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CONSULTING AGREEMENT

Consulting Services Agreement

CONSULTING AGREEMENT | Document Parties: Alfa International Holdings Corp You are currently viewing:
This Consulting Services Agreement involves

Alfa International Holdings Corp

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Title: CONSULTING AGREEMENT
Governing Law: New York     Date: 4/17/2007
Industry: Apparel/Accessories     Sector: Consumer Cyclical

CONSULTING AGREEMENT, Parties: alfa international holdings corp
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                    CONSULTING AGREEMENT

     This consulting agreement (the "Agreement") is entered into
as of the 19th day of March 2007 by Alfa International Holdings
Corp., a corporation organized under the laws of the State of
Delaware ("Alfa") which maintains its corporate office at 350
Fifth Avenue, New York, NY 10018 and Sam Hamdan, an individual
("Hamdan"), whose address is 555 South Old Woodward Ave.,
Birmingham, MI   48009-6679. Alfa and Hamdan are sometimes
referred to herein individually as a "Party" or collectively as
the "Parties".

                      W I T N E S E T H :
                      ------------------

     WHEREAS   Alfa is a holding company and a publicly traded
corporation, whose common stock is quoted on NASDAQ's OTC
Electronic Bulletin Board under the symbol "AHDS", and

     WHEREAS   Journey of Light, Inc., a New York corporation
("JOL") is engaged in the real estate development business in the
Sultanate of Oman ("Oman") and JOL is a wholly owned subsidiary of
Alfa, and

     WHEREAS   JOL intends to organize Omagine LLC ("OmagineCo") as
a wholly owned subsidiary under the laws of Oman and plans to have
OmagineCo be the owner and developer of a real estate project (the
"Omagine Project") in Oman, and

     WHEREAS Alfa and JOL are desirous of further developing JOL's
business including its sales and marketing efforts, and

     WHEREAS   Hamdan has expertise in the real estate business,
business management, strategic planning, sales, marketing and
business development in the U.S. and the Middle East, and

     WHEREAS Alfa and JOL are desirous of ultimately hiring Hamdan
as Alfa's President and Chief Operating Officer under the terms
and conditions outlined in the draft employment agreement attached
hereto as Exhibit A (the "Draft Employment Agreement"), and
         
     WHEREAS Hamdan is desirous of ultimately being hired as
Alfa's President pursuant to the terms outlined in the Draft
Employment Agreement provided certain conditions precedent have
been met, and

     WHEREAS   Hamdan has agreed to act in the capacity of the
Company's "General Manager" and strategic management and business
consultant pursuant to this Agreement and to consult for the
Company on such other general business matters as the Parties deem
desirable and advisable.

                              1

     NOW THEREFORE, for and in consideration of the compensation
to be paid and the services to be rendered under the terms of this
Agreement, and for other good and valuable consideration, the
receipt and adequacy of which is hereby acknowledged by the
Parties, the Parties hereby agree as follows:

     1.      Preamble / Definitions.     The above stated preamble
clauses are all incorporated herein as if fully set forth in the
body of this Agreement. All capitalized terms in this Agreement
shall, unless otherwise indicated herein, have the meanings assigned
to them in the Draft Employment Agreement. In this Agreement the
word "Company" shall be deemed to include Alfa, JOL and OmagineCo.

     2.      Term.      The term of this Agreement (the "Term")
shall, unless otherwise terminated in accordance with the
provisions of Article 8 hereof, be for the period beginning on
March 19, 2007 and ending on that date which is the earlier of:

      (i) the date (the "Financial Closing Date") on which
          OmagineCo signs the definitive documents with financial
          institutions and/or banks (collectively, the "Financial
          Institutions") whereby the Financial Institutions
          become legally obligated to provide OmagineCo with the
          construction financing necessary to design and
          construct the Omagine Project, or

     (ii) December 31, 2007, or

    (iii) the date Alfa ceases all operations and business or
          files for bankruptcy protection.

