of this Agreement shall commence on the
date hereof and shall terminate upon completion of the services described in
Exhibit A.
4. Compensation. In full consideration of the services to be provided
for the Client by the Consultant, as fully set forth in Exhibit A, upon
execution of this Agreement, the Client agrees to compensate Consultant in the
manner set forth on Exhibit B.
5. Expenses. The Consultant shall be solely responsible for all
expenses and disbursements anticipated to be made in connection with his
performance under this Agreement, except for those to be paid by the Client as
set forth on Exhibit B.
6. Termination.
(a) This Agreement may be terminated at any time by mutual written
agreement of the parties hereto.
(b) The Client shall have the right and discretion to terminate this
Agreement should the Consultant violate any law, ordinance, permit or
regulation of any governmental entity which has a material adverse
effect on the Consultant's ability to perform under this Agreement.
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(c) The Client shall have the right and discretion to terminate this
Agreement should the Consultant fail to cure, within 15 days after
receipt of notice from the Client, any of the following:
(i) Any willful breach of duty or habitual neglect of duty by
the Consultant;
(ii) Any material breach by the Consultant of the obligations
in Section 7; or
(iii) Any material acts or events which inhibit the Consultant
from fully performing its responsibilities under this
Agreement in good faith.
7. Confidentiality. The Consultant recognizes and acknowledges that it
has and will have access to certain confidential information of the Client and
its affiliates that are valuable, special and unique assets and property of the
Client and such affiliates. The Consultant will not, during or after the Term of
this Agreement, disclose, without the prior written consent or authorization of
the Client, any of such information to any person, except to authorized
representatives of the Consultant or his affiliates, for any reason or purpose
whatsoever. In this regard, the Client agrees that such authorization or consent
to disclosure may be conditioned upon the disclosure being made pursuant to a
secrecy agreement, protective order, provision of statute, rule, regulation or
procedure under which the confidentiality of the information is maintained in
the hands of the person to whom the information is to be disclosed or in
compliance with the terms of a judicial order or administrative process.
8. Conflict of Interest. The Consultant shall be free to perform
services for other persons. The Consultant will notify the Client of
Consultant's performance of consulting services for any other person which could
conflict with Consultant's obligations under this Agreement. Upon receiving such
notice, the Client may terminate this Agreement or consent to the Consultant's
outside consulting activities.
9. Disclaimer of Responsibility for Acts of the Client. The obligations
of Consultant described in this Agreement consist solely of the furnishing of
information and advice to the Client in the form of services. In no event shall
Consultant be required by this Agreement to represent or make management
decisions for the Client. All final decisions with respect to acts and omissions
of the Client or any affiliates and subsidiaries, shall be those of the Client
or its affiliates, and Consultant shall under no circumstances be liable for any
expense incurred or loss suffered by the Client as a consequence of such acts or
omissions.
10. Indemnity.
(a) The Client shall protect, defend, indemnify and hold Consultant
and his assigns and attorneys, accountants, employees, officers and
directors harmless from and against all losses, liabilities, damages,
judgments, claims, counterclaims, demands, actions, proceedings, costs
and expenses (including reasonable attorneys' fees) of every kind and
character resulting from or relating to or arising out of (a) the
inaccuracy, non-fulfillment or breach of any representation, warranty,
covenant or agreement made by the Client herein; or (b) any legal
action, including any counterclaim, to the extent it is based upon
alleged facts that, if true, would constitute a breach of any
representation, warranty, covenant or agreement made by the Client
herein; or (c) negligent actions or omissions of the Client or any
employee or agent of the Client, or any reckless or willful misconduct,
occurring during the Term hereof with respect to any of the decisions
made by the Client.
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(b) The Consultant shall protect, defend, indemnify and hold Client
and his assigns and attorneys, accountants, employees, officers and
directors harmless from and against all losses, liabilities, damages,
judgments, claims, counterclaims, demands, actions, proceedings, costs
and expenses (including reasonable attorneys' fees) of every kind and
character resulting from or relating to or arising out of (a) the
inaccuracy, non-fulfillment or breach of any representation, warranty,
covenant or agreement made by the Consultant herein or the failure of
the Consultant to abide by all federal and state laws and regulations
concerning investor relations, stock promotions, and public disclosure
requirements; or (b) any legal action, including any counterclaim, to
the extent it is based upon alleged facts that, if true, would
constitute a breach of any representation, warranty, covenant or
agreement made by the Consultant herein; or (c) negligent actions or
omissions of the Consultant or any employee or agent of the Consultant,
or any reckless or willful misconduct, occurring during the Term hereof
with respect to any of the decisions made by the Consultant.
11. Notices. Any notices required or permitted to be given under this
Agreement shall be sufficient if in writing and delivered or sent by registered
or certified mail or overnight courier to the principal office of each party.
12. Waiver or Breach. Any waiver by either party of a breach of any
provision of this Agreement by the other party shall not operate or be construed
as a waiver of any subsequent breach by any party.
13. Assignment. This Agreement and the rights and obligations of the
Consultant hereunder shall not be assignable without the written consent of the
Client.
14. Applicable Law. It is the intention of the parties hereto that this
Agreement and the performance hereunder and all suits and special proceedings
hereunder be construed in accordance with and under and pursuant to the laws of
the State of Florida and that in any action, special proceeding or other
proceeding that may be brought arising out of, in connection with or by reason
of this Agreement, shall be brought only in a court of competent jurisdiction
within the county of Pinellas, Florida.
15. Severability and Enforceability. All agreements and covenants
contained herein are severable, and in the event any of them shall be held to be
invalid by any competent court, the Agreement shall be interpreted as if such
invalid agreements or covenants were not contained herein.
