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Business Consulting Agreement With David Mayer

This is an actual contract by Associated Automotive Group.
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Sectors: Specialty Retail
Governing Law: Florida, View Florida State Laws
Effective Date: September 01, 2001
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Business Consulting Agreement with David Mayer


BUSINESS CONSULTING AGREEMENT


THIS BUSINESS CONSULTING AGREEMENT (this "Agreement") is made and entered into this 1st day of September 2001, by and between Associated Automotive Group, Inc., a Nevada corporation, with its principal place of business at 2600 South Federal Highway, Delray Beach, Florida 33483 (hereinafter referred to as the "Company") and David Mayer, a consultant who resides at 611 S.E. 7th Street, Delray Beach, FL 33483 (hereinafter referred to as the "Consultant").


RECITALS


A. The Company desires to avail itself of the Consultant's experience, skills and abilities, and background and knowledge, and is willing to engage the Consultant upon the terms and conditions set forth herein.


B. The Consultant agrees to be engaged and retained by the Company upon said terms and conditions.


C. The parties hereto have each established a valuable reputation and goodwill in their respective businesses.


D. Each party hereto, by virtue of its relationship with the other party, will become familiar with and possessed with the manner, methods and other confidential information pertaining to the such other parties business activities.


NOW, THEREFORE, in consideration of the recitals, promises and conditions in this agreement, the Consultant and the Company agree as follows:


1. Consulting Services.


(a) During the term of this Agreement, the Consultant is hereby retained by the Company to provide consulting services to the Company as described below. The Consultant shall provide such consulting services as reasonably requested by the Company's Board of Directors and Chief Executive Officer during the term of this Agreement. Unless otherwise agreed to by the Company, all services hereunder shall be performed directly by the Consultant, and at his principal place of business or other offices.


(b) The Consultant agrees to assist the Company as follows:
i. the development of the Company's automotive
business;
ii. business marketing; and
iii. development of new business for the Company.


2. Term. The term of this Agreement shall be for a period of
twenty-four (24) months commencing on the date of this
Agreement and ending on November 1, 2003.


3. Compensation. The Company irrevocably grants to the
Consultant, in lieu of salary or any other compensation for
services, 56,434 shares of common stock (the "Shares") of the
Company.


4. Expenses of the Consultant. The Consultant shall be
responsible for all expenses incurred by the Consultant in the
performance of its duties hereunder, which expenses shall
include, postage, printing, long distance calls, transmitting
facsimiles, travel and wire service expenses reasonably
related to the Consultant's services to the Company.


5. Registration Rights.


(a) If at any time during the five years following the date hereof, the Company shall prepare and file one or more registration statements under the Securities Act of 1933, as amended (the"Act") with respect to a public offering of equity or debt securities of the Company, other than a registration statement on Forms S-4, S-8, or similar form, the Company will include in any such registration statement such information as required, and such number of the Shares as requested by the holder thereof (the "Holder") to permit a public offering of such Shares; provided, however, that if, in the sole discretion of the Company and the underwriter for the Company's public offering, the inclusion of the Shares requested to be registered, when added to the securities being registered by the Company or any other selling security holder(s), would exceed the maximum amount of the Company's securities that can be marketed without otherwise materially or adversely affecting the entire offering, then the Company may exclude from such offering that portion of the Shares required to be so registered so that the total number of securities to be registered is within the maximum number of shares that may be marketed without otherwise materially and adversely affecting the entire offering. The Company shall have sole and absolute discretion in making such determination. The Company shall use its best efforts to obtain promptly the effectiveness of such registration statement. The Company shall bear all fees and expenses other than the fees and expenses of Holder's counsel incurred in the preparation and filing of such registration statement and related state registrations, to the extent permitted by applicable law, and the furnishings of copies of the preliminary and final prospectus thereof to such Holder.


6. Cooperation. Both parties shall cooperate fully with each
other in the performance of the their respective obligations
under this Agreement including, without limitation, providing
all necessary information, executing


2


all documents and performing all actions reasonably required
in connection with such performance.


7. Independent Contractor. This Agreement shall not constitute an
employer- employee relationship. It is the intention of the
parties that the Consultant shall be at all times an
independent contractor of the Company. The Consultant shall
not have any authority to act as the agent of the Company and
shall not have the authority to, and shall not, bind the
Company to any agreements or obligations with a third pa
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