EXHIBIT 99.0
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CONSULTING AGREEMENT
This agreement is entered into on this 5th day of April, 2001 by and
between DotCom Internet Ventures Ltd., a Delaware corporation
(hereinafter referred to as "DOTCOM"), and Omnicast Media Group
Corp., a Delaware corporation , their heirs, designees or assignees,
(hereinafter referred to as "OMG"), and is made with reference to
the following recitations:
Whereas, DOTCOM has skills and expertise in the fields of business
consulting, due diligence, mergers and acquisitions, and public and
private offering structuring and transactions, and,
Whereas, for the purpose of advancing the business plans of OMG, OMG
wishes to contract for the control stock of a Securities and
Exchange Commission (the "SEC") registered and fully reporting
public shell company from DOTCOM, and,
Whereas DOTCOM owns or controls the control stock of a public shell
corporation (hereinafter referred to as "Shell" company, a
corporation organized under the laws of the State of Delaware,
having those classes and numbers of shares as more fully set forth
on the company information sheet attached hereto and made a part
hereof by reference. DOTCOM has control of Shell company and is
prepared to transfer the control block. Now, therefore, the parties
hereto hereby agree and covenant as follows:
(1) DOTCOM agrees to take certain actions, and undertake certain
obligations for the orderly transfer of the control block of stock
of Shell company (91% of the shares issued and outstanding) to OMG.
All expenses incurred by the Shell company, after the transfer of
control by DOTCOM to OMG, shall be the responsibility of the Shell
company.
(2) OMG agrees to pay DOTCOM a consulting fee of Twenty Five
Thousand Dollars ($25,000) by wire transfer to an account specified
by DOTCOM, as follows:
(a) First Payment. The first payment of Six Thousand Dollars
($6,000) shall be due upon the signing of this Agreement.
(b) Second Payment. The second payment of Ten Thousand Dollars
($10,000) shall be payable on May 5, 2001, thirty days from the date
hereof.
(c) Third Payment. The third and final payment of Nine Thousand
Dollars ($9,000) shall be payable on June 5, 2001, thirty days from
the date of the Second Payment.
(3) At closing, which shall take place at a time and place mutually
agreeable to the parties hereto, DOTCOM shall deliver OMG or its
designee the following:
(a) Certificates representing the shares being sold hereunder;
containing the following legend:
"The securities represented by this Certificate have not been
registered under the Securities Act of 1933 (the "Act") and are
"Restricted Securities" as the term is defined in Rule 144 under the
Act. The Common Shares may not be offered for sale, sold or
otherwise transferred except pursuant to an effective registration
statement under the Act or exemption, the availability of which is
to be established to the satisfaction of the Corporation."
(b) Necessary consents, if any, from the state of domicile of the
Shell company;
(c) All corporate books, records, and documents, stock books,
ledgers, minute books, articles and by-laws of the Shell company;
(d) Shareholder list of the Shell company;
(e) Resignations of all present officers and directors, effective as
of the closing date;
(f) Copy of latest audited financial statements;
(4) DOTCOM represents and warrants the following:
(a) that the Shell company is a corporation duly organized and
existing under the laws of the State of Delaware, unless otherwise
noted;
(b) that the Shell company will use its best efforts to preserve its
business organization intact.
(c) that the Shell company will not enter into any contract,
commitment or transaction, or declare, set aside or pay any
dividend, or make any distribution in respect of its capital stock,
or waive any obligation or liability, or compromise any claim, or
cancel any note, loan or other obligation owed to it, without the
consent of OMG.
(5) DOTCOM represents and warrants the following prior to closing:
(a) That DOTCOM will not cause any amendment to be made in the
Certificate of Incorporation or By-Laws of the Shell company, nor
issue or cause to be issued any additional shares of capital stock;
nor issue or cause to be issued any warrants, obligations,
subscriptions, options, convertible securities, or other commitments
under which any additional shares of its capital stock may be
directly or indirectly authorized, issued or transferred nor will
either agree to do any of the acts listed above.
(6) OMG represents and warrants the following prior to closing:
(a) That OMG is solely responsible for the decision to be acquired
by the Shell company,
(b) That OMG, the firm to be acquired by the Shell company which is
the subject of this agreement shall be suitable in all respects for
such merger.
