CONSULTING AGREEMENT
This Consulting Agreement ("Agreement") is made effective this day of
January, 1999 by and between Hudson Consulting Group, Inc., a Nevada Corporation
("Consultant"), with principal offices at 268 West 400 South, Suite 300, Salt
Lake City, Utah, 84101 and INTERNATIONAL SOLUBLES CORPORATION, a Florida
Corporation, with a mailing address of 225 South Westmonte, Suite 1170,
Altamonte Springs, Florida 32714 ("Client").
PREMISES
WHEREAS, Client wishes to obtain the financial consulting services of
Consultant.
WHEREAS, Consultant is in the business of providing consulting and
other services to firms, who desire to make complex financial and
structural changes to their firms.
NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements contained herein, and for other good and valuable
consideration, the receipt and adequacy of which is expressly
acknowledged, Client and Consultant agree as follows:
I. ENGAGEMENT OF CONSULTANT - Client hereby retains Consultant to serve Client
in the following areas:
A. Assist Client with the preparation and delivery of a Form 15c2-11
for International Solubles Corporation;
B. Introduction of the client to broker-dealers who can assist
Client and examine the potential of making a market in
International Solubles Corporation's common stock;;
C. Consulting with Client in the requirements of becoming a
non-reporting public entity;
D. Consulting with and assisting Client in the techniques and
preparation of documents for raising capital and acquiring
financing, loans and other sources of capital; and
E. Use its best efforts in completion of the process in obtaining a
quote and locating a broker that will make a market in
International Solubles Corporation's common stock.
F. In the event that the NASD adopts rules or regulations that would
prevent non-reporting public entities from trading on the OTC-BB,
consult with Client as to the options available to create a
reporting public entity or seek a market for the trading of
International Solubles Corporation's securities.
All of the foregoing services collectively are referred to herein as the
"Consulting Services."
II. TERM - This Agreement shall have a term of one (1) year commencing on the
date of this Agreement ("Initial Term"). In the event that Client desires
to engage Consultant further this
71
Page 1
<PAGE>
Agreement shall continue on a month to month basis after the expiration
of the Initial Term for the additional terms provided in an Addendum to
this Agreement executed by both parties, should the parties be so
interested at any particular point.
III. COMPENSATION - In consideration of the Consulting Services contemplated
herein Consultant shall be issued, upon the execution of this Agreement, a
non-refundable engagement fee to be paid as follows:
International Solubles Corporation, as an engagement fee,
shall transfer to a third party escrow agent fifteen percent
(15%) of its issued and outstanding common stock in the name
of the Consultant, such stock is acknowledged to bear a
restrictive legend (the "Engagement Fee"), such shares to be
release by the escrow agent to Consultant upon completion of
the Consulting Services
The client shall pay to Consultant the sum of $30,000.
Consultant agrees to delay payment of this amount until client
has raised $100,000 dollars from any offering of common stock
by the client.
The client shall pay to Consultant $100,000 for the services
provided for herein, such sum shall become due and payable
upon the common stock of the client being publicly quoted and
shall be payable in either cash or the common stock of the
client, the stock to be valued at the average of the bid and
ask price of the shares.
IV. EXPENSES - Client shall be responsible for all expenses associated with
completing the Consulting Services contemplated herein, for which an
initial deposit of two thousand five hundred ($2,500) dollars shall be
placed in an Escrow Account ("fund") towards said expenses. This is in
addition to the Engagement Fee discussed above. Should the Escrow Account
funds set aside for expenses concerning this Agreement fall below $500, and
further expenses in excess of that amount are anticipated, Client shall
promptly replenish the fund pursuant to a reasonable estimate provided by
Consultant. All unused monies in the fund upon the conclusion of the
services shall be promptly returned to Client. The Expenses include but are
not limited to the following:
A. All fees associated with the filing of any forms required by state or
federal agencies to bring about the intent of this Agreement;
B. All fees associated with obtaining the services of a transfer agent,
including fees for printing of certificates evidencing shares of
Client's stock and issuance fees required by the transfer agent;
C. All long distance telephone and facsimile costs incurred by Consultant
and all copying, mail and Federal Express or other express delivery
costs incurred by Consultant and all other expenses reasonably
incurred by Consultant in rendering the Consulting Services
contemplated by this Agreement. Additionally, Client shall be
responsible for and agree to pay all out-of-pocket costs associated
with the process of obtaining a quote of the common stock and/or the
procurement of a broker who will make a market in International
Solubles Corporation's common stock.
