Exhibit 10.1


 





MEDYTOX SOLUTIONS, INC. AND MONARCH CAPITAL

CONSULTING AGREEMENT





 



 


 


THIS AGREEMENT is between Medytox
Solutions, Inc. (hereinafter referred to as "Medytox or Company"), whose address is 400 S. Australian Avenue, West
Palm Beach, Fl. 33401 and MONARCH CAPITAL, LLC., whose address is 6161 NW 31 Way, Fort Lauderdale, Florida, 33309 (hereinafter
referred to as the "Consultant") and is deemed active on the date executed herein.


 


WHEREAS, Medytox is
in the business of providing laboratory services, medical billing services, financial services, research, development,
engineering, design, operations, ownership, licensing and management of various cutting edge technologies in the laboratory
services, medical software, financial services fields, etc. and


 


WHEREAS, the Consultant
is in the business of assisting Medytox in providing business and financial advice including but not limited to; strategic business
planning, market entry services, outreach and education services, marketing, sales, political strategy, relationship management,
contract and document review, consulting with Medytox lawyers and accountants concerning its public company status and compliance,
etc.


 


WHEREAS, the Consultant
may, during the period of time covered by this Agreement, present to the Company one or more plans to achieve the Company's goals
of sales of intellectual property, services, equipment, and various technologies, and emplacement of Company equipment as it relates
to the technology, and also may identify and introduce, educate or refer potential funding sources, clients, end users, and/or
potential business contacts/strategic partners to the Company; recommend potential business strategies as well as additional consultants
or service providers and cause revenue to be created for Company by Consultants direct, indirect or referral efforts; and


 


WHEREAS, the Company recognizes
that the Consultant is not in the business of stock brokerage, providing investment advice, engaging in activities which require
registration under either the Securities Act of 1933 (hereinafter "the Act") or the Securities and Exchange Act of 1934
(hereinafter "the Exchange Act"), underwriting, banking, acting as an insurance Company, nor does it offer services
to the Company which may require regulation under federal or state securities laws; and


 


WHEREAS, the parties agree,
after having a complete understanding of the services desired and the services to be provided, that the Company desires to retain
Consultant to provide such assistance through its services for the Company, and the Consultant is willing to provide such services
to the Company;


 


NOW, THEREFORE, in consideration
of the mutual covenants and promises contained herein, the receipt and sufficiency of which is hereby acknowledged, the parties
agree as follows:


 


1.Duties and
Involvement.


 


The Company hereby engages
Consultant to provide one or more of the services previously described herein, or plans (the "Plan") which lead to the
acquisition of clients who purchase, lease, own, acquire, or use the technology or services which the Company wishes to proliferate
for fee based services, and for coordination in executing the agreed-upon plan, for using various business services as agreed
by both parties. The plans may include, but not by way of limitation, the following services: consult with the Company's management
concerning securing clients, expand investor/user base, strategic business planning, broker relations, attendance at conventions
and trade shows, consult of mergers with companies, review and assistance in updating a business plan, review and advise on the
capital structure for the Company, propose or work with Company's legal counsel and auditors, assist in the development of an
acquisition profile and structure, recommend financing alternatives and sources, marketing surveys, client and relationship management,
market entry services, acquisition and execution of various political assistance and or selection of operatives (enterprise, private,
municipal or sovereign), and/or consult on corporate finance, investment banking issues, legal issues, and or any other element
required of consultant in the successful implementation of this undertaking not directly addressed herein as requested by Company
and agreed to by Consultant.


 


 






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The Company agrees that
Consultant's work is unique and invaluable to the direction and development of the Company's business and recognizes that although
the introductory consulting work is done during a specific time period, the tangible effects as a result of Consultant's work
may last years and create multiple fee paid events as a result of the initial efforts either directly or indirectly and may last
many years past the term and scope of this agreement. As such, because there is no specific limit to the value of the services
provided by Consultant, Company agrees to pay Consultant as defined for services rendered.


 


2.Relationship
Among the Parties.


