Sample Business Contracts

Consulting Agreement - Gingrich Group LLC and Millennium Plastics Corp.

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MADE by and between:

                           THE GINGRICH GROUP, LLC
                            3200 Windy Hill Road
                                 Suite 900W
                           Atlanta, Georgia 30339


                       Millennium Plastics Corporation
                            6265 S. Stevenson Way
                             Las Vegas, NV 89120

WHEREAS, The Gingrich Group, LLC ("Consultant") provides communication and
management consulting services to a variety of industries; and

WHEREAS,  Millennium Plastics Corporation  ("Company") a Nevada Corporation
seeks to retain Consultant to render to Company such consulting services; and

WHEREAS, Consultant is ready, willing and able to render such consulting and
advisory services to Company as hereinafter described on the terms and
conditions more fully set forth below.

NOW, THEREFORE, in consideration of the mutual promises and covenants set
forth in this Agreement ("Agreement"), the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:

1.  CONSULTING SERVICES.  The Gingrich Group agrees:

     (a)  To assist in the area of strategic planning and the development of
approaches to business opportunities and challenges.

          (b)  To assist Company in introducing its services and products
to organizations and individuals that can benefit from Company's innovative
capabilities or can otherwise help Company in meeting its business


a)   It is acknowledged and agreed by Company that Consultant is not
  rendering legal advice or performing accounting services, nor acting as an
  investment advisor or broker-dealer within the meaning of applicable state
  and federal securities laws.


b)   It is further acknowledged and agreed by Company that Consultant does
  not provide lobbying services of any kind or participate in lobbying

c)   Consultant agrees to perform its consulting duties hereto as an
  independent contractor.  Nothing contained herein shall be considered as
  creating an employer-employee relationship between the parties to this

d)   Consultant retains the right to control or direct the manner in which
  the services described in paragraph 1 are to be performed.  However, Company
  will provide  Consultant with reasonable access to Company marketing
  information, records, and personnel that are required to support Consultant
  in properly performing under the Agreement.

e)   The parties hereto acknowledge and agree that Consultant cannot
  guarantee the results or effectiveness of any of the services rendered or to
  be rendered by Consultant hereunder. Rather, Consultant shall use its best
  efforts to conduct its services and affairs in a professional manner and in
  accordance with good industry practice.

3.   TERM OF AGREEMENT.  Consultant's engagement hereunder shall have an
initial term of one (1) year, commencing on January 15,2001, subject to
termination as hereinafter provided in Section 5.  Unless otherwise
terminated as provided herein, the term of this Agreement shall automatically
renew on a year-to-year basis at the end of the initial term and each
subsequent renewal term unless either party gives written notice of non-
renewal to the other at least ninety (90) days prior to the last day of the
initial term or the then-current renewal term.  Expiration of or failure to
renew this Agreement shall be without prejudice to any rights to compensation
or other payment of Consultant pursuant to Section 4.


a)   In consideration of the services provided for Company by Consultant as
  fully set forth in Section 1, Consultant will be paid a cash retainer of
  $7500 per month, the first month's retainer is payable upon execution of this
  agreement and all subsequent months retainers will be due on the first (1st)
  day of that month.

b)   Company will provide Consultant with 240,000 stock options to purchase
  shares of Company's common stock, with an exercise price of eighty-five cents
  ($0.85) per share and vesting of twenty thousand (20,000) shares per month
  commencing with the "date of grant" as described in paragraph 11 of the Stock
  Option Agreement, with an expiration of 2 years from the date of grant. (See
  Stock Option Agreement attached hereto as Exhibit A)

c)   Company shall reimburse Consultant for all reasonable expenses and
  disbursements incurred by Consultant in connection with its performance under
  this Agreement.  A monthly limit of $2,500 will apply to all reimbursed
  expenses unless prior written approval has been granted by Company


d)   Consultant shall be responsible for all taxes, levies and charges that
  may accrue to Consultant by virtue of the compensation, reimbursements, or
  other payments to be paid or made to it hereunder.  Company shall make all
  payments hereunder without deduction or withholding of any taxes, levies,
  duties, charges, or expenses whatsoever.  Company's obligations under this
  Section 4 shall be performed without any right to invoke set-off, deduction
  or similar rights.