     3.      Hamdan's Obligations.      Hamdan agrees to exert his
best efforts (i) to assist the Company in accomplishing its
primary objective of completing all actions and tasks necessary to
cause OmagineCo to arrive at the Financial Closing Date, and (ii)
to perform those duties outlined in the Draft Employment
Agreement. In this respect, Hamdan agrees to devote that portion
of his business time and efforts to the business affairs of the
Company as he deems necessary to accomplish the foregoing. Hamdan
as part of his present business activities operates a real-estate
development business ("Paramount") and a title insurance and
mortgage business ("Premier") in the United States and is an
equity owner of The Renaissance Team, Inc., a New York
corporation ("TRT") and Renaissance Development Holdings Corp., a
New York corporation ("RDH"). Paramount, Premier, TRT, RDH and
any of their subsidiaries or affiliates are herein referred to as
the "Hamdan Affiliated Companies". Notwithstanding anything to
the contrary contained herein, the Company hereby expressly agrees
that Hamdan, at his sole discretion, shall be permitted to consult
for other businesses, including the Hamdan Affiliated Companies
during the Term, provided only, that such businesses are not
competitors of the Company. The Company has disclosed certain

                              2
portions of the Proprietary Information (as hereinafter defined)
to Hamdan and agrees to disclose to Hamdan such further portions
of the Proprietary Information which, in the judgment of the
Parties, is necessary to enable Hamdan to determine the needs and
requirements of the Company and to perform his obligations
hereunder.

     4.      Financial Disclosure by the Company.      The Company
agrees to disclose to Hamdan during the Term such corporate and
financial information, some of which may be material non-public
information, about their past and present operations and future
plans to allow Hamdan to develop a strategy to fulfill his
obligations and to accomplish the Company's objectives.

     5.      Effectiveness of Employment Agreement.      The Parties
agree (i) that pursuant to this Agreement Hamdan is neither an
employee, officer or director of the Company and further (ii)
that:

          (i)     if the Term of this Agreement ends as a result
of the occurrence of either of the events described in Section 2
(ii) or 2 (iii) herein, then Hamdan and Alfa will not execute any
employment agreement and no Party will have any further
obligations to the other Party except as specified in this
Agreement, but

         (ii)     if the Term of this Agreement ends as a result
of the occurrence of the event described in Section 2 (i) herein,
then on the first day of the month next following the Financial
Closing Date, Hamdan agrees that he will execute and deliver an
employment agreement with Alfa, the terms and conditions of which
will be as generally described in the Draft Employment Agreement.

     6.      Non-Disclosure by Hamdan .   Hamdan understands and
acknowledges the importance of maintaining the secrecy and
confidentiality of all information relating to or concerning the
Company and its products and plans, including but not limited to:
marketing plans, drawings, prototypes, products, designs,
documents, manuals, notes, photographs, customer lists, customer
notes, sales materials, customer proposals, sales orders, things
and information, whether oral or written, relating to the Company
or its products as well as all other confidential information,
financial or otherwise, relating to Alfa,   (the "Proprietary
Information"), and Hamdan   agrees to treat as confidential any and
all information, including the Proprietary Information, obtained
from the Company pursuant to this Agreement, and to that end
Hamdan   further agree:

     (a) except in the interest of fulfilling his obligations
under this Agreement, to not disclose the Proprietary Information
(which the Parties acknowledge may include material non-public
information, financial or otherwise, pertaining to Alfa), or any

                              3

portion thereof to third parties; and

     (b) to keep any and all of the Proprietary Information
obtained under this Agreement in strict confidence and to
segregate the Proprietary Information in a safe and secure
location to which only persons authorized herein to use such
information have access; and

     (c) to insure that the Proprietary Information, or any
portion thereof, is disclosed only to those employees of Hamdan
who have a need to know the Proprietary Information and to advise
those employees to whom the Proprietary Information is disclosed
of its confidential nature and of Hamdan 's obligations to treat
such Proprietary Information as confidential and to the extent
such employees are likewise obligated to maintain such Proprietary
Information in confidence in accordance with the terms of this
Agreement.

     6.1.     


 
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