Exhibit 10.2
EDGAR SERVICES AGREEMENT
This Agreement dated December , 2005 to be effective as of December 1,
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2005 ("Agreement") is by and between Fleurs De Vie, Inc., a Nevada corporation
("Fleurs") and Loev Corporate Filings, Inc., a Nevada corporation ("Filings").
W I T N E S S E T H:
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WHEREAS, Fleurs desires for Filings to be responsible for the Edgar Work
(as defined below);
WHEREAS, Filings desires to be responsible the Edgar Work; and
NOW, THEREFORE, in consideration of the premises and the mutual covenants,
agreements, and considerations herein contained, the parties hereto agree as
follows:
1. Edgar Filing Work.
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The "Edgar Work" to be completed by Filing under this Agreement
shall encumber the Edgar formatting (also known as Edgarizing) of all
of Fleurs' documents and reports to be filed on the Securities and
Exchange Commission's (the "Commission's") Edgar filing system and the
fees billed by Filings for the costs associated with such filings made
with the Commission.
2. Payment ForEdgar Filing Work.
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In consideration for Filings agreeing to give Fleurs a twenty
percent (20%) discount on all of the Edgar Work completed by Filings
(the "Discount"), and in consideration for Filings agreeing to enter
into this one (1) year Agreement, Fleurs agrees to issue Filings
50,000 shares of Fleurs' common stock (the "Stock").
Fleurs agrees that it will receive valid consideration from the
Discount and the one (1) year term of the Agreement and Filings agrees
that it will receive valid consideration for the Shares.
3. Registration of the Shares.
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Fleurs further agrees that it will register the Shares pursuant
to a Registration Statement on Form SB-2 as soon as practicable after
the entry into this Agreement.
4. Term of Agreement.
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This Agreement shall be in effect until November 31, 2006 (the
"Term").
5. Miscellaneous.
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(a) Assignment. All of the terms, provisions and conditions of
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this Agreement shall be binding upon and shall inure to the
benefit of and be enforceable by the parties hereto and their
respective successors and permitted assigns.
(b) Applicable Law. This Agreement shall be construed in
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accordance with and governed by the laws of the State of Texas,
excluding any provision which would require the use of the laws
of any other jurisdiction.
(c) Entire Agreement, Amendments and Waivers. This Agreement
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constitutes the entire agreement of the parties hereto and
expressly supersedes all prior and contemporaneous understandings
and commitments, whether written or oral, with respect to the
subject matter hereof. No variations, modifications, changes or
extensions of this Agreement or any other terms hereof shall be
binding upon any party hereto unless set forth in a document duly
executed by such party or an authorized agent or such party.
(d) Signatures and Counterparts. This Agreement may be executed
in several counterparts, each of which is an original. It shall
not be necessary in making proof of this Agreement or any
counterpart hereof to produce or account for any of the other
counterparts. A copy of this Agreement signed by one party and
faxed to another party shall be deemed to have been executed and
delivered by the signing party as though an original. A photocopy
of this Agreement shall be effective as an original for all
purposes.
(e) Severability. If any provision or provisions of this
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Agreement are deemed to contravene or be invalid under the laws
of any jurisdiction where this Agreement is in force, the parties
agree that such contravention or invalidity will not invalidate
the entire Agreement, but it shall be construed as not containing
the particular provision or provisions held to be invalid, and
the rights and obligations of the parties shall be construed and
enforced accordingly.
(g) Headings. The headings to Sections of this Agreement are
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inserted only for convenience of reference and are not intended,
nor shall they be construed, to modify, define, limit or expand
the intent of the parties as expressed in this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first written above.
FLEURS DE VIE, INC.
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/s/ Alex Yount
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Alex Yount
Chief Executive Officer
LOEV CORPORATE FILINGS, INC.
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/s/ Hannah Loev
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Hannah Loev
Chief Executive Officer