a)   Either party may terminate this Agreement by and upon delivery of
  written notice to the other at any time if such other party:  (i) makes an
  assignment for the benefit of creditors; (ii) becomes adjudicated bankrupt;
  (iii) files a voluntary petition in bankruptcy or a voluntary petition or an
  answer seeking reorganization, arrangement, readjustment of its debts or for
  any other kind of relief under Title 11 of the United States code or a
  successor or state insolvency law ("Bankruptcy Law"); (iv) has filed against
  it an involuntary petition in bankruptcy or seeking reorganization,
  arrangement, readjustment of its debts or for any other relief under the
  Bankruptcy Law, which petition is not discharged within 30 days; or (v)
  applies for or permits the appointment of a receiver or a trustee for its
  assets.  Termination under this Subsection 5(a) shall be without prejudice to
  any rights to compensation or other payment of Consultant pursuant to Section
  4 above.

b)   Either party may terminate this Agreement if the other party is in
  material breach of any of the representations or warranties set forth herein,
  or fails to perform or is otherwise in breach of any of its other material
  obligations under this Agreement and, after receiving written notice of such
  breach from the other party exercising its right to terminate this Agreement,
  does not remedy such breach within thirty (30) days after receipt of such
  written notice, in which case this Agreement shall terminate upon the
  expiration of such period.  In addition, Consultant may terminate this
  Agreement by and upon delivery of written notice to Company at any time if
  Company shall violate any law, ordinance, permit or regulation of any
  governmental entity, except for violations which either singularly or in the
  aggregate do not have or will not have a material adverse effect on the
  operations of Company.  Termination by Consultant under this Subsection 5(b)
  shall be without prejudice to any rights to compensation or other payment of
  Consultant pursuant to Section 4 above.

c)   Notwithstanding other terms, in the event that Speaker Newt Gingrich
  enters the employment of the United States Government, or officially
  announces that he is seeking public office, this Agreement shall terminate on
  that date.  If either of these events were to occur, Consultant would effect
  an orderly transition with regard to its obligations under this Agreement.


d)   Either party may terminate this Agreement by and upon delivery of ninety
  (90) days' written notice to the other party.


a)   The Gingrich Group and Company acknowledge that in the course of this
  relationship, they each may be exposed to or acquire information that is
  proprietary to or confidential to the other party.  The parties agree to hold
  such information in strictest confidence and not to copy, reproduce, sell,
  assign, license, market, transfer, give or otherwise disclose such
  information to third parties or to use such information for any purposes
  whatsoever, without the express written permission of the other party, other
  than for the performance of obligations hereunder or as otherwise agreed to
  herein, and to advise each of their employees, agents and representatives of
  their obligations to keep such information confidential.

b)   The parties shall use reasonable efforts to assist each other in
  identifying and preventing any unauthorized use or disclosure of any
  confidential information.  Without limitation of the foregoing, the parties
  shall use reasonable efforts to advise each other immediately in the event
  that either learns of or has reason to believe that any person who has had
  access to confidential information has violated or intends to violate the
  terms of this Agreement, and will reasonably cooperate in seeking injunctive
  relief against any such persons.

c)   Notwithstanding the obligations set forth in the preceding paragraphs,
  the confidentiality obligations of the parties shall not extend to
  information that: (i) is, as of the time of its disclosure or thereafter
  becomes, part of the public domain through a source other than the receiving
  party; (ii) was rightfully known to the receiving party as of the time of its
  disclosure; (iii) is independently developed by the receiving party or is
  subsequently learned from a third party not under a confidentiality
  obligation to the providing party; or (iv) is required to be disclosed
  pursuant to a duly authorized subpoena, court order, or government authority,
  whereupon the disclosing party shall provide prompt written notice to the
  other party prior to such disclosure, so that such party may seek a
  protective order or other appropriate remedy.  In the event that a protective
  order or other appropriate remedy is not obtained, the disclosing party
  agrees to disclose only that portion of the confidential information that is

d)   Except as required by law, and with as much notice to the other party as
  possible, neither The Gingrich Group nor Company will disclose to a third
  party any of the details connected with this Agreement.  Notwithstanding the
  foregoing, unless notified otherwise by Company, The Gingrich Group may
  include Company in any client list that it provides to individual prospective
  clients for marketing purposes.  Similarly, Company may acknowledge a
  consulting relationship with The Gingrich Group in discussions with investors
  and partners when appropriate.  This sentence will not be deemed to authorize
  Company to include The Gingrich Group or Speaker Newt Gingrich's name in any
  advertisements, publications or commercial websites without specific written

e)   All obligations relating to confidential and proprietary information
  shall survive the termination of this relationship.

