Sample Business Contracts

Consulting Agreement - Ripe Touch Greenhouses Inc. and Srotnac Group LLC

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                              CONSULTING AGREEMENT

     Consulting  Agreement  made as of this  1st  day of  November,  1996 by and
between Ripe Touch Greenhouses,  Inc., a Delaware  corporation  (hereinafter the
"Company") and Srotnac Group, LLC (hereinafter called the "Consultant").

                              W I T N E S S E T H:

     Whereas, the Company desires to enter into an Consulting Agreement with
Consultant; and

     Whereas,  Consultant  desires to act as a consultant  to the Company on the
terms and conditions set forth herein.

     Now,  therefore,  in  consideration  of the  premises  and  of  the  mutual
covenants and conditions herein contained, the parties hereto agree as follows:

     1. Prior Agreements Superseded.  The Agreement supersedes any employment or
consulting agreements,  oral or written, entered into between the Consultant and
the Company or any of its subsidiaries, prior to the date of this Agreement.

     2.  Term.  The  Company  hereby  retains   Consultant  to  perform  certain
consulting  services to the Company as shall be determined  by Consultant  for a
term  commencing  on the  date  hereof  and  terminating  three  years  from the
effective date of a registration  statement for gross proceeds to the Company of
at least $2,000,000.  In no event,  however,  shall this agreement extend beyond
October 31, 2001. Consultant hereby accepts such retention.

     3.  Remuneration.  The Company  shall pay to Consultant an annual salary at
the rate of $125,000 for the first year,  $75,000 for the second year;  $100,000
for the third year of this  Agreement,  and  $95,000  for each year  thereafter,
payable in weekly installments, or in such other manner as shall be agreed to in
writing by the Company and Consultant.

     4. Accrual of Salary until Initial  Public  Offering.  Notwithstanding  the
terms contained herein, the parties agree that without the Company's consent, no
monies shall be payable to Consultant,  except for  reimbursement of expenses as
provided in Paragraph 5 hereof,  until such time as the Company shall consummate


a private or public  offering of its securities for not less than  $2,000,000 in
gross  proceeds.  In such event,  all accrued  amounts under this  Agreement not
previously paid shall immediately become due and payable.

     5. Consultant  Benefits;  Expenses.  The Company shall reimburse Consultant
for all proper expenses  incurred by him,  including  disbursements  made in the
performance of his duties to the Company;  provided,  however,  that no expenses
and/or  disbursements shall be incurred by Consultant without the prior approval
of the Chief Executive Officer or the Board of Directors of the Company.

     6.  Non-Competition.  Consultant  agrees  that  during  the  term  of  this
Agreement and provided he is receiving payment  hereunder,  he will not directly
or  indirectly  enter  into or  remain  in the  employ  of any  person,  firm or
corporation,  or engage in or have a financial interest in any business which is
then  directly or  indirectly  competitive  to the business of the Company or is
then manufacturing any article or product or performing any service which is the
same as, or similar  to,  any  articles  or  products  manufactured,  or service
performed  by the  Company.  In the  event of a breach of this  covenant  not to
compete, the parties acknowledge that the Company may be irreparably damaged and
may not have an  adequate  remedy  at law.  The  Company  may  therefore  obtain
injunctive  relief,  without the necessity of posting a bond,  for any breach or
threatened breach of this covenant.  The parties hereto further acknowledge that
this  covenant  not to compete is intended to conform with the laws of the State
of New York. Any court of competent  jurisdiction is hereby authorized to expend
or contract the restrictions of this covenant not to compete in order to conform
with the laws of New York so that it shall bind the parties hereto.

     Consultant  further  agrees  that he will  not use  the  name  "Ripe  Touch
Greenhouses" or any variation thereof, or otherwise allow any person to use such
name or permit any member of his family to use such name,  or authorize  the use
of such name as or in the name of any corporation,  partnership, firm or venture
which manufactures any article, product, special process or performs any service
which is the same as, or similar or in  competition  with any article,  product,
special process or service  manufactured  or performed by the Company,  or as in
the name of any such article or product.

     However,  nothing  contained  in  this  paragraph  shall  be  construed  as
preventing  Consultant  from investing his assets in such form or manner as will
not  require him to become an  officer,  director or employee  of, or render any
services (including consulting services) to, any competitor of the Company.

     7. Termination.  Consultant's  agreement hereunder may be terminated by the
Company on thirty days prior written  notice for a material  breach of the terms
of paragraph 6 of this Agreement.

     8 Consolidation or Merger.  In the event of any  consolidation or merger of
the  Company  into  or  with  any  other  corporation  during  the  term of this
Agreement,  or the sale of all or substantially all of the assets of the Company
to  another  corporation  during  the  term of this  Agreement,  such  successor
corporation  shall assume this Agreement and become  obligated to perform all of
the terms and  provisions  hereof  applicable to the Company,  and  Consultant's
obligations hereunder shall continue in favor of such successor corporation.

     9. Notices.  Notice is to be given  hereunder to the parties by telegram or
by certified or  registered  mail,  addressed to the  respective  parties at the
addresses  hereinbelow  set  forth or to such  addresses  as may be  hereinafter
furnished, in writing:

          To:       Mr.  Steven A. Cantor
                    173  Burlington Avenue
                    Deer Park, New York   11729

          To:       Ripe Touch Greenhouses, Inc.
                    4871 N. Mesa Drive
                    Castle Rock, Colorado 80104
                    Attn:  Mr. Stanley Abrams

     10. Successors and Assigns.  This Agreement shall be binding upon and inure
to the benefit of the  successors  and assigns of the  Company.  Unless  clearly
inapplicable,  reference  herein to the Company  shall be deemed to include such
other successor.  In addition, this Agreement shall be binding upon and inure to
the benefit of the Consultant and his heirs,  executors,  legal  representatives
and assigns, provided, however, that the obligations of Consultant hereunder may
not be delegated without the prior written approval of the Board of Directors of
the Company.

     11.  Amendments.  This Agreement may not be altered,  modified,  amended or
terminated except by a written instrument signed by each of the parties hereto.

     12. Governing Law. This Agreement is entered into and shall be construed in
accordance with the laws of the State of New York.


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

                              RIPE TOUCH GREENHOUSES, INC.

                              By:  /s/ Stanley Abrams

                                   /s/ Steven A. Cantor
                                       Steven A. Cantor