LOUISIANA FOOD Co - FORM S-1/A - EX-10.7 - November 18, 2010
Attached files
This Consulting Agreement is made as of the 26th day of August, 2010, by and between Rage
Marketing, Inc. (“Consultant”), and Louisiana Food Company, a Nevada corporation (the
“Company”).
WHEREAS, A key component of the Company’s business plan is that it become a
publicly-traded company by the end of 2010; and
WHEREAS, to accomplish this objective, the Company intends to file, in the near
future, with the SEC a Registration Statement on Form S-1 and, thereafter, to
establish a trading market for its common stock; and
WHEREAS, Consultant specializes in developing and implementing corporate
awareness programs and financial public relations programs; and
WHEREAS, the Company desires to be assured of the association and services of
Consultant, in order to avail itself of Consultant’s experience, skills, abilities,
knowledge and background to provide corporate awareness and financial public
relations services; and
WHEREAS, Consultant agrees to be engaged and retained by the Company upon the
terms and conditions set forth herein; and
NOW THEREFORE, in consideration of the mutual covenants herein contained, it is agreed:
1. The Company hereby engages Consultant, on a non-exclusive basis, to render
consulting services with respect to the development and implementation of a financial public
relations strategy on behalf of the Company. Consultant hereby accepts such engagement and agrees
to render such consulting services throughout the term of this Agreement. Consultant agrees that it
shall be responsible for all expenses incurred in his performance hereunder. It is further agreed that
Consultant shall have no authority to bind the Company to any contract or obligation or to transact
any business in the Company’s name or on behalf of the Company, in any manner. The parties intend
that Consultant shall perform his services required hereunder as an independent contractor.
2. The term of this Agreement shall commence upon the mutual execution of this
Agreement and shall continue until August 31, 2011.
3. In consideration of the services to be performed by Consultant, the Company agrees
to pay to Consultant the following compensation:
the sum of $10,000, payable by the issuance of 2,000,000 shares of the
Company’s $.001 par value common stock upon the mutual execution of the
Agreement.
4. The Company represents and warrants to Consultant that:
A. The Company will cooperate fully and timely with Consultant to enable
Consultant to perform his obligations hereunder.
B. The execution and performance of this Agreement by the Company has been
duly authorized by the Board of Directors of the Company.
C. The performance by the Company of this Agreement will not violate any
applicable court decree, law or regulation, nor will it violate any provisions of the organizational
documents of the Company or any contractual obligation by which the Company may be bound.
5. Consultant represents and warrants to the Company that:
A. The execution and performance of this Agreement by Consultant has been
duly authorized by its governing body.
B. The performance by Consultant under this Agreement will not violate any
applicable court decree, law or regulation, nor will it violate any provisions of any contractual
obligation by which Consultant may be bound.
C. Consultant represents and warrants that it has investigated the Company, its
financial condition, business and prospects, and has had the opportunity to ask questions of, and to
receive answers from, the Company with respect thereto. Consultant acknowledges that it is aware
that the Company currently lacks adequate capital to pursue its full plan of business.
D. Consultant represents and warrants to the Company that the shares of common
stock being acquired pursuant to this Agreement are being acquired for its own account and for
investment and not with a view to the public resale or distribution of such shares and further
acknowledges that the shares being issued have not been registered under the Securities Act or any
state securities law and are “restricted securities”, as that term is defined in Rule 144 promulgated
by the SEC, and must be held indefinitely, unless they are subsequently registered or an exemption
from such registration is available.
E. Consultant consents to the placement of a legend restricting future transfer
on the share certificates representing the shares of common stock to be issued hereunder, which
legend shall be in the following, or similar, form:
“THE STOCK REPRESENTED BY THIS CERTIFICATE HAS BEEN
ISSUED IN RELIANCE UPON THE EXEMPTION FROM
REGISTRATION AFFORDED BY SECTION 4(2) OF THE SECURITIES
ACT OF 1933, AS AMENDED. THE STOCK MAY NOT BE
TRANSFERRED WITHOUT REGISTRATION EXCEPT IN
TRANSACTIONS EXEMPT FROM SUCH REGISTRATION.”
6. Until such time as the same may become publicly known, the parties agree that any
information provided to either of them by the other of a confidential nature will not be revealed or
disclosed to any person or entity, except in the performance of this Agreement, and upon completion
of Consultant's services and upon the written request of the Company, any original documentation
provided by the Company will be returned to it. Consultant, including each of its affiliates, will not
directly or indirectly buy or sell the securities of the Company at any time when it or they are privy
to non-public information.
Consultant agrees that it will not disseminate any printed matter relating to the
Company without prior written approval of the Company.
Consultant agrees that it will comply with all applicable securities laws, in performing
on behalf of the Company hereunder.
7. All notices hereunder shall be in writing and addressed to the party at the address
herein set forth, or at such other address as to which notice pursuant to this section may be given,
and shall be given by personal delivery, by certified mail (return receipt requested), Express Mail
or by national or international overnight courier. Notices will be deemed given upon the earlier of
actual receipt of three (3) business days after being mailed or delivered to such courier service.
Notices shall be addressed to Consultant at:
Rage Marketing, Inc.
19748 East Colima Road
Rowland Heights, California 91746
and to the Company at:
Louisiana Food Company
917 Third Street
Norco, Louisiana 70079
8. Miscellaneous.
A. In the event of a dispute between the parties arising out of this Agreement,
both Consultant and the Company agree to submit such dispute to arbitration before the American
Arbitration Association (the “Association”) at its Dallas, Texas, offices, in accordance with the then-current rules of the Association; the award given by the arbitrators shall be binding and a judgment
can be obtained on any such award in any court of competent jurisdiction. It is expressly agreed that
the arbitrators, as part of their award, can award attorneys fees to the prevailing party.
B. This Agreement is not assignable in whole or in any part, and shall be binding
upon the parties, their representatives, successors or assigns.
C. This Agreement may be executed in multiple counterparts which shall be
deemed an original. It shall not be necessary that each party execute each counterpart, or that any one
counterpart be executed by more than one party, if each party executes at least one counterpart.
D. This Agreement shall be governed by, and construed in accordance with, the
laws of the State of Nevada.
LOUISIANA FOOD COMPANY
By: /s/ DAVID LOFLIN
David Loflin
President
RAGE MARKETING, INC.
By: /s/ HERIBERTO CRUZ
its authorized agent
