EXHIBIT 10.8 INDEPENDENT CONTRACTOR CONSULTING AGREEMENTIndependent Contractor Agreement |
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EXHIBIT 10.8
INDEPENDENT CONTRACTOR
CONSULTING AGREEMENT
This
agreement ("Agreement") is
entered into this 16th day of August,
2004, by
and
between Ariel Way, LLC ("Ariel Way") having offices at 8000
Towers Crescent
Drive,
Suite 1200, Vienna, VA 22182 and Michael Jordan, ("Consultant"), having
an
address of Securities Counseling and Management, Inc., 2706 Fillmore Street,
Hollywood,
FL 33020.
WITNESSETH
WHEREAS, Consultant
is in the business of
locating companies that desire to
engage
in M&A services and support said services; and,
WHEREAS, Ariel Way wishes to engage the services of
Consultant for the purposes
of
introducing Ariel Way to companies that desire to engage M&A activities;
WHEREAS,
Consultant understands that Ariel Way is a private corporate entity but
that
the business plan for Ariel Way assumes an acquisition
or merger with a
public
corporate entity making the surviving
company a public company operating
under the rules
and conditions as
stated by the Securities
and Exchange
Commission
and that this Agreement will be assumed by the surviving entity after
amendments,
if necessary, upon the completion of the acquisition or merger.
NOW
THEREFORE, in consideration of the mutual covenants and agreements herein
contained, the
sufficiency of which
consideration is acknowledged
by the
parties,
the parties mutually covenant and agree as follows:
1.
Ariel Way engages Consultant as of the date above, on a non-exclusive basis,
from
the date of the execution of this
Agreement to locate and refer to Ariel
Way
companies that wish to engage in M&A activities with Ariel Way and to refer
companies to
Ariel Way. Consultant
is to be paid upon
the closing of a
Transaction
as defined below.
2.
TRANSACTION DEFINITION. As used herein,
the term "Transaction" is defined as
the
execution of a definitive agreement and closing of a transaction
between
Ariel
Way and a company ("Company"), referred to Ariel Way by Consultant.
3. FEES.
In the event Ariel Way completes
and closes a transaction with a
Company, as described in paragraph 2, then Ariel Way
agrees to pay Consultant,
as
compensation for services rendered, a consulting fee in accordance with the
attached
Schedule A.
4. TERM
OF AGREEMENT. This Agreement may be terminated by either party upon
thirty
(30) days prior written notice.
5.
Ariel Way agrees to use its best
efforts to execute an
engagement with a
Company referred by
Consultant if said Company is
determined in good faith by
Ariel
Way to be an entity for which Ariel Way's M&A activities are appropriate.
6.
Ariel Way acknowledges that it is Ariel Way's responsibility to negotiate and
consummate Company M&A agreement.
Ariel Way confirms and
acknowledges its
awareness that
Consultant is not authorized
to engage in the business
of
offering
or selling securities of Ariel Way in connection
with any potential
stock
swap, and that with respect to any funding
arrangements that involve the
sale or
offer of securities, Consultant
can act only as an advisor and cannot
offer,
sell, or solicit offers to purchase or sell any security.
Page 1 of 4
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7. NON-CIRCUMVENTION. Each Party
agrees to work together, and agrees not to
circumvent in any
manner, directly or
indirectly, with regard to any
third
parties, clients or contacts that have been identified by either party to each
other. All contacts,
discussions and other activity with all identified third
parties or accounts of Ariel Way shall be conducted by, through