72
Page 2
<PAGE>
D. Any and all fees associated with obtaining or providing Consultant
with audited financial statements of International Solubles
Corporation. Consultant will not perform any accounting services
related to Client without obtaining audited financial statements
(NOTE: The cost of this item must be paid for directly by Client, and
does not come out of the Escrow Account reserved for expenses.)
E. Any and all travel, airfare and hotel expenses which Consultant may
reasonably incur in relation to the performance of the Consulting
Services contemplated herein. While circumstances may change, the
parties do not anticipate any travel during this engagement.
V. BEST EFFORTS - Consultant agrees that it will at all times faithfully and
to the best of its experience, ability and talents, perform all the duties
that may be required of and from Consultant pursuant to the terms of this
Agreement. Consultant does not guarantee that its efforts will have any
impact on Client's business or that any subsequent financial improvement
will result from Consultant's efforts.
VI. CONSULTANTS EMPLOYEES - In the event that Client hires any of Consultant's
personnel at any time within two years from the termination of this
Agreement, Client agrees to pay Consultant three (3) times that person's
annual salary, within 30 days after the commencement of that employment.
VII. CLIENT'S REPRESENTATIONS - Client represents, warrants and covenants to
Consultant that each of the following are true and complete as of the date
of this Agreement:
A. Entity Existence. Client is a corporation or other legal entity duly
organized, validly existing, and in good standing under the laws of
the state of their formation, with full power and authority and all
necessary governmental authorizations to own, lease and operate
property and carry on their business as it is now being conducted.
Client is duly qualified to do business in and is in good standing in
every jurisdiction in which the nature of its business or the property
owned or leased by it makes such qualifications necessary.
B. Involvement in Proceedings or Investigations by Securities Regulatory
Authorities .Client or its officers and 10% or more owners, and any
entity which Client or its affiliates or officers control, has not
been previously involved in any litigation, investigations or
proceedings with the United States Securities and Exchange Commission
or any other State or Foreign Securities Regulatory organization, and
is not presently indicted and/or was never convicted of fraud or any
similar crime involving any allegation of dishonesty or theft, nor
found guilty or is currently involved in legal proceedings of such
conduct in a civil context, other than as disclosed and with full and
complete details attached hereto.
C. Disclosure Documents. Client has or will cause to be delivered,
concurrent with the execution of this Agreement, copies of its entity
records as requested to effectuate any transaction contemplated
herein. Documents which Client agrees to provide to Consultant shall
include but not be limited to audited financial statements for the
past three years of International Solubles Corporation's operations or
as long as International Solubles
73
Page 3
<PAGE>
Corporation has been in operation, whichever is less, which have been
audited by a United States Securities and Exchange Commission peer
approved financial auditor, any entity resolutions and any and all
other documents which may in any way relate to the transactions
contemplated in this Agreement.
D. Client's Authority for Agreement. The execution and delivery of this
Agreement and the consummation of the transactions contemplated herein
have been duly authorized by the Client. This Agreement has been duly
executed and delivered by Client and constitutes the valid and legally
binding obligation of Client enforceable in accordance with its terms,
except to the extent that enforceability may be subject to or limited
by bankruptcy, insolvency, reorganization, moratorium or other similar
laws affecting creditor's rights generally. To the best of Client's
knowledge, after due inquiry, the execution and delivery of this
agreement and the consummation of the transactions contemplated herein
will not conflict with any mortgage, indenture, lease, contract,
commitment, agreement, or other instrument, permit, concession, grant,
franchise, license, judgement, order, decree, statute, law, ordinance,
rule or regulation applicable to Client or any of its properties or
assets.
E. Consents and Authorizations. Any consent, approval, order or
authorization of, or registration, declaration, compliance with or
filing with any governmental or regulatory authority required in
connection with the execution and delivery of this Agreement to permit
the consummation by Client and Consultant of the transactions
contemplated herein shall be accomplished in a timely manner and in
accordance with federal and/or state laws where applicable.
F. Minute Books. The minute books of International Solubles Corporation
contain full and complete minutes of all meetings (or written consents
in lieu thereof).
G. Nature of Representations. No representation or warranty made by
Client in this Agreement, nor any document or information furnished or
to be furnished by Client to the Consultant in connection with this
Agreement, contains or will contain any untrue statement of material
fact, or omits or will omit to state any material fact necessary to
make the statements contained therein not misleading, or omits to
state any material fact relevant to the transactions contemplated by
this Agreement.
