CONSULTING AGREEMENT
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THIS CONSULTING AGREEMENT ("Agreement") is made as of the 29th
day of December 1999, by and between 444 Corp. ("Corporation"), a Florida
corporation, and Mel Adler, an individual residing at 1800 NE 114 street Miami,
Florida ("Consultant").
WHEREAS Consultant has considerable knowledge and experience
relating to the business of the Corporation as a result of his prior affiliation
with the Corporation: and
WHEREAS Consultant desires to aid and assist the Corporation as
a consultant by providing certain advisory services to the Corporation; and
WHEREAS the Corporation desires to engage Consultant as a
consultant to render certain advisory services to the Corporation; and
WHEREAS the Corporation and Consultant desire to set forth
herein their understandings and agreements:
NOW THEREFORE, in consideration of the foregoing, of the mutual
promises herein set forth, and of other good and valuable consideration the
receipt and sufficiency of which are hereby acknowledged, the parties hereto,
intending to be legally bound, hereby agree as follows:
1. Engagement of Consultant
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a. The Corporation does hereby appoint and engage Consultant as
its consultant and advisor with respect to the matters
specified in Section 2 hereof for the compensation hereinafter
set forth.
b. Consultant hereby accepts his appointment and engagement by the
Corporation as a consultant and advisor to the Corporation with
respect to the matters specified in Section 2 hereof for the
compensation hereinafter set forth.
2. Activities of Consultant.
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During the term of this Agreement specified in Section 4 hereof
("Term"), Consultant shall undertake for and on behalf of, and
to the extent specifically requested by, the Board of Directors
or the President of the Corporation, to make himself available
to advise the Corporation and its officers and directors at all
reasonable times, by telephone, by letter or in person with
respect to the business of the Corporation and with respect to
past matters or transactions of the Corporation. In addition,
the Consultant shall make himself available, upon reasonable
advance notice, to participate in the Corporation's negotiation
of new, and renegotiation of existing, service contracts.
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3. Compensation of Consultant.
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The Corporation hereby covenants and agrees to pay Consultant
compensation in the form of a combination of cash and stock as
follows:
a. the sum of Seventy Five Thousand Dollars ($75,000) per year,
payable in equal monthly installments, beginning 90 days after
signing, and;
b. car allowance of $750 per month, and;
c. Upon signing Consultant shall receive 50,000 shares and 50,000
two-year options exercisable @ $1.00.
4. Term.
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The Term shall commence as of the date hereof and shall
continue for three (3) years.
5. Expenses; Office Space.
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a. During the Term, the Corporation shall pay or promptly
reimburse Consultant for all travel, entertainment, telephone,
and other expenses paid or incurred by Consultant in connection
with the performance of his activities, responsibilities, and
services under this Agreement, upon presentation of expense
statements, vouchers, or other evidence of expense in
conformity with the Corporation's requirements with respect to
the manner of reporting of such expenses and the prior approval
of all travel and entertainment expenditures.
b. The Corporation shall provide Consultant, a private office and
with reasonable secretarial and other support services that may
be needed from time to time.
6. Representations and Warranties of the Corporation.
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The Corporation represents and warrants to Consultant as
follows:
a. The Corporation is a corporation duly organized, validly
existing and in good standing under the laws of its
jurisdiction of incorporation.
b. The Corporation has full power and legal right and authority to
execute, deliver, and perform this Agreement, the officers
executing this Agreement on behalf of the Corporation have full
power and authority to do so and this Agreement is binding upon
and enforceable against the Corporation in accordance with its
terms.
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c. There is (i) no suit, action, proceeding or claim, (ii) no
investigation or inquiry by any administrative or governmental
body, and (iii) no legal, administrative agency or arbitration
proceeding pending or, to the best of the Corporation's
knowledge, threatened against the Corporation or to which the
Corporation is or might become a party, which questions or
challenges the validity of this Agreement, or any action taken
pursuant to this Agreement by the Corporation, and to the best
knowledge of the Corporation there is no basis or ground for any
suit, action, claim, investigation, inquiry or proceeding.
