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CONSULTING AGREEMENT
This Consulting Agreement (the "Consulting Agreement") made as of January
15, 1996, by and between ▇▇▇▇ ▇▇▇▇▇▇ with an office at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ("Consultant"), and VALUE HOLDINGS, INC., with offices at
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ("Value").
WITNESSETH
WHEREAS, Value has recently become engaged in the importation, processing
and sale of food products; and
WHEREAS, Value requires and will continue to require consulting services
relating to legal matters concerning management, strategic planning and
marketing in connection with its entry into the food product business; and
WHEREAS, Consultant is engaged in the business of providing legal advice
concerning management, strategic planning and marketing consulting services and
is desirous of performing such services for Value; and
WHEREAS, Value wishes to induce Consultant to provide these consulting
services to Value.
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
stated, it is agreed as follows:
1. APPOINTMENT.
Value hereby engages Consultant and Consultant agrees to render services
to Value as a legal consultant upon the term and conditions hereinafter set
forth.
2 . TERM.
The term of this Consulting Agreement began as of the date of this
Agreement, and shall terminate on June 30, 1996, unless earlier terminated in
accordance with paragraph 8 herein or extended as agreed to between the
parties.
3. SERVICES.
During the term of this Agreement, Consultant shall provide advice to,
undertake for and consult with Value concerning legal matters, management,
marketing, consulting, strategic planning, corporate organization and
structure, financial matters in connection with the operation of the businesses
of Value, expansion of services, acquisitions and business opportunities, and
shall review and advise Value regarding its overall progress, needs and
condition. Consultant agrees to provide on a timely basis the following
enumerated services plus any additional services contemplated thereby:
(a) The implementation of short-range and long-term strategic
planning to fully develop and enhance Value's assets, resources, products and
services;
(b) The implementation of a marketing program to enable Value to
broaden the markets for its services and promote the image of Value and its
products and services;
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(c) Advise Value relative to the recruitment and employment of
key executives consistent with the expansion of operations of Value;
(d) The identification, evaluation, structuring, negotiating and
closing of joint ventures, strategic alliances, business acquisitions and
advice with regard to the ongoing managing and operating of such acquisitions
upon consummation thereof; and
(e) Advice and recommendations regarding corporate financing
including the structure, terms and content of bank loans, institutional loans,
private debt funding, mezzanine financing, blind pool financing and other
preferred and common stock equity private or public financing.
(f) Legal advice and preparation of any securities filings in
connection with items (a) through (e) above.
4. DUTIES OF VALUE.
Value shall provide Consultant, on a regular and timely basis, with all
approved data and information about it, its subsidiaries, its management, its
products and services and its operations as shall be reasonably requested by
Consultant, and shall advise Consultant of any facts which would affect the
accuracy of any data and information previously supplied pursuant to this
paragraph.
Value shall promptly supply Consultant with full and complete copies of
all financial reports, all filings with all federal and state securities
agencies; with full and complete copies of all stockholder reports; with all
data and information supplied by any financial analyst, and with all brochures
or other sales materials relating to its products or services.
5. COMPENSATION.
Value will immediately grant Consultant 600,000 shares of Value's Common
Stock valued at $0.75 per share.
Consultant in providing the foregoing services, shall not be responsible
for any out-of-pocket costs, including, without limitation, travel, lodging,
telephone, postage and Federal Express charges.
6. REPRESENTATION AND INDEMNIFICATION.
Value shall be deemed to have been made a continuing representation of
the accuracy of any and all facts, material information and data which it
supplies to Consultant and acknowledges its awareness that Consultant will rely
on such continuing representation in disseminating such information and
otherwise performing its advisory functions. Consultant in the absence of
notice in writing from Value, will rely on the continuing accuracy of material,
information and data supplied by Value.
Consultant represents that he has knowledge of and is experienced in
providing the aforementioned services.
7. RELATIONSHIP OF PARTIES.
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Consultant is an independent contractor, responsible for compensation of
his agents, employees and representatives, as well as all applicable
withholding therefrom and taxes thereon. This Consulting Agreement does not
establish any partnership, joint venture or other business entity or
association between the Parties and neither Party is intended to have any
interest in the business or property of the other.
8. MISCELLANEOUS.
Termination:
This Agreement may be terminated by either Party upon written notice to
the other Party for any reason which shall be effective five (5) business days
from the date of such notice. This Agreement shall be terminated immediately
upon written notice for material breach of this Agreement.
Modification:
This Consulting Agreement sets forth the entire understanding of the
Parties with respect to the subject matter hereof. This Consulting Agreement
may be amended only in a writing signed by both Parties.
Notices:
Any notice required or permitted to be given hereunder shall be in
writing and shall be mailed or otherwise delivered in person or by facsimile
transmission at the address of such Party set forth above or to such other
address or facsimile telephone number as the Party shall have furnished in
writing to the other Party.
Waiver:
Any waiver by either Party of a breach of any provision of this
Consulting Agreement shall not operate as or be construed to be a waiver of any
other breach of that provision or of any breach of any other provision of this
Consulting Agreement. The failure of a Party to insist upon strict adherence
to any term of this Consulting Agreement on one or more occasions will not be
considered a waiver or deprive that Party of the right thereafter to insist
upon adherence to that term of any other term of this Consulting Agreement.
No Third Party Beneficiaries:
This Consulting Agreement does not create, and shall not be construed as
creating, any rights enforceable by any person not a party to this Consulting
Agreement.
Assignment:
Neither this Consulting Agreement nor the Option granted in paragraph 5
may be transferred or assigned.
Severability:
If any provision of this Consulting Agreement is invalid, illegal, or
unenforceable, the balance of this Consulting Agreement shall remain in effect,
and if any provision is inapplicable to any person or circumstance, it shall
nevertheless remain applicable to all other persons and circumstances.
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Disagreements:
Any dispute or other disagreement arising from or out of this Consulting
Agreement shall be submitted to arbitration under the rules of the American
Arbitration Association and the decision of the arbiter(s) shall be enforceable
in any court having jurisdiction thereof
Arbitration shall occur only in Miami, Florida. The interpretation and
the enforcement of this Agreement shall be governed by Florida law as applied
to residents of the State of Florida relating to contracts executed in and to
be performed solely within the State of Florida.
In the event any dispute is arbitrated, the prevailing party (as
determined by the arbiter(s)) shall be entitled to recover that party's
reasonable attorney's fees incurred (as determined by the arbiter(s)).
IN WITNESS WHEREOF, this Consulting Agreement has been executed by the
Parties as of the date first above written.
VALUE HOLDINGS, INC. CONSULTANT:
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇
Title: President
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