7.  COMMUNICATIONS CONSIDERATIONS.  The Gingrich Group and Company will
ensure that any news releases or written public statements directly
referencing the other will be mutually reviewed and approved before release.
Company will notify The Gingrich Group about news media inquiries made
concerning Speaker Gingrich or The Gingrich Group's business relationships.

8.  CONFLICT OF INTEREST.  The Gingrich Group shall be free to perform
services for other persons, corporations, and institutions. Consultant will
notify Company within ten (10) days of its intent to perform consulting
services for any other person or entity which conflicts with Consultant's
obligations under this Agreement.  Upon receiving such notice, Company may
terminate this Agreement or consent to Consultant's outside consulting

9.  INDEMNITY BY COMPANY.   Company shall protect, defend, indemnify, and
hold Consultant and its assigns and attorneys, accountants, employees,
officers and directors harmless from and against all losses, liabilities,
damages, judgments, claims, counterclaims, demands, actions, proceedings,
costs and expenses (including reasonable attorneys' fees) of every kind and
character resulting from, relating to or arising out of (i) the inaccuracy,
non-fulfillment or breach of any representation, warranty, covenant or
agreement made by Company herein; or (ii) any legal action, including any
counterclaim, or breach of representation, warranty, covenant or agreement
made by Company herein; or (iii) negligent or willful misconduct, occurring
during the term thereof with respect to any of the decisions made by Company.

10.  INDEMNIFICATION BY CONSULTANT.   Consultant shall protect, defend,
indemnify and hold Company and its assigns and attorneys, accountants,
employees, officers and directors harmless from and against all losses,
liabilities, damages, judgments, claims, counterclaims, demands, actions,
proceedings, costs and expenses (including reasonable attorneys' fees) of
every kind and character resulting from, relating to, or arising out of (i)
the inaccuracy, non-fulfillment or breach of any representation, warranty,
covenant or agreement made by Consultant herein; or (ii) any legal action,
including any counterclaim, or breach of representation, warranty, covenant
or agreement made by Consultant herein; or (iii) negligent or willful
misconduct, occurring during the term hereof.

11.  NOTICES.  All notices under this Agreement shall be in writing and shall
be effective upon personal delivery to a party, or three business days after
deposit in the United States mail, registered or certified, postage prepaid
and addressed to the respective parties as follows (or such other address as
the parties may from time to time designate in writing):


     The Gingrich Group, LLC       Millennium Plastics Corporation
     Attention:  A.J. Young        Attention: Paul Branagan
     1301 K St., NW           6265 S. Stevenson Way
     Suite 800 West           Las Vegas, NV 89120
     Washington, DC  20005
     Phone:  (202) 414-1331        Phone:  (702) 454-2121
     Fax:      (202) 414-1310            Fax:      (702) 434-7594

12.  APPLICABLE LAW.  It is the intention of the parties hereto that this
Agreement and the performance hereunder and all suits and special proceedings
hereunder be construed in accordance with and under and pursuant to the laws
of the State of Georgia and that in any action, special proceeding or other
proceeding that may be brought arising out of, in connection with or by
reason of this Agreement, the laws of the State of Georgia shall be
applicable and shall govern to the exclusion of the law of any other forum,
without regard to the jurisdiction on which any action or special proceeding
may be instituted.

13.  SEVERABILITY.  All agreements and covenants contained herein are
severable, and in the event any of them shall be held to be invalid by any
competent court, the Agreement shall be interpreted as if such invalid
agreements or covenants were not contained herein.

14.  ENTIRE AGREEMENT.  This Agreement constitutes and embodies the entire
understanding and agreement of the parties and supersedes and replaces all
prior understanding, agreements and negotiations between the parties.

15.  WAIVER AND MODIFICATION.  Any waiver, alteration, or modification of any
of the provisions of this Agreement shall be valid only if made in writing
and signed by the parties hereto.  Each party hereto, may waive any of its
rights hereunder without effecting a waiver with respect to any subsequent
occurrences or transactions hereof.


a)   In the event of any dispute (as defined herein below) arising out of or
  relating to this Agreement, or the breach thereof, the parties agree that,
  before having recourse to arbitration, they will participate in at least four
  hours of mediation in accordance with the commercial mediation rules of the
  American Arbitration Association.  If the mediation procedure provided for
  herein does not resolve any such dispute, the parties agree that all disputes
  between the parties should then be submitted to arbitration administered by
  the American Arbitration Association in accordance with its commercial
  arbitration rules and pursuant to the Federal Arbitration Act, 9 U.S.C.
  Section 1 et seq.