 


Consultant acknowledges
that it is not an officer, or agent of the Company, it is not, and will not, be responsible for any management decisions on behalf
of the Company, and may not commit the Company to any action not expressly approved by the Company. The Company represents that
the consultant does not have, through stock ownership or otherwise, the power neither to control the Company, nor to exercise
any dominating influences over its management.


 


Consultant understands
and acknowledges that this Agreement shall not create or imply any agency/broker relationship among the parties, and Consultant
will not commit the Company in any manner except when a commitment has been specifically authorized in writing by the Company.
The Company and the Consultant agree that the relationship among the parties shall be that of independent contractor.


 


3.Effective
Date, Authority, Term and Termination.


 


This Agreement shall be
effective on and will continue until the date of August 31 2016, a term of one (1) year This Agreement can be modified and extended
only by mutual agreement in writing. The signing officer of Company hereby warrants that he has taken all steps necessary and
is authorized to execute this agreement on behalf of Company.


 


4.Option to
Renew and Extend.


 


Company may renew or amend this Agreement
by providing written notice to Consultant by negotiating new terms at any time prior to the expiration hereof upon mutual acceptance
of terms and conditions by Consultant which shall be accepted by both parties in writing.


 


5.Compensation
and Payment of Expenses.


 


The Company agrees to pay the Consultant as
follows:


	a)		In full by check
                                         or wire transfer of funds within 5 days of the beginning of each month with first payment
                                         due at signing.



	b)		Payment terms and
                                         conditions are defined in Appendix A.



	c)		Company shall have
                                         no other obligation to Consultant for payment, excepting the obligation for additional
                                         compensation as contained herein.



	d)		Company agrees and
                                         shall pay for all costs and expenses incurred associated with its working with Consultant
                                         and its representatives, including lodging, meals and travel as necessary upon prior
                                         approval.



 


 






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6.Client Service,
Market Entry Services, and Public and Political Representation.


 


	a)		The Company represents
                                         and warrants that it has or will provide Consultant with access to all necessary information
                                         available to the Company concerning its condition, financial and otherwise, its management,
                                         its business and its prospects and all other information of interest to any qualified
                                         client as Consultant desires and will continue to update Consultant on any and all changes
                                         in status.



	b)		The Consultant represents
                                         that neither it nor its officers, directors, or employees has been or is not subject
                                         to any disciplinary action by either the National Association of Securities Dealers or
                                         the Securities and Exchange Commission by virtue of any violations of their rules and
                                         regulations and that to the best of its knowledge neither is its affiliates nor subcontractors
                                         subject to any such disciplinary action.



 


7.Consultant
Services Not Exclusive to Company.


 


Consultant shall devote
such of its time and effort necessary to the discharge of its duties hereunder. The Company acknowledges that Consultant is engaged
in other business activities, and that it will continue such activities during the term of this Agreement. Consultant shall not
be restricted from engaging in other business activities during the term of this Agreement.


 


8. Confidentiality.


 


Consultant acknowledges
that it may have access to confidential information regarding the Company and its business. Consultant agrees that it will not,
during or subsequent to the term of this Agreement, divulge, furnish or make accessible to any person (other than with the written
permission of the Company) any knowledge or information or plans of the Company with respect to the Company or its business, including,
but not by way of limitation, the products of the Company, whether in the concept or development stage, or being marketed by the
Company on the effective date of this Agreement or during the term hereof. Consultant acknowledges the unique and confidential
nature of this Agreement and agrees to nondisclosure of same under any and all circumstances excepting those in which a court
of proper jurisdiction shall insist upon disclosure. Consultant is obliged to obey all US and Brazilian laws in the execution
of its duties.


 


9.Broker Dealer


 


The Company recognizes
that the Consultant is not a broker or dealer as such terms are defined under the 1933 and 1934 Securities Act as well as any
other State or any other regulations and promulgations interpreting or enforcing the terms of such acts, regulations or promulgations.
As such the parties expressly acknowledge that all fees paid to Consultant hereunder constitute consulting fees for its strategic
advice and not for raising capital for the Company; and that the services of Consultant described in this consulting agreement
are not intended to engage Consultant to provide services as a broker or dealer of agent acting on behalf of the Company in any
placement of securities.