(7) The parties shall at all times keep each other's information,
sources, trade secrets, processes, and confidential information
strictly confidential.
(8) DOTCOM is not rendering legal advise to OMG. Each party is
responsible for all of it's own professional, legal, accounting,
Broker-Dealer, and consulting fees as they may apply to each party.
(9) Should OMG terminate this transaction for any reason other than
the malfeasance or nonperformance of DOTCOM prior to the acquisition
of the Shell company, all monies paid to DOTCOM up until that point
shall be retained by DOTCOM as liquidated damages. The parties
agree to the reasonableness of these liquidated damages. All
documents and work product prepared for or on behalf of OMG by
DOTCOM up until that point shall become the property of OMG.
(10) DOTCOM warrants that the Shell company being transferred shall
be transferred with no liabilities and little or no assets, and
shall defend and hold OMG and the Shell company harmless against any
action by any third party against either of them arising out of, or
as a consequence of, any act or omission of DOTCOM or the Shell
company prior to, or during the closing contemplated by this
contract of sale. DOTCOM reserves the right, if necessary, to
substitute another Shell company acceptable to OMG of like worth.
(11) All of the representations and warranties contained within this
contract of sale, whether made by OMG or DOTCOM on behalf of the
Shell company, will be true and correct on the closing date as if
made on that date.
(12) At any time prior to the closing, OMG and their counsel,
accountants and other agents shall have full access during normal
business hours to all properties, books, accounts, records,
contracts and documents relating to the Shell company.
(13) This agreement shall be governed by the laws of the State of
Pennsylvania. The parties agree to the jurisdiction of the Courts
of the State of Pennsylvania as the forums for the resolution of any
legal disputes between the parties. OMG agrees to pay court costs,
attorney fees in a reasonable amount, and interest on any unpaid
balances at the judgment rate then in effect in the State of
Pennsylvania should it become necessary for DOTCOM to engage in
legal action to recover any portion of the purchase price or any
other fees from OMG.
(14) If any bona fide action or proceeding shall be pending against
any party on the closing date that could result in an unfavorable
judgment, decree or order that would prevent or make unlawful the
performance of this agreement, or if any agency of the federal or of
any state government shall have objected to it on or before the
closing date to this transaction, or if any prospectus contemplated
with respect to the issuance and sale of shares by Buyers shall have
been disapproved by any federal or state regulatory agency, either
party may cancel and terminate this agreement without liability to
the other. All representations and warranties of the parties shall
expire and terminate and be extinguished by the closing, and
consummation of the closing shall be conclusive proof that each
party is fully satisfied with the facts constituting the basis of
the representations and warranties of the other party and with the
performance of their obligations hereunder. This paragraph shall
not affect any obligation of any party under this contract that is
permitted to be performed in whole or in part after the closing.
(15) Neither party may assign this agreement without the prior
written consent of the other party, which consent shall not be
unreasonably withheld. However, DOTCOM may require up to 180 days
to perform due diligence on any assignee of OMG, and may reject any
assignee not qualified by DOTCOM.
(16) This documents contains the entire agreement between the
parties hereto. No oral or other representation or warranty has
been given to OMG by DOTCOM, and this agreement controls over any
and all oral representations made by any party to this transaction.
This agreement may only be modified by a writing, signed by the
parties.
(17) Each party agrees to execute all of the documents and do all of
the things necessary to effectuate the purpose of this agreement,
without delay or limitations.
Accepted and Agreed: Accepted and Agreed:
/s/ XXXXXXX XXX /s/ XXXX XXXXXXXXX
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DotCom Internet Ventures Ltd. Omnicast Media Group Corp.
Xxxxxxx Xxx Xxxx Xxxxxxxxx
President President
Mailing Address: Mailing Address:
DotCom Internet Ventures Ltd. Omnicast Media Group Corp.
0000 Xxxxxxxx, Xxxxx 000 0000 Xxxx Xxxxxxxxx Xxxx.
Xxxxxxxxxxxx, XX 00000-0000 Xxxxxxxxx Xxxxx, XX 00000
