THIS CONSULTING SERVICES AGREEMENT (this”Agreement”), dated as of June 15, 2006 by and between Monumental Marketing,Inc., a Nevada corporation (the “Company”), and Casprey Capital Corp, of 161Liberty Ave. Staten Island, New York 10305 (“Consultant”).
WHEREAS, Company desires to retainConsultant to consult with and advise the Company and Consultant is willing toprovide such services:
NOW, THEREFORE, in consideration of themutual undertakings contained herein, the parties agree as follows:
The Company hereby engages Consultant asan independent contractor and not as an employee, to render consulting servicesto the Company as hereinafter provided and Consultant hereby accepts suchengagement for a period commencing on June 15, 2006 and ending on the June 14,2007. Consultant agrees that Consultant will not have any authority to bind oract on behalf of the Company. Consultant shall at all times be an independentcontractor hereunder, rather than an agent, co-venturer, employee orrepresentative of the Company. The Company hereby acknowledges and agrees thatConsultant may engage directly or indirectly in other businesses and venturesand shall not be required to perform any services under this Agreement when, orfor such periods in which, the rendering of such services shall unduly interferewith such other businesses and ventures, providing that such undertakings do notcompletely preempt Consultant’s availability during the term of this Agreement.Neither Consultant nor his employees will be considered by reason of theprovisions of this Agreement or otherwise as being an employee of the Company oras being entitled to participate in any health insurance, medical, pension,bonus or similar employee benefit plans sponsored by the Company for itsemployees. Consultant shall report all earnings under this Agreement in themanner appropriate to its status as an independent contractor and shall file allnecessary reports and pay all taxes with respect to such payments.
1. Subject to the termsand conditions of this Agreement, the Company hereby engages the Consultant, andConsultant hereby accepts the engagement, to provide advice, analysis andrecommendations (the “Services”) to the Company with respect to the following:
|A.||Identifying prospective strategic partners and strategic alliances;|
|B.||Corporate planning, strategy and negotiations with potential strategic business partners and/or other general business consulting needs as expressed by Client;|
|D.||Financial strategies and resources;|
|E.||Periodic reporting as to developments concerning the industry which may be relevant or of interest or concern to the Client or the Client’s business.|
During the term of this Agreement,Consultant shall render such consulting services as the Company from time totime reasonably requests, which services shall include but not be limited tothose rendered by Consultant to Company prior to the date hereof; provided that:
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(a) Tothe extent practicable such services shall be furnished only at such time andplaces as are mutually satisfactory to the Company and Consultant; and
(b)Consultant shall devote as much time as needed in performing such services andshall not be required to perform any services hereunder while Consultant is onvacation or suffering from an illness.
2.Compensation and Expenses. For the Services provided by the Consultant, theCompany (i) shall compensate the Consultant by delivering to the Consultant, notlater than July 1, 2006, Two Million Three hundred Thousand (2,300,000) sharesof 144 restricted common stock of the Company (“Common Stock”). “144” meansshares that may be sold by the Consultant at any such time that 144requirements have been complied with, free of any contractual restriction ontransfer and which have been appropriately listed or registered for such sale onall securities markets on any shares of the Common Stock then currently solisted or registered; and (ii) the Company shall be responsible, on apre-approved basis, for the payment of the reasonable out-of-pocket costs andexpenses of Consultant incurred prior to, or on or after the date of thisAgreement, in connection with its engagement under this Agreement. The Companyshall reimburse Consultant for such costs and expenses as they are incurred,promptly after receipt of a request for reimbursement fromConsultant.
3.Successors and Assigns. This Agreement is binding upon and inures to the benefitof the Company and its affiliates, successors and assigns and is binding uponand inures to the benefit of Consultant and his successors and assigns; providedthat in no event shall Consultant’s obligations to perform the Services bedelegated or transferred by Consultant without the prior written consent of theCompany.
4. Term.This Agreement shall commence on the date hereof and, unless sooner terminatedin accordance with the provisions of Section 5 hereof, shall expire on June 14,2007.
5.Termination. Either the Company or Consultant may terminate this Agreement formaterial breach upon at least thirty (30) days prior written notice specifyingthe nature of the breach, if such breach has not been substantially cured withinthe thirty (30) day period.
6.Independent Contractor Relationship. Consultant and the Company are independentcontractors and nothing contained in this Agreement shall be construed to placethem in the relationship of partners, principal and agent, employer/employee orjoint ventures. Neither party shall have the power or right to bind or obligatethe other party, nor shall it hold itself out as having such authority.
7.Indemnification. Company shall indemnify and hold harmless the Consultant fromand against any and all losses, damages, liabilities, reasonable attorney’sfees, court costs and expenses resulting or arising from any third-party claims,actions, proceedings, investigations, or litigation relating to or arising fromor in connection with this Agreement, or any act or omission by Company.
8.Notice. For the purpose of this Agreement, notices and all other communicationsprovided for herein shall be in writing and shall be deemed to have been dulygiven (i) when delivered, if personally delivered, (ii) when sent by facsimiletransmission, when receipt therefore has been duly received, or (iii) whenmailed by United States registered mail, return receipt requested, postageprepaid, or by recognized overnight courier, addressed set forth in the preambleto this Agreement or to such other address as any party may have furnished tothe other in any writing in accordance herewith, except that notices of changeof address shall be effective only upon receipt.
9.Miscellaneous. No provisions of this Agreement may be modified, waived ordischarged unless such waiver, modification or discharge is agreed to in writingsigned by authorized officers of each party. No waiver by either party hereto ofor compliance with, any condition or provision of this Agreement to be performedby such other party shall be deemed a waiver of similar or dissimilar
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provisions or conditions at the same orat any prior or subsequent time. No agreements or representations, oral orotherwise, express or implied, with respect to the subject matter hereof havebeen made by either party which are not set forth expressly in this Agreement.The validity, interpretation, construction and performance of this Agreementshall be governed by the internal laws of the State of Nevada. Any controversyarising under or in relation to this Agreement shall be settled by bindingarbitration in Las Vegas, Nevada in accordance with the laws of the State ofNevada and the rules of the American Arbitration Association.
10.Counterparts. This Agreement may be executed in one or more counterparts, eachof which shall be deemed to be an original but all of which together willconstitute one and the same instrument.
11.Severability. If in any jurisdiction, any provision of this Agreement or itsapplication to any party or circumstance is restricted, prohibited orunenforceable, such provision shall, as to such jurisdiction, be ineffectiveonly to the extent of such restriction, prohibition or unenforceability, withoutinvalidating the remaining provisions hereof and without affecting the validityor enforceability of such provision in any other jurisdiction or its applicationto other parties or circumstances. In addition, if any one or more of theprovisions contained in this Agreement shall for any reason in any jurisdictionbe held to be excessively broad as to time, duration, geographical scope,activity or subject, it shall be construed, by limiting and reduction it, so asto be enforceable to the extent compatible with the applicable law of suchjurisdiction as it shall then appear.
IN WITNESS WHEREOF, this ConsultingAgreement has been executed by the Company and Consultant as of the date firstwritten above.
Signature ofConsultant :
|Name:||Casprey Capital Corp|
|Address:||161 Liberty Ave.|
|Staten Island, New York 10305|
|Signature:||/s/ James Yeung|
|James Yeung, President|
Signature of Company:
|Name:||Monumental Marketing, Inc.|
|Address:||7 Abba Hillel St.
P.O. Box # 31
Ramat Gan 52522
|Signature:||/s/ Haim Karo|
|Haim Karo, President|
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