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Business Consulting Agreement

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 Agreements with David Mayer and Gerald Baizen


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


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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 party
except as otherwise authorized by the Company. Subject to the
express provisions herein, the manner and means utilized by
the Consultant in the performance of its services hereunder
shall be under the sole control of the Consultant.


8. Non-Disclosure of Confidential Information. Both parties
acknowledge that it is their policy to maintain as secret and
confidential all valuable information heretofore or hereafter
acquired, developed or used by each other in relation to their
respective business, operations, employees and contacts which
may give a competitive advantage in either party's industries
(all such information is hereinafter referred to as
"Confidential Information"). The parties recognize that, by
reason of the relationship of the parties, the parties may
acquire Confidential Information of the other party. The
parties recognize that all such Confidential Information is
the property of the owning party. In consideration of the
parties entering into this Agreement, the parties agree that:


(a) They shall never, directly or indirectly, publicly disseminate or otherwise disclose any Confidential Information obtained during the term of this agreement without the prior written consent of either party, it being understood that the obligation created by this subparagraph shall survive the termination of this Agreement;


(b) At all times, the parties shall exercise all due and diligent precautions to protect the integrity of any of the other party's documents embodying Confidential Information (which shall be marked "Confidential" by the supplying party prior to delivery and, if not so marked, shall not be deemed to embody Confidential Information), and upon termination of this Agreement, each party shall return all such documents (and copies thereof) in its possession or control to the other party; and


(c) In recognition of the foregoing, the parties represent, warrant and covenant that they will not in the future use or disclose any of such Confidential Information for the benefit of any person or other entity or organization under any circumstances at any time.


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9. Representations and Warranties. The Company hereby represents
and warrants to the Consultant as follows:


(a) This Agreement has been duly authorized, executed and delivered on behalf of the Company and is the valid and binding obligation of the Company, enforceable in accordance with its terms, subject only to the effect, if any, of bankruptcy laws or similar laws relating to the insolvency of debtors and to principles of equity and except as the Company's indemnification and/or contribution obligations under this Agreement may be limited under Federal or applicable state securities laws.


(b) The execution and delivery of, and the compliance with, this Agreement by the Company and the consummation by the Company of the transactions herein contemplated will not, with or without the giving of notice or the lapse of time, or both: (A) result in a material conflict with or breach of any of the material terms or provisions of, or constitute a default under, or result in the modification or termination of, or require consent under, or result in the creation or imposition of any lien, security interest, charge or encumbrance upon any of the material properties or assets of the Company pursuant to the terms of, any agreement or instrument to which the Company is a party or by which the Company may be bound or to which any of the property or assets of the Company is subject, or (B) violate the Company's articles of incorporation or by-laws or (C) have any material effect on any material license, permit, judgment, decree, order, statute, rule or regulation applicable to the Company or any of its properties or businesses.


10. Indemnification.


(a) The acts, statements and representations made by the Company to third parties are the sole responsibility of the Company, and the Company agrees to indemnify the Consultant and hold the Consultant harmless for any liabilities, claims, losses and expenses, including legal costs and expenses incurred by the Consultant, that result from acts, statements and representations made by the Company and its authorized representatives to third parties. The Company represents that all materials provided to the Consultant in relation to the consulting services to be provided hereunder are truthful and accurate, and the Consultant may rely upon same without independent verification of the facts or other information contained therein.


(b) The acts, statements and representations made by the Consultant without the approval of the Company to third parties which are not made in reliance upon information and/or material furnished to the Consultant by the Company, rather written or oral, are the sole responsibility of the Consultant, and the Consultant agrees to indemnify the Company for any liability, claims, losses and expenses, including legal costs and expenses incurred by the Company that result from the Consultant's representations made without the approval of the Company.


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11. Taxes. All taxes, duties and other governmental fees or
charges arising from the Consultant's receipt of remuneration
shall be borne by the Consultant, except to the extent that
the Company is responsible for the fee
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