Exhibit 10.19
CONSULTING SERVICES AGREEMENT
THIS CONSULTING SERVICES AGREEMENT (THE "Agreement"), DATED April 16, 2004 is
made by and between Delta Mutual, Inc., a corporation organized under the laws
of the State of Delaware, having its principal office located at 111 North
Branch Street, Sellersville, PA 18960 ("Delta") and Basic Investors, Inc.,
having its principal address at 510 Broadhollow Road, Suite 306, Melville, NY
11747 ("Consultant").
WHEREAS, Delta and the Consultant have been in discussions and
negotiations in connection with Consultant's offer to provide advisory services
to Delta which Delta has decided to accept; and
WHEREAS, Delta and Consultant have agreed on the scope of the advisory
services Consultant shall render to Delta and the compensation that Delta shall
pay to the Consultant for such services and both parties desire to set forth in
this Agreement all the terms and provisions that shall govern their business
relationship.
NOW, THEREFORE, in consideration of the mutual promises made by the
parties to each other, it is agreed as follows:
1. APPOINTMENT Delta hereby appoints consultant to serve as an independent
Consultant to Delta for the services described below for as long as this
Agreement is in full force and effect, and Consultant hereby accepts such
appointment.
2. SCOPE OF SERVICES Delta and Consultant agree that Delta has retained
Consultant to render Delta the following services:
A. To assist Delta in its development of marketing and strategic
business plans and goals.
B. To provide strategic advisory and consulting services with respect
to the exploration of strategic alternatives for maximum exposure in
and penetration of Delta's target markets.
C. To organize periodic conference calls and meeting with
representatives of potential strategic partners and marketing
representatives and Delta client on a pre-approved basis.
The foregoing are hereinafter generally referred to as "services".
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3. COMPENSATION In consideration for Consultant's agreement to execute and
deliver this Agreement with Delta, Delta agrees to issue to Consultant
Four Hundred Thousand (400,000) shares of its restricted common stock. The
Company agrees to issue a legal opinion on the restricted common stock at
the end of the one year holding period.
4. TERM AND TERMINATION Subject to earlier termination, the term of this
Agreement hall begin on the date hereof and will continue in effect for a
period of 12 months (the "Term"). Either party may terminate this
Agreement upon thirty days prior written notice.
5. INDEPENDENT CONTRACTOR STATUS Consultant agrees that they are an
independent contractor and is not an employee of Delta and Consultant will
not hold themselves out as such or as an agent or employee. Consultant has
no authority or responsibility to enter into any contracts on behalf of
Delta.
6. CONFIDENTIAL INFORMATION/TRADE SECRETS During the course of the
performance of the Services, Consultant may have access to, have disclosed
to them, or otherwise obtain information which Delta identifies in writing
or through labeling as being of a confidential and/or a proprietary nature
to it (the "Confidential Information") Consultant shall use such
Confidential Information solely in performance of their obligations under
this Agreement and shall not disclose or divulge it to, or use for the
benefit of, any third parties without Delta's written consent. Information
shall not be deemed as confidential if such information is i) already
known to Consultant free of any restrictions at the time it is obtained,
ii) subsequently learned from an independent third party free of any
restriction; or iii) available publicly.
7. Publicity Consultant will not represent its business relationship with
Delta or this Agreement to any persons or entities, publicly or privately
in any term or to any extent, except as is described in Section 2 of this
Agreement. Any press release or the public disclosure of this Agreement or
of the business relationship between Consultant and Delta must e approved
in advance thereof by both Consultant and Delta in writing. Neither party
shall use the other's name, logo, trademarks, or service marks in any
advertising, publicity releases, or in any other materials without that
party's prior written approval.
8. BEST EFFORTS Delta understands that Consultant shall utilize his best
efforts in providing the Services set forth in Section 2. Delta fully
understands that Consultant does not and cannot promise that any specific
result will be achieved through engagement of Consultant. Furthermore,
Delta understands that Consultant will never attempt to improperly
influence any governmental or corporate official or entity or otherwise
seek to accomplish any improper goal on behalf of Delta.
9. DISPUTE RESOLUTION The parties agree that any and all disputes rising out
of or relating to this Agreement shall be determined exclusively by
confidential, final and binding arbitration in New York City in accordance
with the American Arbitration Association, except that Delta and
Consultant shall retain the right to seek injunctive and equitable relief
for any actual or threatened breach of Sections 6 and 7 of this Agreement
in any state, federal, or international court of competent jurisdiction.
Without limitation of the foregoing, each party acknowledges that it is
hereby waiving any right to have such dispute resolved by jury trial.
10. AMENDMENTS No amendments or modifications shall be binding upon either
party unless made in writing and signed by both parties.
IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the
date and year first written above.
CONSULTANT: DELTA MUTUAL, INC.
BY: _____________________ BY:__________________
Name: Richard Belz Name: Peter F. Russo
Title: Vice President Title: President & CEO
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