|
<PAGE>
Exhibit 10.1
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (this "Agreement") is made and entered
into
as of May 1, 2008, by and between INTERNATIONAL MONETARY
("Consultant"), a
California corporation, and SMOKEY MARKET FOODS, INC.
("Company"), a public
corporation (OTCBB: SMKY).
NOW, THEREFORE, for and in consideration of the mutual promises
herein
contained and the benefits that have and will inure to each of
the parties
hereto, the parties hereto do agree as follows:
1. SERVICES. Subject to the terms and conditions of this
Agreement,
Consultant agrees to perform for Company the following
services:
A. Identify underwriters, funds, institutional investors
and other sources of capital for equity/debt
financing;
B. Corporate planning, strategy and negotiations with
potential strategic business
partners/alliances/investors/M&A candidates and other
general consulting needs as expressed by Company;
C. Identify and coordinate investor relations services;
D. Identify and direct affiliates who specialize in the
financial media and public relations to the
investment community;
E. Identify Analysts and/or Registered Investment
Advisors (RIA's) who have opt- in client/investor
databases whom they provide research recommendations
to;
F. Planning and organizing meetings and calls with
strategic broker/dealers and individual brokers able
to participate in "penny stocks";
G. Identify and direct opt-in email micro cap investor
databases and have press releases, research, and
other Company information distributed to them;
H. Identify, coordinate, and direct telemarketing rooms
calling on stockbrokers and investors who may have an
interest in participating in the Company's stock;
I. Guidance and assistance in other available
alternatives to maximize shareholder value;
Such services are hereinafter referred to as "Services." Company
agrees
that Consultant shall have ready access to Company's staff and
resources as
necessary to perform the Consultant's Services provided for by
this Agreement.
Company agrees that the cost of legal, accounting, investor
relations and
Director services are the responsibility of the Company and not
of the
Consultant. Consultant and its members, principles, employees
and agents are not
officers or directors of the Company. Consultant shall have no
power to bind
Company to any contract or obligation or to transact any
business in Company's
name or on behalf of Company in any manner.
1
<PAGE>
It is expressly understood and agreed by Company that, in
reliance upon
Company's representations, warranties and covenants contained
herein,
immediately upon execution and delivery of this Agreement by
Company, Consultant
is setting aside and allocating for the benefit of Company
valuable resources
(including, without limitation, capital and reservation of work
schedules of
employees) required to fulfill Consultant's obligations
described in Item 1,
above. In doing so, Consultant agrees to forebear from
undertaking other
opportunities and commitments (that would result in enrichment
to Consultant) in
order to be available to provide Company the services
contemplated by this
Agreement.
2. PERIOD OF PERFORMANCE. The Company shall hire Consultant for
a
period of three (3) months commencing on the date hereof, unless
earlier
terminated pursuant to the terms of this Agreement, see Item 6,
below. The
Agreement may also be extended for additional time periods, upon
agreement by
both parties, and compensation will be based upon the Company's
share price (if
in Company shares) at that later date.
3. EXCLUSIVITY, PERFORMANCE AND CONFIDENTIALITY. The services
of
Consultant hereunder shall not be exclusive, and Consultant and
its agents may
perform similar or different services for other persons or
entities whether or
not they are competitors of Company. The Consultant agrees that
it will, at all
times, faithfully and in a professional manner perform all of
the duties that
may be reasonably required of the Consultant pursuant to the
terms of this
Agreement. Consultant shall be required to expend only such time
as is necessary
to service Company in a commercially reasonable manner. The
Consultant does not
guarantee that its efforts will have any impact upon the
Company's business or
that there will be any specific result or improvement from the
Consultant's
efforts. Consultant acknowledges and agrees that confidential
and valuable
information proprietary to Company and obtained during its
engagement by the
Company, shall not be, directly or indirectly, disclosed without
the prior
express written consent of the Company, unless and until such
information is
otherwise known to the public generally or is not otherwise
secret and
confidential
4. COMPENSATION FOR SERVICES.
a) Initially, Company agrees to compensate Consultant for
Services in the
amount of four hundred thousand (400,000) common shares (the
"Shares")
due on the date hereof. The "restricted" Shares issued to
the
Consultant on the date hereof, shall have the status of
"restricted"
securities as the term is defined by Rule 144 under the
Securities Act
of 1933, as amended. Company agrees to provide legal opinion of
counsel
and clear certificates under rule 144 six (6) months from the
effective
date of this Agreement in accordance with the appropriate laws
and
rules and regulations of the Securities and Exchange
Commission.
b) In addition, upon the Consultant's introduction directly or
indirectly
to Company of one or more professional contacts who are
underwriters,
funds, accredited investors and other sources of capital
("Contact" or
"Contacts"), who successfully arrange financing for all or a
portion of
Company's financing needs, the Company agrees to compensate
Consultant
in the amount of one hundred twenty thousand ($120,000) dollars
for the
continued IR/PR Services in item 1 above for a period of one (1)
year
from the date hereof. The additional compensation shall be paid
in cash
and/or restricted securities of Company at the discretion of
2
<PAGE>
Consultant. Consultant and Company acknowledge and agree that
the form
and substance of the financing shall be satisfactory to Company
in its
sole judgment, and that Consultant is acting only as a "finder"
of
Contacts. Consultant is not a registered broker-dealer under
Section
15A of the U.S. Securities Exchange Act of 1934, or any similar
state
law, and cannot, and shall not be required hereunder, to engage
in the
offer or sale of securities for or on behalf of the Company.
While
Consultant has preexisting relationships and contacts with
various
accredited investors, registered underwriters and investment
funds,
Consultant's participation in any actual or proposed offer or
sale of
Company securities shall be limited to that of a "finder" for
the
Company. The Company acknowledges and agrees that the
solicitation and
consummation of any purchases of the Company's securities shall
be
handled by the Company and one or more Contacts engaged by the
Company
for such purposes.
The Shares (above), when issued as directed by Consultant, will
be duly
authorized, validly issued and outstanding, fully paid and
non-assessable, and
will not be subject to any liens or encumbrances. Securities
shall be issued to
Consultant in accordance with a mutually acceptable plan of
issuance as to
relieve securities or Consultant from restrictions upon
transferability of
shares in compliance with applicable registration provisions or
exemptions.
After careful review and extensive discussions and negotiations
between
Company and Consultant and their advisors, Company agrees that,
when received by
Consultant, the above-described consideration shall be
nonrefundable regardless
of the circumstances, whether foreseen or unforeseen upon
execution and del
| 