 


Consultant shall
engage in no negotiations on behalf of the Company, nor shall Consultant participate in discussions between any entity
introduced by Consultant and the Company over infusion of capital into the Company. Consultant shall not act as a broker
dealer in any way, and the parties acknowledge that Consultant is not licensed to do so. Consultant's only activity in this
regard is to make the introduction to potential funding sources and nothing more. Consultant's compensation set forth herein
is based solely on the introduction to the potential funding sources and all other services performed for Company. Each of
these services in and of itself represents the full basis for Consultant's fee. As such because Consultant's work and
potential introductions may develop relationships that last longer than the term of this contract, and as such these
relationships and/or Consultant's advice may possibly lead to future opportunities for the Company without the Consultant
being explicitly involved, the Company hereby agrees to pay the Consultant the full amount of this contract without exception
on the date of its execution as per the payment schedule in Appendix "A". All payments are final and nonrefundable,
without exception. Section11  is irrevocable and will survive past the termination date of this contract.


 


 






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11.Indemnification.


 


Company
agrees to indemnify and hold harmless the Consultant and its respective agents and employees, against any losses, claims, damages
or liabilities, joint or several, to which either party, or any such other person, may become subject, insofar as such losses,
claims, damages or liabilities (or actions, suits or proceedings in respect thereof) arise out of or are based upon any misleading/
untrue statement or alleged untrue statement of any material fact contained in technical, financial and/or sales information supplied
to potential clients or their representatives, any registration statement, any preliminary prospectus, the prospectus, or any
amendment or supplement thereto; or arise out of or are based upon the omission or alleged omission to state therein a material
fact required to be stated therein, or necessary to make the statements therein not misleading; and will reimburse the Consultant,
or any such other person, for any legal or other expenses reasonably incurred by the Consultant, or any such other person, in
connection with investigation or defending any such loss, claim, damage, liability, or action, suit or proceeding. Such reimbursement
of attorney's fees shall be made promptly upon presentation of said invoices by Consultant to Company.


 


12.Miscellaneous
Provisions


 


Section aTime. Time is of the essence of this
Agreement.


 


Section bPresumption. This Agreement or any section
thereof shall not be construed against any party due to the fact that said Agreement or any section thereof was drafted by said
party.


 


Section cComputation of Time.
In computing any period of time pursuant to this Agreement, the day of the act, event or default from which the designated period
of time begins to run shall be included, unless it is a Saturday, Sunday or a legal holiday, in which event the period shall begin
to run on the next day which is not a Saturday, Sunday or a legal holiday, in which event the period shall run until the end of
the next day thereafter which is not a Saturday, Sunday or legal holiday.


 


Section dTitles and Captions.
All article, section and paragraph titles or captions contained in this Agreement are for convenience only and shall not be deemed
part of the context nor affect the interpretation of this Agreement.


 


Section ePronouns and Plurals.
All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural as the
identity of the Person or Persons may require.


 


Section fFurther Action.
The parties hereto shall execute and deliver all documents, provide all information and take or forbear from all such action as
may be necessary or appropriate to achieve the purposes of this Agreement.


 


Section gGood Faith, Cooperation
and Due Diligence. The parties hereto covenant, warrant and represent to each other good faith, complete cooperation, due
diligence and honesty in fact in the performance of all obligations of the parties pursuant to this Agreement. All promises and
covenants are mutual and dependent.


 


Section hSavings Clause.
If any provision of this Agreement, or the application of such provision to any person or circumstance, shall be held invalid,
the remainder of this Agreement, or the application of such provision to persons or circumstances other than those as to which
it is held invalid, shall not be affected thereby.


 


Section IAssignment. This
Agreement may not be assigned by the Consultant without the Company's consent and shall be binding upon any successors thereto.


