EXHIBIT 99.1
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CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (this "AGREEMENT") is made and entered into
as of the 21st day of August, 2002, by and between ALTRIMEGA HEALTH CORPORATION,
a Nevada corporation (the "COMPANY") and EARL INGARFIELD (the "CONSULTANT").
W I T N E S S E T H:
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WHEREAS, the Company wishes to retain the consulting services of
Consultant for the period provided in this Agreement, and Consultant desires to
serve as a consultant regarding mergers and acquisitions to the Company in such
capacity and for such period, upon the terms and conditions hereinafter
provided.
NOW THEREFORE, in consideration of the premises and of the mutual
representations, covenants and agreements herein contained and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
1. CONSULTANT. The Company agrees to and hereby does retain
Consultant, and Consultant agrees to serve as a consultant to the Company upon
the terms and conditions provided herein.
2. POSITION AND RESPONSIBILITIES. During the period of service as a
consultant to the Company, Consultant shall devote his efforts to consulting
with and assisting the Company in furthering the Company's business operations
regarding mergers and acquisitions. In this regard, Consultant shall perform
such duties, obligations and services as are reasonably necessary to consult and
assist the Company in furthering the Company's business operations relating to
mergers and acquisitions, as well as such other consulting services as may from
time to time be reasonably requested by the Company. Consultant shall devote
such time as is necessary to complete such duties, obligations and services in a
timely fashion.
3. TERM. Consultant's retention as a consultant under this Agreement
shall be for a term commencing on the date of this Agreement and ending on
August 21, 2003. Either party may terminate this Agreement by giving the other
party not less than ten (10) days prior written notice of such termination.
4. RELATIONSHIP BETWEEN THE PARTIES. The parties hereto recognize that
the relationship between the Company and Consultant shall be one of an
independent contractor. Consultant shall have no authority to enter into any
contract binding upon the Company, or to create any obligation on behalf of the
Company, without express written authorization of the Company. Under no
circumstances shall Consultant represent to clients, customers, suppliers or
others that he is employed by the Company or that he serves the Company in any
capacity other than as an outside consultant. Consultant shall make clear to all
clients, customers, suppliers and other third parties that Consultant has no
authority to bind the Company in his capacity as a consultant. Consultant shall
provide any and all instruments, tools and other equipment not provided by the
Company, which are necessary to perform his duties and obligations under this
Agreement.
5. COMPENSATION. As compensation for services rendered hereunder,
Consultant shall be entitled to receive from the Company the consulting fee
described on EXHIBIT A, attached hereto and made a part hereof.
6. REIMBURSEMENT FOR EXPENSES. Consultant shall not be entitled to
reimbursement for any business expenses incurred by him in the performance of
his duties hereunder that have not been approved un advance by the Company.
7. WAIVERS AND AMENDMENTS. No amendment or waiver of any provision of
this Agreement, nor consent to any departure there from, shall be effective
unless the same shall be in writing and signed by each party hereto, and then
such waiver or consent shall be effective only in the specific instance and for
the specific purpose for which given. No failure on the part of a party hereto
to exercise, and no delay in exercising, any right hereunder shall operate as a
waiver thereof; nor shall any single or partial exercise of any right hereunder
preclude any other or further exercise thereof or the exercise of any other
right. The remedies provided in this Agreement are cumulative and not exclusive
of any remedies provided by law.
8. CAPTIONS. The captions, headings and arrangements used in this
Agreement are for convenience only and do not in any way affect, limit or
amplify the provisions hereof.
9. INVALID PROVISIONS. If any provision of this Agreement is held to
be illegal, invalid or unenforceable under present or future laws effective
during the term hereof, such provision shall be fully severable; this Agreement
shall be construed and enforced as if such illegal, invalid or unenforceable
provision had never comprised a part hereof; and the remaining provisions of
this Agreement shall remain in full force and effect and shall not be affected
by the illegal, invalid or unenforceable provision or its severance from this
Agreement.
10. ENTIRETY. This Agreement contains the entire agreement among
the parties with respect to the matters addressed herein and supersedes all
prior representations, inducements, promises or agreements, oral or otherwise,
which are not embodied herein.
11. COUNTERPARTS. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original for all purposes and all
of which shall be deemed collectively to be one agreement.
12. GOVERNING LAW. This Agreement, its validity, construction and
interpretation and the rights and remedies of the parties hereto shall be
governed by the substantive laws of the State of Florida, without giving effect
to principles of conflict of laws thereof.
13. JURISDICTION AND VENUE. Any judicial proceeding brought by or
against any of the parties to this Agreement on any dispute arising out of this
Agreement or any matter related hereto shall be brought in any Federal or State
court sitting in the County of Sarasota, State of Florida, and by execution and
delivery of this Agreement, each of the parties to this Agreement accepts for
itself the exclusive jurisdiction and venue of the aforesaid courts as trial
courts, and irrevocably agrees to be bound by any final non-appealable judgment
rendered in connection with this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
COMPANY: ALTRIMEGA HEALTH CORPORATION,
- ------- a Nevada corporation
By:/s/ KELLEY MAGE
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Printed Name: KELLEY MAGEE
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Title:PRESIDENT AND CHIEF EXECUTIVE OFFICER
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CONSULTANT:
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/s/ EARL INGARFIELD
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EARL INGARFIELD
EXHIBIT A
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CONSULTING FEE
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1. Upon execution of this Agreement, Consultant shall receive TWO MILLION
(2,000,000) common shares of stock of Altrimega Health Corp. (AMHT)
d/b/a Creative Holdings, Inc.,
2. At the closing between Creative Holdings, Inc. and Altrimega Health
Corp. (AMHT) d/b/a Creative Holdings, Inc., Consultant shall receive
NINE MILLION (9,000,000) common shares of stock of Altrimega Health
Corp. (AMHT) d/b/a Creative Holdings, Inc., all such shares to be fully
paid, and non-assessable.