b)   The term "dispute" shall mean any action, dispute, claim or controversy
  of any kind, whether in contract or in tort, under either statutory or common
  law or both, now existing or hereafter arising between the parties in any way
  pertaining to (i) this Agreement or any related agreement, document or


  instrument; and (ii) any incidents, omissions, acts, practices or occurrences
  arising out of any service or product furnished or agreed to be furnished
  under this Agreement causing property damage to either party and is asserted
  that the other party or its agents, employees or representatives, may be
  liable, in whole or in part; provided, however, that the parties may seek
  injunctions and similar forms of equitable relief with courts of competent

17.  COUNTERPARTS.  This Agreement may be executed simultaneously in two or
more counterparts, each of which shall be deemed an original, but all of
which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this
Agreement as of the day and year first above written.

Millennium Plastics           The Gingrich Group, LLC
/s/ Paul Branagan             /s/ A.J. Young
Paul Branagan                 A.J. Young

Date:1/12/01                 Date 1/12/01

                              1301 K St, NW, Suite 800 West
6265 S. Stevenson Way         Washington, DC  20005
Las Vegas, NV 89120           Phone (202) 414-1331
Phone (702) 454-2121


                                  EXHIBIT A


     THIS NON-QUALIFIED STOCK OPTION AGREEMENT ("Agreement") is entered into
as of January 15, 2001, by and between MILLENNIUM PLASTICS CORPORATION, a
Nevada corporation ("Corporation"), and THE GINGRICH GROUP, LLC ("Optionee").

                               R E C I T A L S

     A.   On September 25, 2000, the Board of Directors of the Corporation
adopted and the Corporation's stockholders approved the Millennium Plastics
Corporation 2000-2001 Stock Option Plan (the "Plan").

     B.   Pursuant to the Plan, on January 11, 2001, the Board of Directors
of the Corporation acting as the Plan Committee ("Committee") authorized
granting to Optionee options to purchase shares of the common stock, $.001
par value, of the Corporation ("Shares") for the term and subject to the
terms and conditions hereinafter set forth.

                              A G R E E M E N T

It is hereby agreed as follows:

1.   CERTAIN DEFINITIONS.  Unless otherwise defined herein, or the context
     otherwise clearly requires, terms with initial capital letters used
     herein shall have the meanings assigned to such terms in the Plan.

2.   GRANT OF OPTIONS.  The Corporation hereby grants to Optionee, options
     ("Options") to purchase all or any part of Two Hundred Forty Thousand
     (240,000) Shares, upon and subject to the terms and conditions of the
     Plan, which is incorporated in full herein by this reference, and upon
     the other terms and conditions set forth herein.

3.   OPTION PERIOD.  The Options shall be exercisable at any time during the
     period commencing on the following dates (subject to the provisions of
     Section 18) and expiring on the date Two (2) years from the date of
     grant, unless earlier terminated pursuant to Section 7:

          The Options shall vest at a rate of Twenty Thousand (20,000) per

4.   METHOD OF EXERCISE.  The Options shall be exercisable by Optionee by
     giving written notice to the Corporation of the election to purchase and
     of the number of Shares Optionee elects to purchase, such notice to be
     accompanied by such other executed instruments or documents as may be
     required by the Committee pursuant to this Agreement, and unless
     otherwise directed by the Committee, Optionee shall at the time of such
     exercise tender the purchase price of the Shares it has elected to
     purchase.  An Optionee may purchase less than the total number of Shares
     for which the Option is exercisable, provided that a partial exercise of
     an Option may not be for less than One Hundred (100) Shares.  If


     Optionee shall not purchase all of the Shares which it is entitled to
     purchase under the Options, its right to purchase the remaining
     unpurchased Shares shall continue until expiration of the Options.  The
     Options shall be exercisable with respect of whole Shares only, and
     fractional Share interests shall be disregarded.

5.   AMOUNT OF PURCHASE PRICE.  The purchase price per Share for each Share
     which Optionee is entitled to purchase under the Options shall be Eighty-
     Five Cents ($0.85) per Share.

6.   PAYMENT OF PURCHASE PRICE. At the time of Optionee's notice of exercise
     of the Options, Optionee shall tender in cash or by certified or bank
     cashier's check payable to the Corporation, the purchase price for all
     Shares then being purchased.  Provided, however, the Board of Directors
     may, in its sole discretion, permit payment by the Corporation of the
     purchase price in whole or in part with Shares.  If the Optionee is so
     permitted, and the Optionee elects to make payment with Shares, the
     Optionee shall deliver to the Corporation certificates representing the
     number of Shares in payment for new Shares, duly endorsed for transfer
     to the Corporation, together with any written representations relating
     to title, liens and encumbrances, securities laws, rules and regulatory
     compliance, or other matters, reasonably requested by the Board of
     Directors.  The value of Shares so tendered shall be their Fair Market
     Value Per Share on the date of the Optionee's notice of exercise.