H. Independent Legal and Financial Advice. Consultant is not a law firm,
neither is it an accounting firm. Consultant does however employ
professionals in that capacity to enable Consultant to provide
consulting services. Client represent that it has not nor will it rely
upon any legal or financial representation made by Consultant, and
that Client has and will continue to seek the independent advice of
legal and financial counsel regarding all material aspects of the
transactions contemplated by this Agreement, including the review of
all documents provided by Consultant to Client and all opportunities
Consultant introduces to Client. Client acknowledge that the
attorneys, accountants and other advisors employed by Consultant
represent the interests of Consultant solely, and that no
representation or warranty has been given to Client by Consultant as
to any legal, tax, accounting, financial or other aspect of the
transactions contemplated by this Agreement.
74
Page 4
<PAGE>
VIII.NON-CIRCUMVENTION- Client agrees to not enter into any other agreements to
provide services for which Consultant has provided services, or enter into
any transaction involving a business opportunity or asset introduced to
Client by Consultant, without compensating Consultant pursuant to this
Agreement. Neither will Client terminate this Agreement solely as a means
to avoid paying Consultant compensation earned or to be earned, or in any
other was attempt to circumvent Consultant.
IX. TERMINATION OF AGREEMENT BY CONSULTANT - Consultant may terminate this
Agreement if any of the following occurs:
A. Payments due under this Agreement are not timely made.
B. In the judgment of the Board of Directors of Consultant, Client's
actions or conduct make it unreasonable for Consultant to perform
under this Agreement. Such acts include, and are or may be perceived
as being in the nature of dishonesty, illegal activities, activities
harmful to the reputation of the Consultant, and activities which may
create civil or criminal liability for the Consultant.
C. Consultant makes a bona fide decision to terminate its business and
liquidate its assets.
D. Client misrepresents its corporate or other entity standing, power to
enter and bind itself to this Agreement, misrepresentation of its
guarantees as indicated below, or any other concealed or
misrepresented material fact which would decrease the binding effect
of this Agreement on Client.
E. If after conduct of a due diligence investigation, Consultant
concludes that an intended offering, or other action contemplated
under this Agreement (the "Transaction"), is not viable, Consultant
may give ten (10) days written notice to Client stating in particular
why the Transaction is not viable, and if after ten (10) days of
receipt of the written notice, Client insists that Consultant continue
performance on the Transaction, Consultant may then terminate the
Agreement, returning all monies received after deductions as indicated
in Subsection "H" below.
F. An unanticipated material change in federal or state laws and/or
regulations makes continued performance under this Agreement
unreasonable.
G. Breach of any provision of this Agreement, and in particular, but not
limited to, not providing audited financial statements in a timely
manner.
H. Notwithstanding the termination of this Agreement, Consultant shall be
entitled to receipt of the charges for the work actually performed up
to the time of termination at its normal consulting rates. Consultant
shall also be entitled to reimbursement of any expenses incurred, up
to the time of termination of this Agreement along with any expenses
incurred as a result of the termination.
X. TERMINATION OF AGREEMENT BY CLIENT - Client may terminate this Agreement
under the following conditions:
75
Page 5
<PAGE>
A. Consultant fails to follow Client's reasonable instructions. Client
must advise Consultant that his actions or inactions are unacceptable
and give Consultant thirty (30) days in which to comply. If Consultant
fails to comply within thirty (30) days, Consultant may be terminated
hereunder by Client's service of notice of termination to Consultant.
B. If, in the judgment of the Board of Directors of Client, Consultant's
actions or conduct would make it unreasonable to require Client to
retain Consultant. Such acts include and are in the nature of,
dishonesty, illegal activities, activities harmful to the reputation
of the Client and activities which create civil or criminal liability
for the Client.
C. Notwithstanding the termination of this Agreement, Consultant shall be
entitled to receipt of all compensation owed pursuant to Section "H"
of Article IX above up to the time of termination of this Agreement,
for work actually performed. Consultant shall also be entitled to
reimbursement of any expenses incurred, up to the time of termination
of this Agreement, along with any expenses incurred as a result of the
termination.
XI. UTILIZATION OF ATTORNEYS - Consultant utilizes attorneys to assist it in
preparing the documentation required to effectuate the transactions
contemplated by this Agreement. The attorneys utilized by Consultant
represent only Consultant, and Consultant's interest in providing
consulting services and do not in an way represent the interests of any
party to this Agreement other than Consultant's. Client are advised, and
have represented, that they will seek independent legal counsel to review
all documentation provided to it by Consultant.