7. Covenants of the Corporation.
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a. The Corporation shall promptly forward to Consultant any mail,
telephone messages, telegrams, notices, or other papers or
documents of a personal nature that are delivered to, or
received by, the Corporation.
b. The Corporation shall indemnify and hold harmless Consultant
fully, completely, and absolutely against and in respect of
(i) any and all losses and damages resulting from any
misrepresentation or breach of any warranty, covenant, or
agreement by the Corporation made or contained in this
Agreement, and (ii) any and all actions, suits, proceedings,
claims, demands, judgments, costs, and expenses, including
attorneys' fees, incident to the foregoing.
8. Independent contractor.
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Consultant shall at all times be an independent contractor,
rather than a coventurer, agent, employee, or representative of
the Corporation. The Corporation hereby acknowledges that
Consultant may engage directly or indirectly in other
businesses and ventures, not otherwise proscribed by the
Non-competition Agreement of even date herewith between the
Corporation and Consultant, and shall not be required to
perform any services under this Agreement when, or for such
periods in which, the rendering of services shall unduly
interfere with Consultant's other businesses and ventures
provided that such undertakings of Consultant shall not preempt
Consultant's availability during the Term
9. Binding effect; assignment.
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This Agreement shall be binding upon, and shall inure to the
benefit of, Consultant and the Corporation and their respective
heirs, executors or administrators, personal and legal
representatives, estate, legatees, and successors. The
obligations under this Agreement may not be assigned by the
Corporation or Consultant without the prior written consent of
the other party hereto, except that this Agreement may be
assigned by the Corporation to any entity controlled by, or
under common control with, the Corporation.
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10. Notices.
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All notices and other communications hereunder or in connection
herewith shall be deemed to have been duly given if they are in
writing and delivered personally or sent by registered or
certified mail, return receipt requested and first-class
postage prepaid. They shall be addressed:
a. to Russell Adler, c/o Regenesis Holdings, Inc., 940 Washington
Avenue 4th Floor, Miami Beach, Florida 33401, if to the
Corporation and
b. to Mel Adler, 1800 NE 114 st Miami, Florida 33181, if to
Consultant, unless notice of a change of address is given to
either party by the other pursuant to the provisions of this
Section 10.
11. Governing law.
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This Agreement shall be governed by and construed under the
laws of the State of Florida.
12. Miscellaneous.
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a. This Agreement shall constitute the only agreement between the
Corporation and Consultant relating to the subject matter of
Sections 1 and 2 hereof, and no representations, promises,
understandings, or agreements, oral or otherwise, not herein
contained shall be of any force or effect.
b. No modification or waiver of any provision of this Agreement
shall be valid unless it is in writing and signed by the party
against whom it is sought to be enforced. No waiver at any time
of any provision of this Agreement shall be deemed a waiver of
any other provision of this Agreement at that time or a waiver
of that or any other provision at any other time.
c. The captions and headings contained herein are solely for
convenience and reference and do not constitute a part of this
Agreement or affect in any way the meaning or interpretation of
this Agreement.
d. To the extent possible, each provision of this Agreement shall
be interpreted in a manner as to be valid, legal and
enforceable. Any term or provision of this Agreement, which is
invalid or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective solely to the extent of such
provision, which is invalid or unenforceable within rendering
invalid or unenforceable the remaining terms and conditions
hereof.
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IN WITNESS WHEREOF, the Corporation has caused this Agreement
to be executed by its duly authorized officers and its corporate seal to be
affixed hereto, and Consultant has executed this Agreement, all effective as of
the day and year first above written.
REGENESIS HOLDINGS, INC.
By: /s/ Russell Adler
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Russell Adler
Chairman
CONSULTANT:
By: /s/ Mel Adler
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Mel Adler
444 Corp.
By: /s/ Mel Adler
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Name: Mel Adler
Title: President
