Unassociated Document


     

    CONSULTING
      AGREEMENT

     

    


     

    THIS
      AGREEMENT
      made and
      dated for reference the  1st
      day
      of
      January 2007.
      

    


    
      	 BETWEEN: 	 	TRADE SHOW MARKETING COMPANY
              LTD 	 
	 	 	
               4550
                E Cactus Rd, Ste. 220

              Phoenix,
                AZ

              USA
                85032-7718

              (the
                "Company")

            	 


    

     

    
      OF
      THE
      FIRST PART

    


    
      	 AND: 	 	Tim McCarthy	 
	 	 	Fountain
              Hills, AZ	 
	 	 	(the
              "Consultant")	 


    

    

      OF
        THE
        SECOND PART

    

     

    


    	A.  	
            The
              Company wishes to develop a franchise model for the operation of retail
              stores providing to the general public products that have been advertised
              on television as well as other ancillary and related products and services
              (the “Business”);

          


    


    	B.  	
            The
              Consultant is in the business of providing franchise services,
              and

          


    


    C. The
      Company is
      desirous of retaining the Consultant to provide consulting services in
      connection with the Business of the Company in
      accordance with the terms and conditions of this agreement (the
“Agreement”).

    
      
         

      

      
        1

        
          

        

      

      
         

      

    


     

    NOW
      THEREFORE THIS AGREEMENT WITNESSES
      that in
      consideration of the premises and mutual covenants herein contained, the parties
      hereto agree as follows:

    


    ARTICLE
      ONE -- CONSULTING SERVICES

     

    1.1 Retainer.
      The
      Company hereby agrees to retain the Consultant to provide the Company with
      consulting services consisting of the following and such other consulting
      services as the Company and the Consultant may from time to time agree upon,
      (the "Services") and the Consultant hereby agrees to provide such Services
      to
      the Company:

    


    	(a)  	
            Advise
              the Company as to the best way of structuring the franchise corporate
              entity in terms of regulatory acceptance, limitation of liability,
              financial disclosure requirements, trademark usage, future spin-off
              possibilities, and Provincial and State regulatory
              requirements;

          


    	(b)  	
            Assist
              the Company with the applications for its trademarks in America and
              the
              US;

          


    	(c)  	
            Advise
              the Company on the structure and level of initial license fees, ongoing
              fees, renewal fees and assignment fees, site selection criteria, and
              territorial considerations; 

          


    	(d)  	
            Provide
              the Company with recommendations regarding the organizational structure
              of
              the franchisor;

          


    	(e)  	
            Develop
              a franchise agreement and area representative agreement which reflect
              the
              recommended business model and provides the strong enforceable controls
              necessary to achieve a successful franchise
              program;

          


    	(f)  	
            Provide
              ancillary documentation as required such as: offer to purchase/deposit
              agreement, franchise application report, confidentiality/non-disclosure
              agreement, sub-lease, and conditional assignment of
              lease;

          


    	(g)  	
            Draft
              a Uniform Offering Circular (“UFOC”) that complies with the provisions of
              the Federal Trade Commission’s requirements for franchise
              offerings;

          


    	(h)  	
            Develop
              a pre-opening manual and operations/ policy and procedures
              manual;

          


    	(i)  	
            Develop
              a franchisee Proforma template and business plan template for potential
              franchisees;

          


    	(j)  	
            Identify
              possible additional future revenue
              streams;

          


    	(k)  	
            Advise
              the Company on the structure of an initial training program for new
              franchisees;

          


    	(l)  	
            Design
              management information systems to evaluate the performance of the
              franchisee’s particular business in relationship to other similar
              franchises in the system; 

          


    	(m)  	
            Develop
              materials to explain the franchise model and sell the Company’s franchise
              opportunity to qualified prospects;

          


    	(n) 	 Serve
            on the Company’s Board.


     

    
 

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    1.2 Term
      of Agreement.
      This
      Agreement shall remain in full force and effect commencing on the date first
      above written subject to earlier termination as hereinafter provided.


     

    1.3Provision
      of Services.
      It is
      agreed and acknowledged that the Consultant will not provide services to other
      persons, firms or companies and that the Consultant shall at no time while
      this
      Agreement remains in force provide consultancy services to any competitor of
      the
      Company that is not an affiliate of the Company. 

     

    1.4Board
      Policy and Instructions.
      The
      Consultant covenants with the Company that it will act in accordance with any
      policy of and carry out all reasonable instructions of the board of directors
      of
      the Company. The Consultant acknowledges that such policies and instructions
      may
      limit, restrict or remove any power or discretion, which might otherwise have
      been exercised by the Consultant.

