CONSULTING AGREEMENT
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THIS CONSULTING AGREEMENT (the "Agreement") is made and entered into effective
the date it is signed by the last to sign as set forth below by and between
Fairview Consulting, Inc. (the "Consultant") whose principal place of business
is 14019 Southwest Freeway Ste. 743 Sugar Land, Texas and T & G2, of 65 La
Grande Avenue, Berkeley Heights, NJ 07922. (the "Client").
WHEREAS, Client is a publicly traded company:
WHEREAS, Consultant is in the business of providing services for management
consulting, business advisory, shareholder information and public relations; and
WHEREAS, the Client deems it to be in its best interest to retain Consultant to
render to the Client services as may be needed; and
WHEREAS, Consultant is ready, willing and able to render such consulting and
advisory services to the Client as hereinafter described on the terms and
conditions more fully set forth below.
1. CONSULTING SERVICES. The Client hereby retains the Consultant as an
independent business consultant to the Client and the Consultant hereby
accepts and agrees to such retention. The Consultant shall render to the
Client such services as set forth on Exhibit "A" attached hereto by
reference incorporated herein.
It is acknowledged and agreed by the Client that Consultant carries no
professional licenses, other than any that may be listed on Exhibit A; and
is not agreeing to act as a market-maker or render legal advise or perform
accounting services, nor act as an investment advisor or broker-dealer
within the meaning of applicable state and federal securities laws. It is
further acknowledged and agreed by the Client that the services to be
provided to the Client hereunder are presently not contemplated to be
rendered in connection with the offer and sale of Securities in a capital
raising transaction, although Client may request services of Consultant
therefore and have reached a basis for compensation if such additional
services are rendered. The services of Consultant shall not be Exclusive
nor shall Consultant be required to render any specific number of hours or
assign specific personnel to the Client or its projects.
2. INDEPENDENT CONTRACTOR. Consultant agrees to perform its consulting duties
hereto as an independent contractor. Nothing contained herein shall be
considered as creating an employer-employee relationship between the
parties to this Agreement. The Client shall not make social security,
workers' compensation or unemployment insurance payments on behalf of
Consultant. The parties hereto acknowledge and agree that Consultant cannot
guarantee the results or effectiveness of any of the services rendered or
to be rendered by Consultant hereunder. Rather, Consultant shall conduct
its operations and provide its services in a professional manner and in
accordance with good industry practice. Consultant will use its best
efforts and does not promise results.
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3. TIME, PLACE AND MANNER OF PERFORMANCE. The Consultant shall be available
for advice and counsel to the officers and directors of the Client at such
reasonable and convenient times and places as may be mutually agreed upon.
Except as aforesaid, the time, place and manner of performance of the
services hereunder, including the amount of time to be allocated by the
Consultant to any specific service, shall be determined at the sole
discretion of the Consultant.
4. TERM OF AGREEMENT. The term of this Agreement shall be six (6) months
commencing on the date of this Agreement, both subject to prior termination
as hereinafter provided.
5. COMPENSATION AND EXPENSES. In full consideration of the services to be
provided for the Client by the Consultant as fully set forth in Exhibit
"A". The Client agrees to compensate Consultant in the manner ser forth in
Exhibit "B". In addition, the Client shall reimburse the Consultant for all
pre-approved expenses and disbursements incurred by the Consultant on
behalf of the Client in connection with the performance of consulting
services pursuant to this Agreement. Consultant shall be solely responsible
for all expenses and disbursements anticipated to be made in connection
with its performance under this Agreement. Compensation is not to be
prorated over the term of this Agreement and is non-refundable; provided,
if Consultant is terminated for causes as provided below, then the
Compensation shall be prorated on a monthly basis, but Consultant may
retain the unearned shares if it pays to Client the agreed Exchange value
of the stock for this transaction set forth in Exhibit "B".