XII. CONSULTANT IS NOT A BROKER-DEALER - Consultant has fully disclosed to
Client that it is not a broker-dealer and does not have or hold a license
to act as such. None of the activities of consultant are intended to
provide the services of a broker-dealer to the Client and Client have been
informed that a broker-dealer will need to be engaged to perform any such
services. Client have full and free discretion in the selection of a
broker-dealer.
XIII.NONDISCLOSURE OF CONFIDENTIAL INFORMATION - In consideration for the
Client entering into this Agreement, Consultant agrees that the following
items used in the Client's business are secret, confidential, unique, and
valuable, and disclosure of any of the items to anyone other than
Consultant's officers, agents, or authorized employees may cause Client
irreparable injury.
A. Non-public financial information, accounting information, plans of
operations, possible public offerings public announcement.
B. Customer lists, call lists, and other confidential customer data;
C. Memoranda, notes or records concerning the technical and creative
processes conducted by Client.
D. Sketches, plans, drawings and other confidential research and
development data or;
E. Manufacturing processes, chemical formulae, and the composition of
Client's products.
76
Page 6
<PAGE>
Consultant shall have no liability to the Client with respect to the
use or disclosure to others not party to this Agreement, of such
information as Consultant can establish to:
A. have been publicly known;
B. have become known, without fault on the part of Consultant, subsequent
to disclosure by Client of such information to Consultant;
C. have been otherwise known by Consultant prior to communication by the
Client to Consultant of such information, or
D. have been received by Consultant at any time from a source other than
Client lawfully having possession of such information.
XIV. PLACE OF SERVICES - The Consulting Services contemplated to be performed by
Consultant will be performed through Consultant's offices; however, it is
understood and expected that Consultant may make contacts with persons and
entities in any other place deemed appropriate by Consultant.
XV. NONEXCLUSIVE SERVICES - Client acknowledge that Consultant is currently
providing services of the same or similar nature to other parties and
Client agree that Consultant is not prevented or barred from rendering
services of the same nature or a similar nature to any other individual or
entity.
XVI. ALL PRIOR AGREEMENTS TERMINATED - This Agreement comprises the entire
agreement and understanding between the parties hereto at the date of this
Agreement as to the subject matter hereof and supersedes and replaces all
proposals, prior negotiations and agreements, whether oral or written,
between the parties hereto in connection with the subject matter hereof,
with the sole exception of an Escrow Agreement to be executed on the same
date. None of the parties hereto shall be bound by any conditions,
definitions, warranties or representations with respect to the subject
matter of this Agreement other than as expressly provided in this Agreement
unless the parties hereto subsequently agree to vary this Agreement in
writing, duly signed by authorized representatives of the parties hereto.
XVII.CONSULTANT IS NOT AN AGENT OR EMPLOYEE OF CLIENT - Consultant's
obligations under this agreement consist solely of the Consulting Services
described herein. In no event shall Consultant be considered to act as the
employee or agent of Client or otherwise represent or bind Client. For the
purposes of this Agreement, Consultant is an independent contractor. All
final decisions with respect to acts of Client or their affiliates, whether
or not made pursuant to or in reliance on information or advice furnished
by Consultant hereunder, shall be those of Client or such affiliates, and
Consultant, its employees or agents shall under no circumstances be liable
for any expense incurred or loss suffered by Client as a consequence of
such action or decisions.
XVIII. CONTINUE OPERATIONS IN SUBSTANTIALLY SAME MANNER - Client will not
transfer, sell or hypothecate, assign or distribute any significant portion
of its assets currently in
77
Page 7
<PAGE>
its possession except upon written notice to the parties to this
Agreement, and Client agrees to continue operations in substantially
the same manner as it is presently functioning, until this agreement
has been consummated.
XIX. MISCELLANEOUS.
A. Authority. The execution and performance of this Agreement have been
duly authorized by all requisite corporate action. This Agreement
constitutes a valid and binding obligation of the parties hereto.
B. Amendment. This Agreement may be amended or modified at any time and
in any manner only by an instrument in writing executed by the parties
hereto.
C. Waiver. No term of this Agreement shall be considered waived and no
breach excused by either party unless made in writing. No consent
waiver or excuse by either party, express or implied shall constitute
a subsequent consent, waiver or excuse.
D. Assignment
1. The rights and obligations of both parties under this Agreement
shall inure to the benefit of and shall be binding upon its
successors and assigns. There shall be no rights of transfer or
assignment of this Agreement by either party except with the
prior written consent of the other party.
