| 1. |
The
Company hereby engages and retains Consultant and Consultant hereby
agrees
to render services and advice to the Company for a one (1) year period
commencing January 24, 2006 and ending January 23,
2007.
|
| 2. |
The
services to be rendered by Consultant shall consist of giving relevant
legal advice and opinions to the Company where Company requires advice
under UK law. Consultant shall have the sole discretion as to the form,
manner, and place in which said advice shall be given and the amount
of
time to be devoted to serve under this Agreement. The Company will
rely on
the Consultant to work as many hours as may be reasonably necessary
to
fulfill Consultant's obligations under this Agreement. Except as provided
hereinafter, an oral opinion by the Consultant to the Company shall
be
considered sufficient compliance with the requirements of this paragraph.
Consultant shall devote to the Company only such time as it may deem
necessary, and when reasonably requested by the Company, and shall
not by
this agreement be prevented or barred from rendering services of the
same
or similar nature, as herein described, or services of any nature
whatsoever for or on behalf of persons, firms, or corporations other
than
the Company. The Company recognizes the Consultant provides services
to
other clients.
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| 3. |
The
Company shall compensate the Consultant by the issuance of 100,000
sharess
of its common stock, to be registered under a Registration Statement
on
Form SB-2 or any other available form as soon as is practicable after
the
execution and delivery of this Agreement. The Consultant shall pay
all
"out of-pocket" expenses in connection with the services rendered and
shall not be entitled to reimbursement from the Company unless authorized
in writing in advance.
|
| 4. |
The
Company will not provide support services, including office space and
secretarial services, for the benefit of the
Consultant.
|
| 5. |
The
Consultant and the Company recognize that the Consultant's Services
will
include working on various projects for the Company where
appropriate.
|
| 6. |
It
is understood by the parties that the Consultant is as independent
contractor with respect to the Company, and not an employee. The Company
will not provide fringe benefits, including health insurance benefits,
paid vacation, or any other employee benefit, for the benefit of the
Consultant.
|
| 7. |
The
Company recognizes that the Consultant has or may have access to the
Company's proprietary information ("Information") which are valuable,
special and unique assets of the disclosure of the information, the
Consultant agrees that the Consultant will not at any time or in any
manner, either directly or indirectly, use any Information for the
Consultant's own benefit, or divulge, disclose, or communicate in any
manner any Information to any third party without the prior written
consent of the Company. The Consultant will protect the Information
and
treat it as strictly confidential. A violation of this paragraph shall
be
a material violation of the Agreement.
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| 8. |
The
confidentiality provisions of this Agreement shall remain in full force
and effect after the termination of this
Agreement.
|
| 9. |
Upon
termination of this Agreement, the Consultant shall deliver all records,
notes, data, memoranda, models, and equipment of any nature that are
in
Consultant's possession or under Consultant's control and that are
the
Company's property or relate to the Company's
business.
|
| 10. |
All
notices required or permitted under this Agreement shall be in writing
and
shall be deemed delivered when delivered in person or deposited in
the
United States mail, postage, prepaid, addressed as
follows:
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| 11. |
This
instrument contains the entire agreement of the parties. There are
no
representations or warranties other than as contained herein, and there
shall not be any liability to Consultant for any service rendered to
the
Company pursuant to this agreement. No waiver or modification hereof
shall
be valid unless executed in writing with the same formalities as this
Agreement. Waiver of the breach of any term or condition of this Agreement
shall not be deemed a waiver of any other subsequent breach, whether
of
like or of a different nature.
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| 12. |
The
Agreement shall be construed according to the laws of State of Florida
as
they are applied to agreements executed and to be performed entirely
within such Sate and shall be binding upon the hereto, their successors
and assigns.
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