6. DUTIES AND OBLIGATIONS OF CLIENT.
(a) Client shall furnish to Consultant such current information and data as
necessary for Consultant to understand and base its advise to the Client,
and shall provide such current information on a regular basis, including at
a minimum:
(i) Financial Information:
Balance Sheet, Income Statement, Cash Flow Analysis and Sales Projection,
Officers and Directors resumes or Curriculum Vitae; and
(ii) Shareholder information: Shareholder(s) List; Debenture or Preferred
Stock or Option or Warrant Agreements, which may affect the number of
shares to be issued or outstanding. Client hereby authorizes Transfer Agent
to deliver to Consultant a copy of the shareholder's list(s) and an
accounting for shares outstanding per its books.
(b) Client shall furnish Consultant with full and complete copies of all
filings with all Federal and State Securities Agencies, with full and
complete copies of all Shareholder Reports and Communications whether or
not prepared with assistance of Consultant will all data and information
supplied to any Analyst, Broker/Dealer, Market-Maker, or any other member
of the Financial Community, including specifically most recently filed Form
10 or Form 15c2(11) or Offering documents (such as 504, 505 or 506) or
Private Placement Documents. If Client is not a fully reporting Company
under the provisions of the SEC, then it shall furnish a letter opinion
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from its Securities Counsel that the Client Stock is tradable or may be
sold in the public market.
(c) Client will notify Consultant of any private or public offering of
securities, including S-8 or Regulation S or A, at least five (5) days
prior to making such an offering during the term of this Consultant
Agreement.
(d) Client will notify Consultant in writing at least 30 days prior to any
insider selling or clients stock.
(e) Client will not cause to be effected a change or split of the Client
stock during the terms of this Agreement without at least five (5) days
prior written notice to Consultant.
(f) Client shall be responsible for advising Consultant of any information
or facts which would affect the accuracy of any prior data and information
to Consultant so that Consultant.
7. TERMINATION
(a) Without cause, Consultant's relationship with the Client hereunder may
be terminated at any time by mutual written agreement of the parties
hereto.
(b) Without cause, this Agreement shall terminate upon the dissolution,
bankruptcy or insolvency of the Client.
(c) Without cause, and without excusing the client's obligations under
Section 5 herein above. Consultant shall have the right and discretion to
terminate this Agreement should the Client violate any law, ordinance,
permit or regulation of any governmental entity, except for violations
which either singularly or in the aggregate do not have or will not have a
material adverse effect on the operations of the Client.
(d) Without cause, this Agreement may be terminated by either party upon
giving written notice to the other party if the party is in default
hereunder and such default is not reasonable cured within fifteen (15) days
after written notice of such default.
(e) For cause(s) as set forth below, this Agreement may be terminated by
Client after giving written notice specifically detailing all an any
event(s) of default to Consultant, if such specific event(s) of default is
not reasonably cured within fifteen (15) days after receipt of written
notice of such events of default(s).
(i) Any willful breach of duty by Consultant;
(ii) Any material breach by Consultant of the obligations in Section 9;
(iii) Any material act or event that would inhibit Consultant from fully
performing its responsibilities under this Agreement in good faith.
8. WORK PRODUCT. It is agreed that all information and materials produced for
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the Client shall be the property of the Consultant, free and clear of all
claims thereto by the Client, and the Client shall retain no claim for
authorship therein.
9. CONFIDENTIALITY. The Consultant recognizes and acknowledges that it has and
will have access to certain confidential information of the Client and its
affiliates. The Consultant will not, during the term of the Agreement,
disclose, without the prior written consent or authorization of the Client,
any such information to any person, for any reason or purpose whatsoever.
In this regard, the Client agrees that such authorization or consent to
disclose may be conditioned upon the disclosure being made pursuant to a
secrecy agreement, protective order, provision of statue, rule, regulation
or procedure under which the confidentiality of the information is
maintained in the hands of the person to whom the information is to be
disclosed or in compliance with the terms of a judicial order or
administration process.
10. CONFLICT OF INTEREST. The Consultant shall be free to perform services for
other persons. The Consultant will notify the Client of its performance of
consultant services for any other person, which could conflict with its
obligations under this Agreement or consent to the Consultant's outside
consulting activities; failure to terminate this Agreement, within seven
(7) days of receipt of written notice of conflict, shall constitute the
Clients' ongoing consent to the Consultant's outside consulting services.
