EXHIBIT 10.1
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INDEPENDENT CLIENT SERVICE AGREEMENT
This Independent Client Service Agreement ("Agreement") is made and
entered into
on this 22nd day of July 2008 by and between Cross Atlantic
Commodities, Inc.
(OTCBB:CXAC), located at 2800 Glades Circle, Suite 124 Weston, FL
33327
(hereinafter "CXAC") and David Keaveney (hereinafter "Consultant")
with
principal offices at 28248 N. Tatum Blvd. Suite B-1-434 Cave Creek,
AZ 85331.
Whereas, Consultant and/or Associates declare it is engaged in an
independent
business, and has complied with all federal, state and local laws
regarding
business permits, insurances and licenses of any kind that may be
required to
carry out said business and the tasks to be performed under this
Agreement.
Consultant and/or Associates also declares that it has and does
provide similar
product or services to clients in addition to contract services
provided to
CXAC.
Whereas, Consultant and/or Associates operate a legitimate business
and desires
to provide services for CXAC as set forth herein.
THEREFORE, IN CONSIDERATION OF THE FOREGOING REPRESENTATIONS AND
THE FOLLOWING
TERMS AND CONDITIONS, THE PARTIES AGREE:
1. SERVICES TO
BE PERFORMED. CXAC engages Consultant and/or Associates and
Consultant and/or Associates agree to:
a.
Assist with
product development for Spray n Shine.
b.
Advise on
corporate and public corporation administrative duties.
c.
Work with
management regarding corporate matters (i.e. reporting,
filings and officer/director compensation packages).
d.
Provide general
consulting services that are not related to capital
raising or the promotion of securities.
2. EFFECTIVE
DATE. The date in which services began by Consultant was July
10,
2008
and shall continue through September 10, 2008.
3. TERMS OF
PAYMENT. CXAC shall pay Consultant and/or Associates for the
above
described services, as the same are reasonably and acceptably
provided upon
signing this consulting agreement. Payments are to be made, costs
and fees
to
be reimbursed and prices to be charged until otherwise agreed
in
writing. At the option of CXAC, any outstanding unpaid consulting
fee shall
be
convertible, at any time and from time to time, into such number
of
fully paid and nonassessable registered shares of CXAC's Common
Stock by
the
Conversion Price as defined in Section 3d.
a.
CXAC agrees to
pay Consultant either thirteen thousand seven hundred
and fifty dollars ($13,750) or fifteen million (50,000,000)
registered
shares (the "Fee") as follows:
i. Six thousand
eight hundred and seventy five dollars ($6,875)
or twenty-five million (25,000,000) registered shares no
later than 5 business day after the signing of this
agreement for services already rendered in the month of
July.
ii. Six thousand eight
hundred and seventy five dollars ($6,875)
or twenty-five million (25,000,000) registered shares no
later than August 10, 2008 for payment of August servives.
b.
CXAC agrees to
register 50,000,000 shares in a S-8 registration and
shall cause such shares to be registered and effective in Arizona
no
later than August 31, 2008.
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c.
In addition to
payment penalties as described in Section 5, CXAC will
pay a one percent (1%) per month late fee for any"Fees" or invoice
not
paid.
d.
Conversion of
Consulting Fee of CXAC's Common Stock If Applicable. At
the option of CXAC, any outstanding unpaid consulting fee shall
be
convertible, at any time and from time to time, into such number
of
fully paid and nonassessable shares of the CXAC's Common Stock by
the
Conversion Price (as defined below) in effect at the time of
conversion. The Conversion Price at which free trading shares
of
Common Stock shall be deliverable upon written conversion request
by
Consultant and or Associates