7.   EFFECT OF TERMINATION OF RELATIONSHIP.  If Optionee's relationship with
     the Corporation as a Consultant terminates in accordance with the
     Agreement, all options which have previously vested shall expire three
     (3) months thereafter.  All unvested options shall laps and
     automatically expire.  During such three (3) month period (or such
     shorter period prior to the expiration of the Option by its own terms),
     such Options may be exercised by the Optionee only.

8.   NONTRANSFERABILITY OF OPTIONS.  The Options shall not be transferable,
     either voluntarily or by operation of law.

   "Adjustment Event" means an event pursuant to which the outstanding Shares of
    the Corporation are increased, decreased or changed into, or exchanged for a
    different number or kind of shares or securities, without receipt of
   consideration by the Corporation, through reorganization, merger,
   recapitalization, reclassification, stock split, reverse stock split, stock
   dividend, stock consolidation or otherwise.  Upon the occurrence of an
   Adjustment Event, (i) appropriate and proportionate adjustments shall be made
   to the number and kind and exercise price for the shares subject to the
   Options, and (ii) appropriate amendments to this Agreement shall be executed
   by the Corporation and Optionee if the Committee determines that such an


   amendment is necessary or desirable to reflect such adjustments.  If
   determined by the Committee to be appropriate, in the event of an Adjustment
   Event which involves the substitution of securities of a corporation other
   than the Corporation, the Committee shall make arrangements for the
   assumptions by such other corporation of the Options.  Notwithstanding the
   foregoing, any such adjustment to the Options shall be made without change in
   the total exercise price applicable to the unexercised portion of the
   Options, but with an appropriate adjustment to the number of shares, kind of
   shares and exercise price for each share subject to the Options.  The
   determination by the Committee as to what adjustments, amendments or
   arrangements shall be made pursuant to this Section 9, and the extent
   thereof, shall be final and conclusive.  No fractional Shares shall be issued
   on account of any such adjustment or arrangement.

     this Agreement shall obligate the Corporation to employ or have another
     relationship with Optionee for any period or interfere in any way with the
     right of the Corporation to reduce Optionee's compensation or to terminate
     the relationship with Optionee at any time.

11.  TIME OF GRANTING OPTIONS.  The time the Options shall be deemed granted,
     sometimes referred to herein as the "date of grant," shall be January 15,

12.  PRIVILEGES OF STOCK OWNERSHIP.  Optionee shall not be entitled to the
     privileges of stock ownership as to any Shares not actually issued and
   delivered to Optionee.  No Shares shall be purchased upon the exercise of any
     Options unless and until, in the opinion of the Corporation's counsel, any
     then applicable requirements of any laws, or governmental or regulatory
     agencies having jurisdiction, and of any exchanges upon which the stock of
     the Corporation may be listed shall have been fully complied with.

13.  SECURITIES LAWS COMPLIANCE.  The Corporation will diligently endeavor to
     comply with all applicable securities laws before any stock is issued
     pursuant to the Options.  Without limiting the generality of the foregoing,
    the Corporation may require from the Optionee such investment representation
     or such agreement, if any, as counsel for the Corporation may consider
     necessary in order to comply with the Securities Act of 1933 as then in
     effect, and may require that the Optionee agree that any sale of the Shares
     will be made only in such manner as is permitted by the Committee.  The
   Committee may in its discretion cause the Shares underlying the Options to be
     registered under the Securities Act of 1933 as amended by filing a Form S-8
     Registration Statement covering the Options and the Shares underlying the
     Options.  Optionee shall take any action reasonably requested by the
     Corporation in connection with registration or qualification of the Shares
     under federal or state securities laws.

     herein are intended to be non-qualified stock options described in U.S.
   Treasury Regulation ("Treas. Reg.") ?1.83-7 to which Sections 421 and 422A of
     the Internal Revenue Code of 1986, as amended from time to time ("Code") do
     not apply, and shall be construed to implement that intent.  If all or any
     part of the Options shall not be described in Treas. Reg. ?1.83-7 or be
    subject to Sections 421 and 422A of the Code, the Options shall nevertheless
     be valid and carried into effect.