11. DISCLAIMER OF RESPONSIBILITY FOR ACTS OF THE CLIENT. The obligations of
Consultant described in this Agreement consist solely of the furnishing of
information and advice to the Client in the form of services. In no event
shall Consultant be required by this Agreement to represent or make
management decisions for the Client. All final decisions with respect to
acts and omissions of the Client or any affiliates and subsidiaries, shall
be those of the Client or such affiliates and subsidiaries, and Consultant
shall under no circumstances be liable for any expense incurred or loss
suffered by the Client as a consequence of such acts or omissions.
12. INDEMNIFICATION. The Client shall protect, defend, indemnify and hold
Consultant and its assigns and attorneys, accountants, employees, officers
and directors harmless from and against all losses, liabilities, damages,
judgments, claims, counterclaims, demands, actions, proceedings costs and
expenses (including reasonable attorney fees) of every kind and character
resulting from, relating to or arising our of (a) the inaccuracy,
non-fulfillment or breach of an representation, warranty, covenant or
agreement made by the Client; or (b) any legal action, including any
counterclaim, based on any representation, warranty, covenant or agreement
made by the Client herein; or negligence or willful misconduct by the
Client.
13. NOTICES. Any notices required or permitted to be given under this Agreement
shall be sufficient if in writing and delivered or sent by:
(a) Registered or Certified Mail to the principal office of the other
party, postage prepaid with return receipt requested deposited ion a
proper receptacle of the United States Postal Service or its
successors. Said notice shall be addressed to the intended recipient.
A written notice sent in conformity with this provision shall be
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deemed delivered as of the date shown "delivered" on the return
receipt; or
(b) Transmitted by Prepaid Telegram or by Telephone Facsimile Transmission
if receipt is acknowledged by the addressee or its fax machine
confirmation. Notice so transmitted by telegram or facsimile
transmission shall be effective only if receipt of transmission is
acknowledged by an appropriate machine or written confirmation, and
such notice shall be deemed effective on the next business day after
transmission; or
(c) Notice given in any other manner shall be effective only if proven to
have been received by the addressee.
For purpose of notice, the address of each party shall be the address
ser forth above; Provided, however, that each party shall have the
right to change his respective address for notices, hereunder to
another location(s) within the continental United States by giving 30
days' written notice tot eh other party in the manner set forth herein
above.
14. WAIVER OF BREACH. Any waiver by either party of a breach of any provision
of this Agreement by the other party shall not operate or be construed as a
waiver of any subsequent breach by any party.
15. ASSIGNMENT. This Agreement and the rights and obligations of the Consultant
hereunder shall not be assignable without the written consent of the
Client, except that Consultant may assign this Agreement or any rights
received hereunder to Jacob International, Inc., an affiliated corporation.
16. APPLICABLE LAW. It is the intention of the parties hereto that this
Agreement and the performance hereunder and all suits and special
proceedings hereunder be construed in accordance with and under and
pursuant to the laws of the State of Texas and that in action, special
proceeding or other proceeding that may be brought arising our of, in
connection with or by reason of this Agreement, the laws of the State of
Texas shall be applicable and shall govern tot he exclusion of the law of
any other forum, without regard to the jurisdiction on which any action or
special proceeding may be instituted.
17. SEVERABILITY. All Agreements and covenants contained herein are severable,
and in the event any of them shall be held to be invalid by any competent
court, the Agreement shall be interpreted as if such invalid agreements or
covenants were not contained herein.
18. ENTIRE AGREEMENT. This Agreement constitutes and embodies the entire
understanding and agreement of the parties and supercedes and replaces all
prior understanding, agreement and negotiations between the parties.
19. WAIVER AND MODIFICATION. Any waiver, alteration, or modification of any of
the provisions of this Agreement shall be valid only if made in writing and
signed by the parties hereto. Each party hereto, may waive any of its
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rights hereunder without effecting a waiver with respect to any subsequent
occurrences or transactions hereof.
