Exhibit 10.2
Consulting Agreement
This Consulting Agreement (the "Agreement") is effective as of August 8,
2000, by and between Maxx International, Inc., a Utah corporation (the
"Company"), and James Dean (the "Consultant").
The Company desires to retain the Consultant to provide consulting services with
regard to overall management and possible acquisitions, and the Consultant
agrees to such engagement upon the terms set forth below.
1. Duties, Involvement and Scope of Service.
A. The Company hereby engages Consultant, as an independent contractor and
not as an employee, to provide consulting services with regard to potential
acquisitions by the Company, negotiations and shareholder relations.
Additionally, the Company engages Consultant to perform such other reasonably
related services, as reasonably requested by the Company (collectively, the
"Services"). The Company acknowledges that Consultant retains the right to
determine location of employment.
B. The Consultant shall devote such time as may be necessary to perform its
functions under this Agreement (but no more than 40 hours per week) to the
duties hereunder and shall use its best efforts to fulfill obligations
hereunder; however, the Company acknowledges that the Consultant is engaged in
other business activities and that such activities will continue during the term
of this Agreement.
2. Term/Duration/Termination.
Except as otherwise provided hereunder, this Agreement shall remain in full
force and effect for one year (1) from the date hereof.
3. Compensation.
A. Options. The Company agrees to grant Consultant an option to purchase 750,000
shares of common stock (the "Option"), at an exercise price of $0.50 per share
of common stock, exercisable during the duration of the Agreement.
B. Expenses. The Company shall reimburse Consultant for any and all expenses
reasonably incurred by Consultant on behalf of the Company.
4. Taxes and other Liabilities.
Consultant acknowledges and agrees that it is an independent contractor and
not an employee of the Company. As such, Consultant acknowledges that it is
responsible for all employment and other tax payable to any federal, state or
local authority and any other obligation or liabilities arising
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from its engagement and compensation hereunder.
5. Notice.
All notices to the Company or the Consultant permitted to be required
hereunder shall be in writing and shall be delivered personally, by telecopier
or by courier service providing for next day delivery or sent by registered or
certified mail return receipt request, to the following address:
The Company: Maxx International, Inc.
130 S. El Camino Drive
Beverly Hills, CA 90212
The Consultant: P.O. Box 901
Mooloolaba, Queensland 4457
Australia
Either party may change the address to which notices shall be sent by
sending written notice of such change of address to the other party. Any such
notice shall be deemed given if delivered personally upon receipt; if
telecopies, when telecopied; if sent by courier service; and if sent by
certified or registered mail; three (3) days after deposit (postage prepaid)
with the U.S. Postal Service.
6. Representations and Warranties; Indemnification.
The Company and Consultant each represent and warrant to the other that it
has all rights to enter into this Agreement and that its execution of the
Agreement shall not infringe upon the rights of any third party. The Company and
Consultant each agree to indemnify the other and hold the other completely
harmless from any claims made by any third party against the other relating to,
or arising from, any breach of this Agreement or obligations arising herefrom.
In addition, the Company agrees to indemnify Consultant and hold Consultant
harmless from any third party claims made against Consultant as a shareholder of
the Company, relating to any failure of the Company to comply with its corporate
obligations, including, but not limited to the Company's failure to pay any
debts owed to creditors.
7. Delegation.
The Company and the Consultant agree that Consultant shall be entitled to
delegate all or any part or parts of its duties and obligations hereunder to any
person, firm or corporation (collectively, the "Designees" and individually,
"Designee") approved by the Company in writing (which consent shall not be
unreasonably withheld)) whether or not such Designee is subject to an existing
contract with the Company for similar services. Any such delegation may be on
such terms and conditions as the Consultant may deem appropriate; provided,
however, that should the Consultant make the initial delegation or request for
assistance from a Designee, the Consultant shall remain liable to perform its
duties and obligations, and shall indemnify the Company from any liability for
any finder's fee, agent's commissions or other similar forms of compensation in
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Connection with this Agreement or the transactions contemplated hereby,
notwithstanding the fact that such Designee may be subject to an existing
contract with the Company for similar services.
8. Governing Law.
Notwithstanding the place where this Agreement may be executed by any of
the parties hereto, the parties expressly agree that all the terms and
provisions hereof shall be construed in accordance with and governed by the laws
of the State of New York, without giving effect to conflict of law principles
thereof.
9. Entire Agreement.
This Agreement contains the entire agreement between Consultant and Company
and correctly sets forth the rights and duties of each of the parties to each
other concerning such matters as of this date. Any agreement or representation
concerning the subject matter of this Agreement or the duties of Consultant not
set forth in this Agreement is null and void.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the date first written above.
CONSULTANT: COMPANY:
Maxx International, Inc.
By: /s/ James Dean
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James Dean
By: /s/ Adley Samson
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Name: Adley Samson
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Title: Chief Financial Officer
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