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
<PAGE>
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 or in
conjunction with Ariel Way. Each Party further
agrees that in the
event of the
termination of this contract by either party that they will not engage or
contact any third parties
introduced to each other for a period of not less than
2 years after the
termination of this
contract, without the
expressed
written
consent of the other
part