 


Section j
Jurisdiction/Venue & Attorney Fees. The parties agree that any dispute arising under this Agreement shall be heard
in the federal or state courts sitting in the State of Florida. If any party employs counsel to enforce or interpret this Agreement,
including the commencement of any
legal preceding whatsoever (including insolvency, bankruptcy, arbitration, declaratory relief or other litigation), the prevailing
party shall be entitled to recover its reasonable attorneys' fees and court costs. All parties hereby agree to submit to the personal
jurisdiction as stated above.


 


 






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Section kNotices. All notices
required or permitted to be given under this Agreement shall be given in writing and shall be delivered, either personally or
by express delivery service, to the party to be notified. Notice to each party shall be deemed to have been duly given upon delivery,
personally or by courier (such as Federal Express or similar express delivery service), addressed to the attention of the officer
at the address set forth heretofore, or to such other officer or addresses as either party may designate, upon at least ten (10)
days' written notice, to the other party.


 


Section 1Governing law.
The Agreement shall be construed by and enforced in accordance with the laws of the State of Florida .


 


Section mEntire agreement.
This Agreement contains the entire understanding and agreement among the parties. There are no other agreements, conditions or
representations, oral or written, express or implied, with regard thereto. This Agreement may be amended only in writing signed
by all parties.


 


Section nWaiver. A delay
or failure by any party to exercise a right under this Agreement, or a partial or single exercise of that right, shall not constitute
a waiver of that or any other right.


 


Section oCounterparts. This Agreement may be
executed in duplicate counterparts, each of which shall be deemed an original, but all of which together shall constitute one
and the same Agreement. In the event that the document is signed by one party and faxed to another the parties agree that a faxed
signature shall be binding upon the parties to this agreement as though the signature was an original.


 


Section pSuccessors. The
provisions of this Agreement shall be binding upon all parties, their successors and assigns.


 


Section qCounsel. The parties
expressly acknowledge that each has been advised to seek separate counsel for advice in this matter and has been given a reasonable
opportunity to do so.


 


Section rAccounting. Consultant shall have the
right upon request to review all financial records of Company as it relates to any and all projects or the company's books and
records themselves. Said records shall be produced within ten (10) days of any written request by Consultant.


 


Section sTermination. Company
agrees to notify Consultant within 180 days prior to the termination date of the agreement of its intent to terminate this consulting
agreement. Should Company not notify Consultant, then the agreement automatically renews for an additional one (1) year with a
five (5%) increase in the then current monthly fee. Termination shall not cancel any obligations of Company to pay Consultant
any fees or other revenue earned.


 




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IN WITNESS WHEREOF, the
parties hereto have executed and delivered this Agreement to be effective as of the day and year provided herein and have guaranteed
to each party that they have the appropriate corporate authority to enter into said contract.


 


This agreement is executed
on this date, 1 August 2015 by and between Monarch Capital, LLC and Medytox.


 


 


 


 





	 	CONSULTANT:
	 	MONARCH CAPITAL,LLC.
	 	 
	 	By: /s/ Michael Goldberg
	 	Michael Goldberg, MANAGING DIRECTOR
	 	 
	 	 
	 	COMPANY:
	 	Medytox:
	 	 
	 	By: /s/ Seamus Lagan
	 	Seamus Lagan, PRESIDENT AND CEO
	 	 
	 	 
	 	 



 


 


 


 


 


 


 


 




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MEDYTOX SOLUTIONS, INC. AND
MONARCH CAPITAL

CONSULTING AGREEMENT


 






 


APPENDIX A


 


Definition of Consultant's right to be
paid and amounts of agreed upon remuneration and fees for such services.


 


1. Terms of Payment


 


a.Consultant
shall be paid the following amounts: $7,500.00 due at signing; first 90 day period-$12,500.00 per month, second 90 day
period-$15,000.00 per month, 3rd 90 day period- $17,500.00 per month, 4th 90 day period- $20,000.00 per
month. Payment shall be due as previously described herein within five (5) days of the beginning of each month.


 


 


 


 


 


 






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