     

    1.5Compensation.
      In
      consideration for the services rendered by the Consultant, the Company shall
      pay
      to the Consultant consulting fees in the sum of seventy thousand ($70,000.00)
      dollars and shares, which shall be paid as follows:

    


    (a) Upon
      execution of this Agreement  - 100,000
      Shares Monthly,
      (paid on the 30th
      of each
      month) $5834.00
      

    


     

    Note:
      Compensation does not include additional costs associated with graphic design,
      website development, printing of manuals, trademark applications or trademark
      registrations. 

    


    ARTICLE
      TWO - CONFIDENTIALITY AND NON-COMPETITION

    


    2.1 Confidential
      Information.
      The
      Consultant covenants and agrees that it shall not disclose to anyone any
      confidential information with respect to the business or affairs of the Company
      except as may be necessary or desirable to further the business interests of
      the
      Company. This obligation shall survive the expiry or termination of this
      Agreement.

    


    2.2 Return
      of Property.
      Upon
      expiry or termination of this Agreement the Consultant shall return to the
      Company any property, documentation, or confidential information which is the
      property of the Company.

    


    2.3 Promotion
      of Company's Interests.
      The
      Consultant agrees to perform the services contemplated by this Agreement to
      the
      best of the Consultant’s abilities.

    


    ARTICLE
      THREE - TERMINATION

    


    3.1 Termination
      of Agreement.
      This
      Agreement will, subject to the provisions of this Agreement, be deemed to be
      terminated immediately for cause. 

    


    3.2  Definition
      of Cause.
      For the
      purposes of this Agreement, “cause” means: (i) the Consultant breaches its
      obligations under article 3 of this Agreement; or (ii) the existence of cause
      for termination of this Agreement at common law resulting from any recognized
      ground of termination for cause, including but not limited to fraud, dishonesty,
      illegality, breach of statute or regulation, conflict of interest, or gross
      incompetence; or (iii) if the Consultant breaches any other obligation under
      this Agreement and fails to rectify such breach upon provision of written notice
      to do so by the Company.

    


    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    3.3  Compensation
      for Cause.
      In the
      event of a termination for cause, the Consultant will receive payment of any
      consulting fees earned to the date of termination.

    


    ARTICLE
      FOUR - CAPACITY

    


    4.1 Capacity
      of Consultant. It
      is
      acknowledged by the parties hereto that the Consultant is being retained by
      the
      Company in the capacity of independent contractor and not as an employee of
      the
      Company. The Consultant and the Company acknowledge and agree that this
      Agreement does not create a partnership or joint venture between
      them.

    


    


    ARTICLE
      FIVE - GENERAL CONTRACT PROVISIONS

    


    5.1 Severability.
      If any
      provision herein is determined to be invalid or unenforceable by a court of
      competent jurisdiction from which no further appeal lies or is taken, that
      provision shall be deemed to be severed herefrom, and the remaining provisions
      herein shall not be affected thereby and shall remain valid and
      enforceable. 

    


    5.2  Further
      Assurances.
      The
      parties shall deliver to each other such further documentation and shall perform
      such further acts as and when the same may be required to carry out and give
      effect to the terms and intent of this Agreement. 

    


    5.3  Time
      of the Essence.
      Time
      shall be of the essence of this Agreement and of every part hereof and no
      extension or variation of this Agreement shall operate as a waiver of this
      provision.

    


    5.4  Prompt
      Review of Information. 
      The
      principals of the Company will be available and will perform a prompt review
      of
      any information that is pertinent to the timely completion of this Agreement.
      

    


    5.5  Entire
      Agreement.
      This
      Agreement contains the entire agreement among the parties pertaining to the
      subject matter hereof, and supersedes and replaces all previous written and
      oral
      agreements among the parties with respect to the subject matter
      hereof.

    


    5.6  Enurement.
      This
      Agreement shall enure to the benefit of and be binding upon the parties and
      their respective legal personal representatives, heirs, executors,
      administrators or successors.

    


    5.7  Assignment.
      This
      Agreement is not assignable by either party without the prior written consent
      of
      the other party. 

    


    5.8  Currency.
      Unless
      otherwise provided for herein, all monetary amounts referred to herein shall
      refer to the lawful money of America. 

    


    5.9  Headings
      for Convenience Only.
      The
      division of this Agreement into articles and sections is for convenience of
      reference only and shall not affect the interpretation or construction of this
      Agreement. 

    


    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    5.10  Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Arizona and the federal laws of America applicable therein and each
      of
      the parties hereto agrees irrevocably to conform to the non-exclusive
      jurisdiction of the Courts of such state.

     

    IN
      WITNESS WHEREOF
      the
      parties have duly executed this Consulting Agreement as of the date set out
      on
      the first page of this Agreement.

    


    TRADE
      SHOW MARKETING COMPANY

    


    /s/
      Peggie-Ann Kirk

    
      
        

      

    

    Authorized
      Signatory

    


    


    TIM
      MCCARTHY

     

    /s/
      Timothy McCarthy 

    
      
Authorized
      Signatory

    


    Date:
      January 1, 2007

     

     

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