EXHIBIT 10.35
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT ("Agreement") is made and
entered into as of this 18th day of September 2000 and is
made by and between Spinneret Financial Systems, Ltd., a
Connecticut corporation (hereinafter, the "Consultant") and
Eurogas, Inc., a Utah corporation (hereinafter, the
"Company").
WITNESSETH:
WHEREAS, the Company is desirous of obtaining financial
advice and business consulting services (hereinafter, the
"Services");
WHEREAS, Consultant is experienced in providing
financial advice and business consulting services such as
the Services desired by the Company;
WHEREAS, the Company desires to retain Consultant and
Consultant desires to be retained to provide the Services to
the Company;
WHEREAS, Consultant will devote substantial time and
incur expenses in connection with the provision of the
Services to the Company, under and pursuant to the terms of
this Agreement (some of which time and expenses have been
provided since January 1, 2000); and,
WHEREAS, in consideration for Consultant agreeing to
devote the time and incur the expense in performing the
Services under and pursuant to the terms of this Agreement,
the Company agrees to pay Consultant the considerations
called for in this Agreement.
NOW, THEREFORE, in consideration of the premises and of
the mutual covenants herein set forth the Company and
Consultant hereby agree as follows:
AGREEMENT
Section 1. Consulting Services. Consultant shall provide
to the Company, when and as requested by the Company, from
time to time and during normal business hours, financial
advice and business-consulting services concerning, but not
limited to:
i. advising the Company with respect to any investment
bankers, institutional investors, selling agents and/or
broker-dealers utilized by the Company;
ii. evaluating financing proposals the Company may receive;
iii. advising the Company concerning shareholder and
investor relations, including the hiring of a financial
public relations firm; and,
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iv. advising the Company concerning corporate
reorganization, expansion, and merger/acquisition
opportunities.
Section 2. Other Services. Notwithstanding the foregoing,
Consultant shall be under no obligation to provide Services
for any minimum number of hours per month during the term
hereof. Any services requested by the Company that are
outside the scope of this Agreement shall be the subject of
separate agreements between the Company and Consultant if
not otherwise covered hereunder.
Section 3. Term Of Agreement. Both parties acknowledge
that Consultant began performing the Services beginning
January 1, 2000. This Agreement shall cover the Services
provided by Consultant from January 1, 2000 through October
1, 2000 (hereinafter, the "Term"), at which time this
Agreement shall automatically expire.
Section 4. Scope Of Retention. The Company hereby
retains Consultant as its non-exclusive financial advisor
and business consultant during the Term of this Agreement.
Section 5. Initial Compensation. As compensation for the
Services, the Company shall pay Consultant the sum of One
Hundred Fifty Thousand Dollars ($150,000), which sum shall
be paid from escrow upon the closing of the Company's
current financing with Arkledun Drive LLC.
Section 6. Payment Of Reasonable Costs. Consultant
shall pay for all its out-of-pocket expenses, including its
travel, meals and entertainment, incurred by Consultant in
connection with the performance of the Services.
Section 7. Counterparts. This Agreement may be executed
in multiple counterparts, each of which shall be deemed an
original and all of which taken together shall be but a
single instrument.
Section 8. Independent Contractor. Consultant and the
Company hereby acknowledge and agree that Consultant is an
independent contractor. Consultant shall not hold itself
out as, nor shall it take any action from which others might
infer that it is an employee, partner or agent of, or a
joint venturer with the Company. In addition, Consultant
shall take no action which binds, or purports to bind, the
Company.
Section 9. Law; Forum And Jurisdiction. This Agreement
shall be construed and interpreted in accordance with the
laws of the State of Connecticut. The parties agree that any
dispute arising under or with respect to or in connection
with this Agreement, shall be resolved fully and exclusively
by binding arbitration in accordance with the commercial
rules then in force of the American Arbitration Association
and the proceedings taking place in Fairfield County,
Connecticut.
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Section 10. Notices. Any notices or other
communications required or permitted hereunder shall be
sufficiently given if personally delivered, or sent by
express mail or telegram, or transmitted by fax or e-mail,
addressed as set forth herein below.
If to Consultant:
----------------
Spinneret Financial Systems, Ltd.
578 Post Road East, Suite 637
Westport, CT 06880
Phone: 1-203-899-1321 - Fax: 1-203-899-1322
If to the Company:
-----------------
Eurogas, Inc.