20. BINDING ARBITRATION. As concluded by the parties hereto, any controversy
between the parties hereto involving any dispute or claim by, through or
under, or the construction or application of any terms, covenants, or
conditions of, this agreement, shall on the written request of one party
served upon the other, be submitted to arbitration, and such arbitration
shall comply with and be governed by the provisions of the Federal
Arbitration Act as it may be amended; Provided that Arbitration shall be
conducted in Harris County, Texas and be conducted by the American
Arbitration Association ("AAA"). The FAA rules shall apply, and the AAA
rules shall apply if not in conflict with the FAA rules. All evidence shall
be subject to the Federal Rules of Civil Evidence. There will be three (3)
Arbiters, one to be selected by Client and one to be selected by
Consultant. The two selected Arbiters will select a third Arbiter who will
be an attorney or former judge having been licensed for at least 5 years as
an attorney in Texas; and who shall be the administrator of the panel.
21. COUNTERPARTS AND FACSIMILE SIGNATURE. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall be deemed
an original, but all of which taken together shall constitute one and the
same instrument. Execution and delivery of this Agreement by exchange of
facsimile copies bearing the facsimile signature of a party hereto shall
constitute a valid and binding execution and delivery of this Agreement by
such party. Such facsimile copies shall constitute enforceable original
documents.
IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this
Agreement, effective as of the date set forth above.
CLIENT: CONSULTANT:
T & G2
By:______________________ By:________________________
James M. Farinella, CEO Richard Spradling
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"EXHIBIT A"
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Consultant shall provide services to Client as an independent management
consultant. Consultant shall make itself available to consult with the board of
directors, officers, employees and representatives and agents of the Client at
reasonable times, concerning matters pertaining to the overall business and
financial operations of the Client, as well as the organization of the
administrative staff of the Client, this fiscal policy of the Client, and in
general, concerning any problem of importance concerning the business affairs of
the Client. Consultant may, at the request of the Client, assist in the
preparation of written reports on financial, accounting or marketing matters
review final information, analyze markets and report to the Client's Chairman of
the Board of Directors or Chief Executive Officer or President or a Vice
President or Treasurer on proposed investment, opportunities, and develop short
and long term strategic business plans. In addition, Consultant shall provide
liaison services to the Client with respect to the Client's relationship with
unaffiliated third parties. Consultant does not undertake as part of this
Agreement to provide loans, investments or financing for the Client, although
such financial benefits may be made available to Client during the course of
Consultant's engagement. Consultant will not perform any activities that could
subject Consultant or Client to violations of Federal or applicable state
securities law.
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"EXHIBIT B"
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Client shall compensate Consultant for its services rendered by consultant under
this Agreement, as follows:
1. In full consideration of the services to be provided for the Client by
the Consultant, upon full execution of this Agreement, Client shall
pay Consultant the sum of 3,000,000 free trading shares issued under
S-8 Filing. Client shall deliver 500,000 shares upon the signing of
this agreement with the balance of the shares to be delivered in even
amounts every thirty (30) days over a six (6) month period(500,000
shares every thirty(30) days). It is also acknowledged that all S-8
shares will be delivered directly to Richard Spradling in his
individual capacity.
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ATTACHMENT A
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It is hereby acknowledged that the compensation for the services identified
in the foregoing Agreement will be in the form of T&G2, Inc. Class A Common
Stock registered on From S-8. Accordingly, the Consultant represents that the
services to be performed under the Agreement are eligible services as required
by Form S-8, and that the stock, when issued, must be issued in the name of a
"natural person" as defined by the applicable securities laws.
The Consultant represents that none of the compensation received hereunder
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is for promoting or maintaining a market in the stock of T&G2, Inc. The
Consultant, under the terms of this Agreement is not being retained to find
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investors; provide investor relations or shareholder communication services;
promote T&G2, Inc.'s stock through newsletters; or as part of a capital raising
scheme.
Additionally, the Consultant represents that, with regard to the stock to
be registered as compensation for the services rendered hereunder, (i) neither
T&G2, Inc., or a promoter of its stock, will direct the resale in the public
market of the stock received under this Agreement as compensation; and (ii)
T&G2, Inc. will not receive any portion of the proceeds of the resale of the
stock issued as compensation hereunder.
The Consultant acknowledges that T&G2, Inc., and its counsel, will rely on
these representations when filing the Form S-8 to register the shares that are
received as compensation.
CONSULTANT
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