Exhibit No. 10.31
CONSULTING AGREEMENT
This Consulting Agreement ("Agreement") is made and effective this 25th day of
August, 2000 by and between James Dale Davidson ("Consultant") and Natural
Solutions Corporation ("Company").
Now, therefore, Consultant and Company agree as follows:
1. Engagement
Company hereby engages Consultant, and Consultant accepts engagement, to serve
as a consultant to Company. Consultant shall provide the following services to
Company.
i. advise Company in developing its business strategy.
ii. assist Company's management and legal counsel in preparing Company's
business plan, private placement memorandum and other financing
documentation; and
iii. advise Company in developing marketing strategies and identifying joint
venture partners for introducing and marketing its products in various
jurisdictions.
If requested in writing by Company, Consultant agrees, at no additional
compensation, to serve as director as a condition to the continuation of this
Agreement.
2. Term
Unless sooner terminated pursuant to the terms of this Agreement, Consultant
shall provide services to Company pursuant to this Agreement for a term
commencing on the date hereof and ending on the first anniversary hereof. This
Agreement shall be automatically renewed on each anniversary unless either party
shall give the other not less than thirty days' written notice of its intent not
to renew.
3. Place of Work
Consultant shall render services primarily at Consultant's offices, but will,
upon request, provide the services at Company offices or such other places as
reasonably requested by Company as appropriate for the performance of particular
services.
4. Time
Company relies upon Consultant to devote sufficient time as is reasonably
necessary to fulfill the spirit and purpose of this Agreement.
5. Compensation
Company shall pay Consultant $2,500 per month for services performed pursuant to
this Ageement. Payment shall be made monthly in arrears
Company shall bear all of Consultant's reasonable expenses approved in writing
by the Company incurred in the performance of this Agreement.
Company shall pay Consultant quarterly bonuses equal to one percent of net
increases in "market capitalization" from the beginning date of the quarter
through the ending date of such quarter. "Market capitalization" shall be
defined as the number of shares of each equity security issued and outstanding
multiplied by the most recent share sale price. If the security is publicly
traded, the price shall be equal to the average of the daily closing bid and ask
prices for the thirty-day period immediately preceding the determination date.
The determination date shall be the last day of each fiscal quarter. The bonus
shall be payable within fifteen days thereafter, 10% in cash, and 90% in Company
common stock. The initial "market capitalization" is deemed to be $10 million,
and the initial number of shares is deemed to be 20,026,540.
For example, if Company's "market capitalization" is $10,000,000 in Quarter 1
and rises to $20,000,000 in Quarter 2, Company shall pay Consultant a bonus
equal to one percent of $10,000,000 ($20,000,000 - $10,000,000). If in Quarter
3, Company's "market capitalization" remains at $20,000,000, Company shall not
pay Consultant any bonus for Quarter 3. If in Quarter 4, Company's "market
capitalization" rises to $40,000,000. Company shall again pay Consultant a bonus
equal to one percent of $20,000,000 ($40,000,000 - 20,000,000).
Notwithstanding the foregoing, if the market capitalization falls from one
quarter to the next, no bonus shall be payable unless and until the market
capitalization thereafter increases to such a level that it has exceeded its
previous highest level.
For example: If the Company's market capitalization is $10,000,000 in Quarter 1,
and falls to $7,000,000 in Quarter 2, no bonus shall be payable in Quarter 2 or
in any subsequent quarter unless and until the market capitalization in such
subsequent quarter has exceeded $10,000,000.
For purposes of determining the bonus hereunder, "market capitalization" shall
not include any subsequent investments by any current shareholder who owns more
than five percent (5%) of the issued and outstanding capital stock of the
Company until the quarter after such investment has occurred, and then only to
the extent that the per share price of the stock increases after such quarter.
By way of example, if the per share price for purposes of determining market
capitalization is calculated to be $0.50 per share and there are 20 million
shares issued and outstanding, and a five percent (5%) shareholder invests
$1,000,000 to buy 2 million shares, the bonus at the end of the quarter in which
the shareholder invests shall be calculated based on 20 million shares and a per
share price of $0.50. At the end of the next quarter, if the per share price has
increased above $0.50, the bonus shall be calculated based on 22 million shares
and the then current share price. If the per share price has not increased above
$0.50, the bonus shall continue to be calculated based on 20 million shares
until the per share price has increased above $0.50.
