Consulting Agreement - Boulder Hill INc. and Zenascent Inc.
CONSULTING AGREEMENT
AGREEMENT, effective of the 9th day of September, 2002 (the "Agreement"), by and
between Boulder Hill, Inc (the "Consultant") having an office located at 210
Boulder Ridge Road, Scarsdale New York 10583 and Zenascent, Inc. (the
"Company"), having an office located at One Montauk Highway, South Hampton, New
York 11968.
WITNESSETH:
WHEREAS, the Consultant is a corporation with substantial expertise which the
Company deems of great value to its continued operations;
WHEREAS, the Consultant has been requested by the Company to provide consulting
services for the Company;
WHEREAS, Consultant and the Company desire to expand their relationship, and the
Company desires to enter into a formal consulting agreement with the Consultant
pursuant to which it will engage the Consultant for general consulting services,
including advice regarding financing, mergers, acquisitions and related matters.
NOW, THEREFORE, in consideration of the mutual promises contained herein, the
parties hereto hereby agree as follows:
1. TERM. Consultant hereby agrees to act as consultant on behalf of the Company
for two (2) years commencing as of the date hereof (the "Term").
2. SERVICES. The consulting services to be provided by Consultant during the
Term shall be to advise and consult the Company regarding general business
matters including, but not limited to the evaluation and analysis of management
needs, prospective mergers, asset, business or other acquisition and other
business combinations (hereinafter "Business Combinations") that the Company may
ask the Consultant to undertake. In addition the consultant will assist Company
with negotiating of all contracts, documents and work with the Company's legal,
accounting and investment banking advisors. Consultant agrees to devote such
time toward the performance of its duties hereunder as it deems reasonably
necessary. It is not intended that such services require full time and effort by
Consultant or any of its employees. The Company acknowledges that Consultant
and/or its affiliates will provide consulting advice (of all types contemplated
by this Agreement and otherwise) to others, as well as to the Company. Nothing
herein contained shall be construed to limit and restrict Consultant in
conducting such business with respect to others, or in rendering such advise to
others. It is contemplated that the services of Consultant shall be performed in
the City and State of New York and nothing shall require Consultant to attend
meetings more frequently than four days in any calendar month. In addition to
the Compensation hereinafter set forth, Consultant shall be reimbursed for any
and all expenses that his services will require, including, parking, tolls and
meals. In the event Consultants services are requested outside of the New York
City Metropolitan area Company shall provide Consultant with transportation to
and from the location outside the New York Metropolitan area and hotel
accommodations. Company shall advise Consultant at least 30 days in advance of
the date, time and place of any contemplated meeting and shall be subject to
Consultant's prior commitments.
3. COMPENSATION FOR SERVICES. For and in consideration for the services rendered
and to be rendered by Consultant as provided in Section 2 herein and in addition
to any other compensation previously or subsequently agreed to be paid to
Consultant, Company shall pay to Consultant the following: 300,000 shares (the
"Shares") of unregistered and restricted common stock of Zenascent, Inc. upon
execution of this Agreement and an additional 250,000 shares ("Additional
Shares"; together with the Shares, the "Securities") of unregistered and
restricted common stock of Zenascent, Inc. on September 9, 2003. Notwithstanding
the above, Consultant acknowledges that Company may not currently have
sufficient shares of common stock authorized and unissued to allow the issuance
of the Shares. The Company agrees to use its reasonable commercial efforts to
amend its structural documents to allow for such issuance or conversion. The
foregoing shall be referred to as "Compensation". The Securities shall have the
benefits of piggyback registration rights. The Securities have not been
registered under the Securities Act of 1933, as amended (the "Securities Act"),
or applicable state securities laws. The Securities have been acquired for
investment and not with a view to their distribution or resale, and may not be
resold, pledged or otherwise transferred without an effective registration
statement for such securities under the Securities Act or applicable state
securities laws or an opinion of counsel satisfactory to Zenascent that such
registration statement is not required.
4. ADDITIONAL COMPENSATION. The Company agrees, that in the event the Consultant
shall secure one or more individuals or entities that provide Financing for
Company, the Company shall pay the Consultant a cash fee equal to ten percent
(10%) of the total amount of Financing paid to the Company (the "Cash Fee"). The
Cash Fee shall be payable at each closing(s) of a Financing transaction. The
Company agrees, that in the event the Company engages in any fight promotion as
a lead promoter, Consultant shall receive at no cost four ringside tickets to
that event. The tickets shall be sent to Consultant at least one week prior to
event.