2. Nothing in this Agreement, expressed or implied, is intended to
confer upon any person other than the parties and their
successors, any rights or remedies under this Agreement.
E. Notices. Any notice or other communication required or permitted by
this Agreement must be in writing and shall be deemed to be properly
given when delivered in person to an officer of the other party, when
deposited in the United States mails for transmittal by certified or
registered mail, postage prepaid, or when deposited with a public
telegraph company for transmittal or when sent by facsimile
transmission, charges prepaid provided that the communication is
addressed:
1. In the Case of Consultant to: Hudson Consulting Group, Inc.
268 West 400 South, Suite 300
Salt Lake City, Utah 84101
(801) 575-8073
(801) 575-8092 (fax)
Attention: Richard D. Surber,
President
2. In the Case of Client to: 225 South Westmonte, Suite 1170
Altamonte Springs, Florida 32714
(407) 620-1423
(407) 682-0887 (fax)
Attention: Van Sea
78
Page 8
<PAGE>
or to such other person or address designated by Client in writing to
receive notice.
F. Headings and Captions. The headings of paragraphs are included solely
for convenience. If a conflict exists between any heading and the text
of this Agreement, the text shall control.
G. Entire Agreement. This instrument and the exhibits to this instrument
contain the entire Agreement between the parties with respect to the
transaction contemplated by the Agreement. It may be executed in any
number of counterparts but the aggregate of the counterparts together
constitute only one and the same instrument.
H. Effect of Partial Invalidity. In the event that any one or more of the
provisions contained in this Agreement shall for any reason be held to
be invalid, illegal, or unenforceable in any respect, such invalidity,
illegality or un-enforceability shall not affect any other provisions
of this Agreement, but this Agreement shall be constructed as if it
never contained any such invalid, illegal or unenforceable provisions.
I. Controlling Law. The validity, interpretation, and performance of this
Agreement shall be governed by the laws of the State of Utah, without
regard to its law on the conflict of laws. Any dispute arising out of
this Agreement shall be brought in a court of competent jurisdiction
in Salt Lake County, Utah. The parties exclude any and all statutes,
law and treaties which would allow or require any dispute to be
decided in another forum or by other rules of decision than provided
in this Agreement.
J. Attorney's Fees. If any action at law or in equity, including an
action for declaratory relict, is brought to enforce or interpret the
provisions of this Agreement, the prevailing party shall be entitled
to recover actual attorney's fees court costs, and other costs
incurred in proceeding with the action from the other party. The
attorney's fees, court costs or other costs, may be ordered by the
court in its decision of any action described in this paragraph or may
be enforced in a separate action brought for determining attorneys
fees, court costs, or other costs. Should either party be represented
by in-house counsel all parties agree that party may recover
attorney's fees incurred by that in-house counsel in an amount equal
to that attorney's normal fees for similar matters, or, should that
attorney not normally charge a fee, by the prevailing rate charged by
attorneys with similar background in that legal community.
K. Time is of the Essence. Time is of the essence of this Agreement and
of each and every provision hereof
L. Mutual Cooperation The parties hereto shall cooperate with each other
to achieve the purpose of this Agreement, and shall execute such other
and further documents and take such other and further actions as may
be necessary or convenient to effect the transactions described
herein.
M. Indemnification. Client and Consultant agree to indemnify, hold
harmless and, at the party seeking indemnification's sole option,
defend the other from and against all demands, claims, actions,
losses, damages, liabilities, costs and expenses, including without
79
Page 9
<PAGE>
limitation, interest, penalties, court fees, and attorney's fees and
expenses asserted against or imposed or incurred by either party by
reason of or resulting from a breach of any representation, warranty,
covenant condition or agreement of the other party to this Agreement.
Neither party shall be responsible to the other party' for any
consequential or punitive damages.
N. No Third Party Beneficiary. Nothing in this Agreement, expressed or
implied, is intended to confer upon any person, other than the parties
hereto and their successors, any rights or remedies under or by reason
of this Agreement, unless this Agreement specifically states such
intent.
O. Facsimile Counterparts. If a party signs this Agreement and transmits
an electronic facsimile of the signature page to the other party, the
party who receives the transmission may rely upon the electronic
facsimile as a signed original of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement effective the date
herein above written.
Hudson Consulting Group, Inc.
/s/ Richard D. Surber
------------------------------
Richard D. Surber, President
International Solubles Corporation
/s/L. Henry Sarmiento
-----------------------------
L. Henry Sarmiento
80
Page 10
<
