CONSULTING & SALES AGREEMENT
This Consulting & Sales Agreement ("AGREEMENT") dated as June 20, 2000, by
and between Maintenance Depot, Inc., a Florida corporation (the "Company"), with
its principal office at 516 Monceaux Rd., West Palm Beach, FL 33405 and Solana
Capital Partners, Inc., a California Corporation, with its principal office at
990 Highland Dr., Ste. 110-V, Solana Beach, CA 92075 (the "Consultant").
Company desires to retain Consultant to render certain consulting and sales
services with respect to its business; Consultant is willing to render such
services as hereinafter provided. In consideration of the mutual agreements and
covenants set forth in this Agreement, the parties agree as follows:
1. ENGAGEMENT OF CONSULTANT. Company hereby engages and retains Consultant
to render the consulting and sales services described in Section 2 hereof (the
"SERVICES") for a period of two years, commencing on the date hereof (the
"AGREEMENT PERIOD").
2. DESCRIPTION OF SERVICES.
2.01 CONSULTING. During the Agreement Period, Consultant shall
consult with and advise Company from time to time at Company's request and
Consultant's reasonable convenience with respect to corporate, business,
marketing strategy and preliminary merger negotiation. Consultant shall not be
required to devote any particular amount of time toward the performance of its
duties hereunder; provided, that Consultant shall use its reasonable efforts,
and devote sufficient time, to become familiar with and knowledgeable about
Company's products, services and plans.
2.02 MARKETING & SALES. During the Agreement Period, Consultant
will be actively seeking merger candidates and marketing the Company's products
to businesses.
3. PAYMENT FOR SERVICES.
3.01 SIGNING BONUS. Company shall pay Consultant a signing bonus
of $30,000.00.
3.02 MONTHLY PAYMENT. Company shall pay Consultant a monthly fee
of $14,000.00 at the beginning of the month starting in August and lasting 5
months.
3.03 INCENTIVE PAY. Company shall issue an option, exercisable
once Consultant's referral customers have purchased $500,000.00 worth of
products from Company, to purchase 50,000 shares of the Company's common stock
at a price of $0.05 per share.
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3.04 PERCENTAGE OF NET SALES. Company shall pay Consultant 5% of
the Company's net revenue from sales of chemicals manufactured by the Company
and purchased by Consultant's referral customers and 1% of the Company's net
revenue from paper and product sales purchased by the Consultant's referral
customers. All net revenue calculations are subject to a reasonable adjustment
based on any necessary collection activities.
4. NONEXCLUSIVITY OF THIS AGREEMENT. Company understands and agrees that,
except as set forth in the next sentence, Consultant shall not be prevented or
barred from rendering services of any nature for or on behalf of any other
person, firm, corporation or entity, subject to Consultant's obligation to
maintain confidentiality of Company's confidential information pursuant to
Section 6.
5. TERMINATION. This Agreement automatically terminates in two years.
6. CONFIDENTIALITY. Consultant will not disclose to any other person, firm,
or corporation, nor use for its own benefit, during or after the term of this
Agreement, any trade secrets or other confidential information of Company which
is acquired by Consultant in the course of performing services hereunder. For
purposes of this Agreement, a "trade secret" is information not generally known
to the public which gives Company an advantage over its competitors, including
products or services under development, production methods and processes,
subscriber or customer lists and marketing plans. Any information, which (i) at
or prior to the time of disclosure by Company to Consultant was generally
available to the public through no breach of this Agreement, (ii) was available
to the public on a non-confidential basis prior to its disclosure by Company to
Consultant or (iii) was made available to Consultant from a third party
(provided that Consultant did not know that such party obtained or disseminated
such information in breach of any legal obligation to Company) shall not be
deemed confidential information of the Company for purposes hereof.
7. AMENDMENT; WAIVER. No amendment to this Agreement shall be valid unless
such amendment is in writing and is signed by both of the parties to this
Agreement. Any of the terms and conditions of this Agreement may be waived at
any time in writing by the party entitled to the benefit thereof, but a waiver
in one instance shall not be deemed to constitute a waiver in any other
instance. A failure to enforce any provision of this Agreement shall not operate
as a waiver of the provision or of any other provision hereof.
8. SEVERABILITY. In the event that any provision of this Agreement shall be
held to be invalid, illegal or unenforceable in any circumstances, the remaining
provisions shall nevertheless remain in full force and effect and shall be
construed as if the unenforceable portion or portions were deleted.
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9. GOVERNING LAW. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of California.
10. ASSIGNMENT. This Agreement shall be binding upon and inure to the
benefit of the parties and their respective successors and assigns: provided,
however, that the duties of Consultant hereunder shall not be assignable or
delegable by Consultant.
11. EXECUTION IN COUNTERPARTS. This Agreement may be executed by the
parties in counterparts, each of which when so executed and delivered shall be
deemed to be an original and all of which when taken together shall constitute
one and the same agreement.
IN WITNESS WHEREOF, each of the parties has executed this Consulting
Agreement as of the date first written above.
For Maintenance Depot, Inc.
__________________________________ (____________________, _______________)
Signature Please print name and title.
__________________________________ (____________________, _______________)
Signature Please print name and title.
For Solana Capital Partners, Inc.
__________________________
Luke D'Angelo, President
__________________________
Jim Cavataio, Vice President
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