16. Entire Agreement. This Agreement constitutes the entire agreement
and understanding between the parties and supersedes and replaces all
negotiations and all proposed agreements whether oral or written, between the
parties relating to the subject matter of this Agreement.
17. Waiver and Modification. Any waiver, alteration or modification of
any of the provisions of this Agreement shall be valid only if made in writing
and signed by the parties hereto. Each party hereto, from time to time, may
waive any of its rights hereunder without effecting a waiver with respect to any
subsequent occurrences or transactions hereof.
18. Attorneys' Fees and Costs. In the event of any dispute arising out
of the subject matter of this Agreement, the prevailing party shall recover, in
addition to any damages assessed, its attorneys' fees and court costs incurred
in litigating or otherwise settling or resolving such dispute. In construing
this Agreement, none of the parties hereto shall have any term or provision
construed against such party solely by reason of such party having drafted the
same.
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19. Counterparts and Facsimile Signatures. This Agreement may be
executed simultaneously in two or more counterparts, each of which shall be
deemed an original, but all of which taken together shall constitute one and the
same instrument. Execution and delivery of this Agreement by exchange of
facsimile copies bearing the facsimile signature of a party hereto shall
constitute a valid and binding execution and delivery of this Agreement by such
party. Such facsimile copies shall constitute enforceable original documents.
IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Agreement as of the day and year first above written.
CONSULTANT: CLIENT:
MENTOR ONE SOLUTIONS, INC. TELESERVICES INTERNET GROUP INC.
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇▇▇, President ▇▇▇▇ ▇. ▇▇▇▇▇, CEO
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EXHIBIT A
THE CONSULTANT AGREES TO PROVIDE THE FOLLOWING SERVICES TO THE CLIENT:
The Consultant shall assist the Client in performing a "due diligence"
review of the business, operations and financial condition of the Client's
proposed business combination targets, including the Savoy Senior Housing
Corporation, until the earlier of 1) closing of a business combination or 2) one
year from the date of this Agreement.
MENTOR ONE SOLUTIONS, INC. TELESERVICES INTERNET GROUP INC.
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇▇▇, President ▇▇▇▇ ▇. ▇▇▇▇▇, CEO
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Exhibit A
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EXHIBIT B
UPON EXECUTION HEREOF, FOR ALL SERVICES RENDERED BY THE CONSULTANT UNDER THIS
AGREEMENT, THE CLIENT AGREES TO COMPENSATE THE CONSULTANT AS FOLLOWS:
A. As payment in full for services to be provided by the Consultant, the Client
shall grant to the Consultant an option to purchase up to 4,000,000 shares of
common stock of the Client (the "Option"), exercisable in whole or in part at
anytime, at an exercise price of $.05 per share, until December 31, 2002.
The Option shall be exercised by delivery of notice in writing to
Client setting out the number of optioned shares which the Consultant intends to
purchase and enclosing a certified check or official bank check made payable to
the Client in an amount equal to the number of optioned shares to be purchased
times the purchase price. The Client agrees to deliver to the Consultant a share
certificate representing the optioned shares purchased not later than seven days
after receipt of the notice and payment.
Appropriate adjustments shall be made to the number of shares of common
stock issuable upon exercise of the options and the exercise price thereof in
the event of: (i) a subdivision or combination of any of the shares of capital
stock of the Client; (ii) a dividend payable in shares of capital stock of the
Client; (iii) reclassification of any shares of capital stock of the Client; or
(iv) any other change in the capital structure of the Client. The options are
subject to restrictions on transfer, as required by applicable federal and state
securities laws; provided, however, that the shares of common stock issuable
upon exercise of the options shall be registered with the United States
Securities and Exchange Commission.
B. The Client shall reimburse the Consultant for reasonable and necessary
travel-related expenses, if pre-approved by the Client, incurred while
performing services for Client, upon presentation by Consultant of an itemized
account of such authorized expenditures.
To qualify as an eligible participant under the Plan and to comply with
applicable securities laws regarding the use of Form S-8 and the issuance of
shares of common stock underlying the above described options, Consultant
represents and warrants to the Client that Mentor One Solutions, Inc. is the
wholly-owned "alter ego" of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇.
CONSULTANT: CLIENT:
MENTOR ONE SOLUTIONS, INC. TELESERVICES INTERNET GROUP INC.
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇▇▇, President ▇▇▇▇ ▇. ▇▇▇▇▇, CEO
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Exhibit B
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ADDENDUM TO
CONSULTING AGREEMENT
THIS ADDENDUM, dated this 10th day of August, 2001, is made to the
Consulting Agreement dated July 12, 2001, by and between Mentor One Solutions,
Inc., whose address is at ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ (the
"Consultant"), and TELESERVICES INTERNET GROUP INC., whose address is at ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "Client").
The parties hereby agree that the total number of shares of common
stock of the Client that the Consultant may purchase is reduced from 4,000,000
shares to 2,000,000 shares. The exercise price was previously reduced to $.025
per share.
The parties further acknowledge that simultaneously upon execution of
this Addendum, the Consultant is exercising the option in full to acquire
2,000,000 shares of common stock of the Client for an aggregate purchase price
of $50,000.
This Addendum may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but all of which taken
together shall constitute one and the same instrument. Execution and delivery of
this Addendum by exchange of facsimile copies bearing the facsimile signature of
a party hereto shall constitute a valid and binding execution and delivery of
this Addendum by such party. Such facsimile copies shall constitute enforceable
original documents.
IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Addendum as of the day and year first above written.
CONSULTANT: CLIENT:
MENTOR ONE SOLUTIONS, INC. TELESERVICES INTERNET GROUP INC.
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇▇▇, President ▇▇▇▇ ▇. ▇▇▇▇▇, CEO
