EXHIBIT 10.57
Consulting Agreement
This Consulting Agreement made and entered into the 25 day October of 2000, by
and between Surgical Safety Products, Inc. (SURG), located at 3665 Bee Ridge
Road, Suite 300, Sarasota, Florida 34233, hereinafter referred to as ("the
Company") and Global Development Advisors, Inc. (GDA), located at 4718 Lillian
Ave., Palm Beach Gardens, Florida 33418, hereinafter referred to as
("Consultant"). On an exclusive basis for a period of three months:
WITNESSETH
Whereas Consultant provides corporate growth development consulting
services;
Whereas the Company desires to engage the services of GDA in accordance
with the terms and conditions set forth in this Agreement which now consolidates
and supercedes any agreement now in effect and:
NOW, THEREFORE, for valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Duties of Consultant - Consulting Services: Consultant will provide such
consulting services and advice pertaining to the Company's business affairs as
the Company may from time to time reasonably request. Without limiting the
generality of the foregoing, Consultant will assist the Company in business and
strategic planning, growth oversight, corporate finance and corporate
development, develop sales and marketing material, design a business plan if
requested, set and attend road shows with investment banking firms as required,
and assist in developing, studying, and evaluating merger and acquisition
proposals, based upon documentary information provided to Consultant by the
Company and any other such business matters as may be needed. The services
described shall be rendered by Consultant without any direct supervision by the
Company and at such time and place and in such manner (whether by conference,
telephone, letter or otherwise) as Consultant may determine.
* Strategic Plan Implementation: Review of corporate plans, acquisitions,
joint ventures, new products and technology and overall corporate direction
to ensure that the approach has the potential to add significant value to
the Company's market value. Consultant will design and present for review a
Financial Package, Analyst Report, Road Show plan and review existing
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business plan. Consultant will continue to work with the Company to make
any necessary changes to the package over the coming year.
* Investor Relations Oversight: These include assistance and coordination and
monitoring of current Investor effort, with the Company's Investor
Relations Firm to develop marketing approaches for broadening the Company's
shareholder base, review and periodic updating of the Company's story
presentations to the investment community, review of internal investor
relations including top management, interface with the investment
community, review and selection of events and press releases which could
have impact on the Company's stock, and etc
* Capital Markets Advisory Work: Consultant provides an experienced
sounding-board to evaluate proposed corporate financing including bank and
debt financing, and lease finance arrangements which the Company may
periodically undertake.
2. Compensation: In consideration of the services provided by GDA under the
Agreement the Company agrees to pay the following: An initial payment up front,
non-refundable, of 150,000 shares of Common Stock to be included in the upcoming
registration statement. The Company can extend this contract under terms and
conditions acceptable to all parties.
3. Out of Pocket Expenses: The Company agrees to pay certain mutually agreed
upon out of pocket expenses, which will be, billed monthly. All expenses will be
agreed upon in advance by the Company.
4. Relationship: Nothing herein shall constitute Consultant as an employee or
agent of the Company, except to such extent as might hereinafter be expressly
agreed, Consultant shall not have the authority to obligate or commit the
Company in any manner whatsoever.
5. Confidentiality: Except in the course of the performance of its duties
hereunder, Consultant agrees that it shall not disclose any trade secrets,
know-how, or other proprietary information not in the public domain learned as a
result of this Agreement unless and until such information becomes generally
known.
6. Term: This agreement shall be for a period of three months unless extended by
the Company.
7. Assignment and Termination: This Agreement shall not be assignable by any
party except to successors to all or substantially all of the business of either
party for any reason whatsoever
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without the prior written consent of the other party, which consent may be
arbitrarily withheld by the party whose consent is required.
8. Governing Law: This Agreement shall be deemed to be a contract made under the
laws of the State of Florida and for all purposes shall be construed in
accordance with the laws of said State.
AGREED AND ACCEPTED:
By: Surgical Safety Products, Inc.
Name: ________________________________
Title: ________________________________
Date: ________________________________
AGREED AND ACCEPTED:
By: Global Development Advisors, Inc.
Name: ________________________________
Noreen G. Wilson
Title: President
Date: ________________________________
