CONSULTING SERVICES CONTRACT
This contract is made and entered into this date by and between Westnet
Communication Group, Inc., a Nevada corporation (hereinafter "Westnet"), and
Corporate Capital Formation, Inc., a Nevada corporation (hereinafter "CCF"). For
valuable consideration, the receipt and sufficiency of which is acknowledged by
the parties, the parties have agreed:
1. Westnet desires to become a "reporting company" as defined under Section 12
of the Securities Act of 1933, as amended, and further desires that its
securities become listed and quoted in one or more United States securities
quotations services, including but not limited to the inter-dealer quotation
system ("Pink Sheets"), the Over-the-Counter Bulletin Board operated by the
National Association of Securities Dealers ("NASD"), and the NASDAQ Stock
Exchange. CCF is able and willing to assist Westnet in this business objective
on the following terms and conditions.
2. CCF will assist Westnet in preparing a registration statement to be filed
with the U. S. Securities and Exchange Commission ("Commission"), using Form
10-SB or such other form as may be subsequently designated by the Commission,
for the purpose of registering all of the outstanding securities of Westnet. CCF
will use its best efforts to secure the earliest possible effective date for
such registration, however Westnet understands and acknowledges that the
Commission may in its sole discretion suspend effectiveness indefinitely pending
Westnet's response to comments, if any, concerning material contained in or
omitted from the registration statement. CCF will assist Westnet in promptly
answering any such comments. CCF will submit the registration statement to the
Commission's X.X.X.X.X. electronic filing system, together with such amendments
as may subsequently be required in response to Commission comments. Further,
upon the eventual effectiveness of said registration statement, CCF will submit
to the X.X.X.X.X. system each required Form 3 Initial Statement of Beneficial
Ownership of Securities, and the first required Form 10Q-SB.
Further, CCF will undertake to locate and enlist one or more NASD member firms
willing to become market-maker(s) for Westnet securities and submit price
quotations to the brokerage community via Pink Sheets, OTC-Bulletin Board, or
NASDAQ. CCF shall exercise its discretion in determining to which NASD members
Westnet shall be submitted, and in the manner of submission, except that at a
minimum CCF shall prepare and maintain current the information required to be
submitted pursuant to Rule 15(c)(2)(11) promulgated under the Securities
Exchange Act of 1934, as amended.
3. Westnet will provide CCF with convenient and unrestricted access to all
corporate books and records of Westnet, and material information in any form,
including but not limited to minutes, resolutions, proxies, stock records,
voting trust agreements, contracts, letters of intent, significant verbal
agreements, and any and all other data such as may be necessary or useful in the
performance of services hereunder.
4. Westnet will pay to CCF the sum of ten thousand United States dollars
(US$10,000) payable upon execution of this agreement, as follows:
A. The amount of $5,000 shall be paid upon execution hereof;
B. The amount of $5,000 shall be paid upon submission of the registration
statement to the X.X.X.X.X. electronic filing system.
Further, Westnet shall issue to CCF 300,000 shares of Westmet common stock,
valued at par, as additional compensation for services provided hereunder, such
shares to be deemed fully paid and non-assessable when delivered. CCF shall take
title to such shares subject to such legal restrictions on resales as are
applicable to non-registered securities issued to a consultant of the issuer.
In the event of early termination of this agreement, Westnet shall be entitled
to a refund of any unearned moneys advanced hereunder.
5. Westnet agrees that CCF's services are to be rendered on a non-exclusive,
"best efforts" basis. Westnet acknowledges and agrees that CCF is not a law
firm, and that the relationship of the parties is one of consultant and client,
not attorney and client, and that accordingly, no legal privilege exists as to
information or documents provided to CCF by Westnet. CCF warrants that it will
exercise the utmost diligence in safeguarding any such information which Westnet
clearly identifies to CCF as sensitive or confidential or a business secret, but
nevertheless can be compelled by process of law to disclose such information in
certain legal proceedings.
6. Nothing herein shall be construed to create a partnership, joint venture, or
employer-employee relationship between the parties; at all times, CCF is an
independent contractor.
7. CCF, its associates, agents, attorneys and employees will act in a
responsible, professional manner at all times and in all matters relating to
this contract.
8. The term of this contract shall be until all promises hereunder have been
fulfilled, unless earlier terminated by written notice of a party delivered to
the principal business address of the other party. In the event of such early
termination, Westnet shall be entitled to receive a refund of any fees paid to
CCF but not yet earned, and CCF shall promptly deliver to Westnet any and all
Westnet books, records or other property in its possession.
9. This consulting services contract shall be governed by the laws of the state
of Nevada, United States of America . A facsimile copy of this document signed
and faxed by the parties severally hereto, shall be valid as that of an
original. Westnet represents that it has the necessary authority to enter into
this contract and be bound by the terms herein.
IN WITNESS, the parties have signed this contract the date below indicated.
/s/ Xxxxxxxxx X. Xxxxxxx /s/ Xxxxx Xxxxxxx
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Xxxxxxxxx X. Xxxxxxx, President Xxxxx Xxxxxxx, Managing Director
WESTNET COMMUNICATON GROUP, INC. CORPORATE CAPITAL FORMATION, INC.
0000 X. Xxxxxx Xxx, Xxxxx 000 0000 X. Xxxxxx Xxx
Xxx Xxxxx, XX 00000 Xxx Xxxxx, XX 00000
12/1/99 12/1/99
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