6. Covenant Not to Compete
During the term of the Agreement and for a period of one year after, Consultant
shall not, directly or indirectly, either for his own account, as a partner,
shareholder, officer, director, employee, consultant, contractor, agent or
otherwise; own, manage, operate, control, be employed by, participate in,
consult with, perform services for, or otherwise be connected with any business
the same as or similar to the business conducted by the Company. In the event
any of the provisions of this Section 6 are determined to be invalid by reason
of this scope or duration, this Section 6 shall be deemed modified to the extent
required to cure the invalidity. In the event of a breach, or a threatened
breach, of this Section 6, Company shall be entitled to obtain an injunction
restraining the commitments or continuance of the breach, as well as any other
legal or equitable remedies permitted by law. Notwithstanding anything to the
contrary contained in this Section 6, the Consultant may participate in any
capacity with the entities listed on Exhibit A hereto.
7. Confidentiality
During the term of this Agreement, and for two years thereafter, Consultant
shall not, with the prior written consent of Company, disclose to anyone any
Confidential Information. "Confidential Information" for the purposes of this
Agreement shall mean Company's proprietary and confidential information
including, but not limited, customer lists, business plans, marketing plans,
financial information, designs, drawing, specifications, models, software,
source codes and object codes. Confidential Information shall not include any
information that:
A. is disclosed by Company without restriction;
B. becomes publicly available through no act of Consultant;
C. is rightfully received by Consultant from a third party.
8. Termination
Company or Consultant may terminate this Agreement for any reason, with or
without cause, upon ten (10) days' prior notice to the other party. Upon
termination, all services and all compensation shall cease, except that if the
Company terminates this Agreement other than for cause, the Consultant shall be
eligible for the quarterly bonus for the quarter of the termination and for one
additional quarter.
9. Compensation Agreement
Consultant is and throughout this Agreement shall be an independent contractor
and not an employee of Company. Consultant shall not be entitled to nor receive
any benefit normally provided to Company's employees such as, but not limited
to, vacation payment, retirement, health career, workers' compensation,
unemployment compensation, or sick pay. Company shall not be responsible for
withholding income or other taxes from the payments made to Consultant.
Consultant shall be solely responsible for filing all returns and paying any
income, social security or other tax levied upon or determined with respect to
the payments made to Consultant pursuant to this Agreement, indemnifying and
holding Company harmless therefrom.
10. Tools and Supplies
Unless otherwise agreed to by Company in advance, Consultant shall be solely
responsible for procuring, paying for and maintaining any computer equipment,
software, paper, tools or supplies necessary or appropriate for the performance
of Consultant's services hereunder.
11. Controlling Law
This Agreement shall be governed by and construed in accordance with the laws of
Virginia without regard to the choice-of-law principles thereof and any disputes
shall be solely resolved in its courts.
12. Headings
The headings in the Agreement are inserted for convenience only and shall not be
used to define, limit or describe the scope of this Agreement or any of the
obligations herein.
13. Final Agreement
This Agreement constitutes the final understanding and agreement between the
parties with respect to the subject matter hereof and supersedes all prior
negotiations, understandings and agreements between the parties, whether written
or oral. This Agreement may be amended, supplemented or changed only by an
agreement in writing signed by both of the parties.
14. Notices
Any notice required to be given or otherwise given pursuant to this Agreement
shall be in writing and shall be hand delivered, mailed by certified mail,
return receipt requested or sent by recognized overnight courier as follows:
If to Consultant:
James Davidson
321 St. Asaph Street
Alexandria, Virginia 22314
If to Company:
Natural Solutions Corporation
% M.G. Robertson, Chairman
977 Centerville Turnpike, SHB 301
Virginia Beach, Virginia 23463
15. Severability
If any term of this agreement is held by a court of competent jurisdiction to be
invalid or unenforceable, then this Agreement, including all of the remaining
terms, will remain in full force and effect as if such invalid or unenforceable
term had never been included.
IN WITNESS WHEREOF, this Agreement has been executed by the parties as of the
date first above written.
NATURAL SOLUTIONS CORPORATION
/s/ James Dale Davidson /s/ M.G. Robertson
James Dale Davidson M.G. "Pat" Robertson
Chairman of the Board