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5. ENTIRE AGREEMENT; WAIVERS; EXHIBITS. This Agreement supersedes any and all
agreements, arrangements and understandings between the parties hereto, entered
into or reached prior to the date hereof. No amendment, waiver or discharge of
any provisions hereof shall be effective unless in writing signed by the parties
hereto. All Exhibits attached hereto or incorporated herein by reference,
together with this Agreement, shall be and is one complete agreement and
constitute the entire agreement between the parties. This Agreement shall inure
to the successors and assigns of the parties hereto.
6. NOTICES. All notices and other communications hereunder shall be in writing
and shall be deemed to have been given when delivered personally or three days
after being sent by registered or certified mail, postage prepaid, return
receipt requested, to the address set forth on the first page of this Agreement
or such other address as any party may notify the other pursuant hereto.
7. HEADINGS. The headings in the Agreement are for purposes of reference only
and shall not be considered in construing this Agreement.
8. CONSENT TO SERVICE OF PROCESS; JURISDICTION; VENUE. Each of the parties
hereto hereby consents to the personal jurisdiction of the United States
District Court for the Southern District of New York in any action, suit or
proceeding arising under this Agreement and agrees to bring any such action,
suit or proceeding only in such courts.
9. ASSIGNMENT. This Agreement may not be assigned by any party without the
express written consent of the other party.
10. GOVERNING LAW. This Agreement shall be governed and interpreted in
accordance with the laws of the State of New York, without regard to the
conflict of laws principles thereof or the actual domiciles of the parties
hereto.
11. CONFIDENTIAL INFORMATION. During the Term of this Agreement and at all times
thereafter, Consultant agrees that it will keep confidential and will not use or
divulge to any person, firm or corporation, without Company's specific, prior
consent in writing (i) any confidential information concerning the business
affairs of Company, or any of its affiliates; (ii) any trade secrets of Company,
or any of its affiliates; or (iii) any other specialized information or data
relating to Company, the Company's Proprietary Rights, or any participants
therein, heretofore or hereafter learned, acquired or coming to Consultant's
knowledge during the Term. Notwithstanding the above, the Consultant shall have
no liability to Company with regard to information which (i) was generally known
and available in the public domain at the time it was disclosed or becomes
generally known and available in the public domain through no fault of
Consultant; (ii) was known to Consultant at the time of disclosure as shown by
the files of Consultant in existence at the time of disclosure; (iii) is
disclosed with the prior written approval of Company; (iv) was independently
developed by Consultant without any use of confidential information and by
employees or other agents of Consultant who have not been exposed to such
confidential information; (v) becomes known to Consultant from a source other
than Company without breach of this Agreement by Consultant and otherwise not in
violation of Company's rights; and (vi) is disclosed pursuant to the order of a
court, administrative agency or other governmental body; provided, that
Consultant shall provide prompt, advance notice thereof to enable Company to
seek a protective order or otherwise prevent such disclosure, and provided that
Consultant's disclosure is limited to that expressly required by such court,
administrative agency or other governmental body.
12. INDEPENDENT CONTRACTOR RELATIONSHIP, The services rendered by Consultant to
the Company pursuant to this Agreement shall be as an independent contractor,
and this Agreement does not make Consultant the employee, agent or legal
representative of the Company for any purpose whatsoever, including, without
limitation, participation in any benefits or privileges given or attended by the
Company to its employees. No right or authority is granted to Consultant to
assume or to create any obligation or responsibility, express or implied, on
behalf of or in the name of the Company. The Company shall not withhold for
Consultant any federal or state taxes from the amounts to be paid to Consultant
hereunder, and Consultant agrees that it will pay all taxes due on such amounts.
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IN WITNESS WHEREOF, each of the parties has caused this Agreement to be duly
executed and delivered in its name and on its behalf, all effective as of the
date first written above.
CONSULTANT:
BOULDER HILL, INC.
/s/ GARY ROGERS
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NAME: GARY ROGERS
TITLE: VICE PRESIDENT
COMPANY:
ZENASCENT, INC.
/s/ JAMES DILORENZO
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NAME: JAMES DILORENZO
TITLE: EXECUTIVE VICE PRESIDENT