15.  PLAN CONTROLS.  The Options shall be subject to and governed by the
     provisions of the Plan.  All determinations and interpretations of the Plan
     made by the Committee shall be final and conclusive.

16.  SHARES SUBJECT TO LEGEND.  If deemed necessary by the Corporation's
    counsel, all certificates issued to represent Shares purchased upon exercise
     of the Options shall bear such appropriate legend conditions as counsel for
     the Corporation shall require.

17.  CONDITIONS TO OPTIONS; Compliance with Applicable Laws.  THE


     18.1 Binding Effect.  This Agreement shall bind and inure to the benefit
          of the successors, assigns, transferees, agents, personal
          representatives, heirs and legatees of the respective parties.

     18.2 Further Acts.  Each party agrees to perform any further acts and
          execute and deliver any documents which may be necessary to carry
          out the provisions of this Agreement.

     18.3 Amendment.  This Agreement may be amended at any time by the
          written agreement of the Corporation and the Optionee.

     18.4 Syntax.  Throughout this Agreement, whenever the context so
          requires, the singular shall include the plural, and the masculine
          gender shall include the feminine and neuter genders.  The headings
          and captions of the various Sections hereof are for convenience
          only and they shall not limit, expand or otherwise affect the
          construction or interpretation of this Agreement.


     18.5 Choice of Law.  The parties hereby agree that this Agreement has
          been executed and delivered in the State of Nevada and shall be
          construed, enforced and governed by the laws thereof.  This
          Agreement is in all respects intended by each party hereto to be
          deemed and construed to have been jointly prepared by the parties
          and the parties hereby expressly agree that any uncertainty or
          ambiguity existing herein shall not be interpreted against either
          of them.

     18.6 Severability. In the event that any provision of this Agreement
          shall be held invalid or unenforceable, such provision shall be
          severable from, and such invalidity or unenforceability shall not
          be construed to have any effect on, the remaining provisions of
          this Agreement.

     18.7 Notices.  All notices and demands between the parties hereto shall
          be in writing and shall be served either by registered or certified
          mail, and such notices or demands shall be deemed given and made
          forty-eight (48) hours after the deposit thereof in the United
          States mail, postage prepaid, addressed to the party to whom such
          notice or demand is to be given or made, and the issuance of the
          registered receipt therefor.  If served by telegraph, such notice
          or demand shall be deemed given and made at the time the telegraph
          agency shall confirm to the sender, delivery thereof to the
          addressee.  All notices and demands to Optionee or the Corporation
          may be given to them at the following addresses:

If to Optionee:     THE GINGRICH GROUP, LLC
               3200 Windy Hill Road
               Suite 900W
               Atlanta, Georgia 30339

               6265 S. Stevenson Way
               Las Vegas, NV 89120

     Such parties may designate in writing from time to time such other place
or places that such notices and demands may be given.

     18.8 Entire Agreement.  This Agreement constitutes the entire agreement
          between the parties hereto pertaining to the subject matter hereof,
          this Agreement supersedes all prior and contemporaneous agreements
          and understandings of the parties, and there are no warranties,
          representations or other agreements between the parties in
          connection with the subject matter hereof except as set forth or
          referred to herein.  No supplement, modification or waiver or
          termination of this Agreement shall be binding unless executed in
          writing by the party to be bound thereby.  No waiver of any of the
          provisions of this Agreement shall constitute a waiver of any other
          provision hereof (whether or not similar) nor shall such waiver
          constitute a continuing waiver.


18.9 Attorneys' Fees.  In the event that any party to this Agreement
institutes any action or proceeding, including, but not limited to,
litigation or arbitration, to preserve, to protect or to enforce
any right or benefit created by or granted under this Agreement,
the prevailing party in each respective such action or proceeding
shall be entitled, in addition to any and all other relief granted
by a court or other tribunal or body, as may be appropriate, to an
award in such action or proceeding of that sum of money which
represents the attorneys' fees reasonably incurred by the
prevailing party therein in filing or otherwise instituting and in
prosecuting or otherwise pursuing or defending such action or
proceeding, and, additionally, the attorneys' fees reasonably
incurred by  such prevailing party in negotiating any and all
matters underlying such action or proceeding and in preparation for
instituting or defending such action or proceeding.

     IN WITNESS WHEREOF, the parties have entered into this Agreement as of
the date first set forth above.


a Nevada corporation

By: Paul Branagan

Its: President



By: A.J. Young

Its: Vice-President