942 East 7145 South - Suite 101A
Midvale, UT 84047
Phone: 801-255-0862 Fax:
Attn:
The parties may change their address to any other address as
shall be furnished by written notice from any party changing
address to the other party in the manner for giving notices
as set forth in this Section 10. Any notice or
communication given pursuant hereunder shall be deemed to
have been given as of the date so delivered, sent, or
transmitted.
Section 11. Attorneys' Fees. In the event that any party
institutes any action to enforce this Agreement or to secure
relief from any default hereunder or breach hereof, the
prevailing party shall be entitled to reimbursement from the
non-prevailing party for all costs, including reasonable
attorney's fees, incurred in connection therewith and in
enforcing or collecting any judgment rendered therein.
Section 12. Confidentiality. Each party hereto agrees with
the other party hereto that, unless and until mutually
agreed upon, they and their representatives will hold in
strict confidence all data and information obtained with
respect to the other party or any subsidiary thereof from
any representative, officer, director or employee, or from
any books or records or from personal inspection, of such
other party, and shall not use such data or information or
disclose the same to others, except:
i. to the extent such data or information are a matter of
public knowledge or are required by law to be published;
and,
ii. to the extent that such data or information must be
used or disclosed in order to consummate the transactions
contemplated by this Agreement.
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Section 13. Third Party Beneficiaries. This Agreement is
solely among and between Consultant and the Company and,
except as specifically provided herein, no creditor,
director, officer, stockholder, employee, agent, independent
contractor or any other person or entity shall be deemed to
be a third party beneficiary of this Agreement.
Section 14. Survival; Termination. The representations,
warranties and covenants of the respective parties shall
survive the consummation of the transactions herein
contemplated.
Section 15. Amendment Or Waiver. Every right and remedy
provided herein shall be cumulative with every other right
and remedy, whether conferred herein, at law, or in equity,
and may be enforced concurrently herewith and no waiver by
any party of the performance of any obligation by the other
party shall be construed as a waiver of the same or any
other obligation or default then, theretofore, or thereafter
occurring or existing. During the Term of this Agreement,
changes may be made if in writing and executed by both
parties hereto, and any term or condition of this Agreement
may be waived or the time for performance hereof may be
extended if done in writing and executed by both parties
hereto.
Section 16. Headings; Context. The headings of the
sections and paragraphs contained in this Agreement are for
convenience of reference only, do not form a part hereof,
and in no way modify, interpret or construe the meaning of
this Agreement.
Section 17. Benefit. This Agreement shall be binding
upon and shall inure only to the benefit of the parties
hereto, and their assigns permitted hereunder. This
Agreement shall not be assigned by any party without the
prior written consent of the other party.
Section 18. Severability. In the event that any particular
provision or provisions of this Agreement shall for any
reason hereafter be determined to be unenforceable, or in
violation of any law, governmental order or regulation, such
unenforceability or violation shall not affect the remaining
provisions of this Agreement, which shall continue in full
force and effect and be binding upon the respective parties
hereto.
Section 19. No Strict Construction. The language of this
Agreement shall be construed as a whole, according to its
fair meaning and intent, and not strictly for or against
either party hereto, regardless of who drafted or was
principally responsible for drafting the Agreement or the
terms or conditions hereof.
Section 20. Execution Knowing And Voluntary. In executing
this Agreement, the parties severally acknowledge and
represent that each:
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i. has fully and carefully read and considered this
Agreement;
ii. has been or has had the opportunity to be fully
apprised by its attorneys of the legal effect and meaning of
this Agreement and all terms and conditions hereof;
iii. has been afforded the opportunity to negotiate as to
any and all terms hereof; and,
iv. is executing this Agreement voluntarily, free from any
influence, coercion or duress of any kind.
Section 21. Entire Agreement. This Agreement represents
the entire agreement between the parties hereto relating to
the subject matter hereof. This Agreement alone fully and
completely expresses the agreement of the parties relating
to the subject matter hereof and there are no other courses
of dealing, understandings, agreements, representations or
warranties, written or oral, except as set forth herein.
IN WITNESS WHEREOF the parties hereto have executed or
caused this Agreement to be executed as of the date first
written above.
SPINNERET FINANCIAL SYSTEMS, LTD.
/s/ Alfred Hahnfeldt
- -----------------------------
by: Alfred Hahnfeldt
its: President
EUROGAS, INC.
/s/ Karl Arleth
- ------------------------------
by: Karl Arleth
its: President
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