Exhibit 10.1 Consulting Agreement by and between GFY Foods, Inc. and Tad Gygi
dated April 13, 2004
CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") made as of Tuesday, April
13, 2004 by and between Tad Gygi ("Consultant) and GFY Foods, Inc. ("Company").
WITNESSETH
WHEREAS, the Company requires and will continue to require business
services relating to management, strategic planning and marketing for the
Company; and
WHEREAS, Consultant shall provide Company with strategic planning and
marketing consulting services and is desirous of performing such services for
the Company; and
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
stated, it is agreed as follows:
1. APPOINTMENT
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The Company hereby engages Consultant and Consultant agrees to render
various business services to the Company upon the terms and conditions
hereinafter set forth.
2. TERMS
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The term of this Agreement began as of the date of this Agreement, and
shall terminate on July 13, 2004, unless earlier terminated in
accordance with paragraph 7 herein or as extended by the parties from
time to time.
3. SERVICES
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During the term of this Agreement, Consultant shall provide advice to,
undertake for and consult with the Company concerning management,
marketing, consulting, strategic planning, corporate organization and
structure, sales matters in connection with the operations of the
business of the Company. Consultant agrees to provide on a timely basis
the following services, and additional services contemplated thereby:
(a) The implementation of short-range and long-range strategic
planning to develop and enhance the Company's products and
services;
(b) Develop and assist in the implementation of a marketing
program to enable the Company to broaden the markets for its
services and promote the image of the Company and its
products and services;
(c) Advise the Company relative to the recruitment and employment
of marketing and sales personnel consistent with the growth
of operations of the Company;
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(d) The identification, evaluation, structuring, negotiating and
closing of strategic alliances.
4. DUTIES OF THE COMPANY
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The Company shall provide Consultant, on a regular and timely basis,
with all 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. The Company shall
promptly supply Consultant with full and complete copies of all
brochures or other sales materials relating to its products and
services.
5. COMPENSATION AND EXPENSE REIMBURSEMENT
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Concurrently with the execution hereof, the Company shall grant and
issue to Consultant the option to purchase 185 million shares of $.001
par value common sock of the Company (the "Shares") which shall be
registered with the United States Securities and Exchange Commission
and applicable state securities agencies so as to enable the Shares to
be freely saleable and tradable in the public securities markets. The
Company shall use its best and diligent efforts to maintain all SEC and
other registrations so as to enable said Shares to be fully saleable
and tradable for a period of five (5) years from the date hereof. The
option shall have an exercise price of $0.000243 per share, and shall
expire on April 13, 2009 at 5:00 P.M. C.S.T. Consultant in providing
the foregoing services shall be reimbursed for any pre-approved
out-of-pocket cost, including, without limitation, travel, lodging,
telephone, postage and over night shipping charges.
The Company also agrees that if the Shares fail to attain a market
price of $45,000.00 for five (5) separate trading days during a period
of five (5) years from the date of Consultant's exercise of the option;
then the Company shall issue a supplemental option to Consultant for
additional Shares at the exercise price set forth in the initial
option, upon the written demand of Consultant to the Company. If the
Company fails to issue the supplemental option within five (5) days
from the date of Consultant's written demand notice, then it
immediately shall pay to Consultant liquidated damages of $45,000.00.
6. REPRESENTATION AND INDEMNIFICATION
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The Company shall be deemed to have been made a continuing
representation 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 functions. Consultant in
the absence of notice in writing from the Company will rely on the
continuing accuracy of material, information and data supplied by the
Company. Consultant represents that he has knowledge of and is
experienced in providing the aforementioned services.
The Company agrees to indemnify, hold harmless and defend Consultant
from any and all claims or demands of any kind to the Company's breach
of its agreements hereunder.
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7. MISCELLANEOUS
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TERMINATION: This Agreement may be terminated by Consultant upon,
written notice to the Company for a material breach of this contract
which shall be effective five (5) business days from the date of such
notice.
MODIFICATION: This Agreement sets forth the entire understanding of the
Parties with respect to the subject matter hereof, and may be amended
only in writing signed by both parties.
NOTICES: Any notices 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
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 Agreement. The failure of a Party to insist upon strict
adherence to any term of this Agreement on one or more occasions will
not be considered a waiver or deprive the other Party of the right
thereafter to insist upon adherence to that term of any other term of
this Agreement.
ASSIGNMENT: The Options under this Agreement are assignable at the
discretion of the Consultant.
SEVERABILITY: If any provision of this Agreement is invalid, illegal,
or unenforceable, the balance of this Agreement shall remain in effect,
and if any provision is inapplicable to any person or circumstances, it
shall nevertheless remain applicable to all other persons and
circumstances.
DISAGREEMENTS: Any dispute or other disagreements arising from or out
of this Agreement shall be submitted to arbitration under the rules of
the American Arbitration Association and the decision of the
arbitrator(s) shall be enforceable in any court having jurisdiction
thereof. Arbitration shall occur only in Cook County, IL. The
interpretation and the enforcement of this Agreement shall be governed
by Illinois law as applied to residents of the State of Illinois
relating to contracts executed in and to be performed solely within the
State of Illinois. In the event any dispute is arbitrated, the
prevailing Party (as determined by the arbitrator(s)) shall be entitled
to recover that Party's reasonable attorney's fees incurred (as
determined by the arbitrator(s)).
IN WITNESS WHEREOF, this Agreement has been executed by the Parties as
of the date first above written.
COMPANY CONSULTANT
By: /s/ Ed Schwalb By: /s/ Tad Gygi
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