CONSULTING AND FINANCIAL SERVICES AGREEMENT
THIS AGREEMENT is executed and made effective as of the 15th day of
September, 1999, between Xxxxxxx X. Xxxx, (herein referred to as Xxxx), and
Xxxxx Xxxxxxxx Entertainment, Inc. a Colorado corporation (herein referred
to as JNE).
WHEREAS, Xxxx for purposes of this Agreement is engaged in providing
consulting and FINANCIAL services in the areas of developing, managing and
marketing financial services for its clients; and
WHEREAS, JNE has expertise in developing e-commerce businesses for the
professional and consumer market worldwide; and
WHEREAS, JNE desires to have the services of Xxxx made available to it on
the terms and conditions hereinafter set forth;
NOW THEREFORE, in consideration of the premises and other good and valuable
consideration, receipt of which is hereby acknowledged by each party, the
parties hereto agree as follows:
1. Consulting and Financial Services.
* Assist in the Creation of an investor package
* Broker/Dealer Relations: Disseminate IR packages and corporate profiles to
pre-qualified brokers.
* Introduction of market makers interested in making a market in the "Public
Company" stock.
* Increase awareness amongst institutional and individual investors.
* Introduce industry analysts to the company.
* Assist in the drafting and dissemination of press releases through
appropriate wire services.
* Maintain broadcast fax list and mailing list for new press releases through
appropriate wire services.
* Answer all shareholders inquiries
* Organize and attend any conference or industry forums on behalf of "Public
Company"
* PMR and Associates agrees to abide by all federal and state laws and
regulations concerning investor relations, stock promotions and public
disclosure requirements.
* PMR and Associates agrees to keep all information confidential derived
from this agreement until otherwise agreed upon by the parties.
2. Term. The term of this Agreement shall be for the period from
March 1, 1999 to December 31,2000. This Agreement may be extended for such
other additional periods by mutual Agreement executed in writing between the
parties.
3. Compensation. During the term hereof, AND AS FULL I AND adequate
payment for the services provided by Xxxx hereunder, JNE shall pay to Xxxx a
the following:
A. Retainer: 200,000 (two hundred thousand) common shares in "JNNE"
of restricted stock for one year under rule 144 for consulting services.
B. Options: "Public Company" agrees to xxxxx Xxxxxxx X. Xxxx an option to
purchase 1,000,000 (one million) free trading shares of common stock subject
to a registration for a purchase of $0.50 (fifty cents). These options are
to expire on December 31, 2000.
4. Termination. By thirty (30) days prior written notice to the other,
either JNE or Xxxx may terminate the Agreement at any time for failure of
the other to comply with the terms and conditions. In the event (if such
termination, Xxxx, shall be entitled to payment under the provisions set
forth herein, for all amounts earned at the time of the termination.
Termination for failure of the other party to perform shall not prejudice
said party in any respect.
5. Indemnity. The parties agree to indemnify, defend, and hold harmless the
other, their officers, employees and agents, harmless from and against any
loss, liability, claim or demand on account of injury to or death of persons
(including employees of the indemnifying party) or damage to or loss of
property of third parties arising directly or indirectly out of acts or
omissions of the indemnifying party, their employees or agents in the
performance of the services hereunder.
6. Independent Contractor. Nothing in the Agreement shall be deemed to
constitute Xxxx or any of Xxxx'x employees or agents to be the agent,
representative or Xxxx of JNE. Xxxx shall be an independent contractor and
shall have responsibility for and control over the details and means of
performing the services hereunder and shall be subject to the directions of
JNE only with respect to the scope and general results required.
7. Further Assurances. At any time, and from time to time, each party will
execute such additional instruments and take such action as may be
reasonably requested by the other party to confirm or otherwise carry out
the intent and purposes of this Agreement.
8. Waiver. Any failure on the part of either party hereto to comply with any
of their obligations, agreement,.;. or conditions hereunder may be waived
only in writing by the party to whom such compliance is owed.
9. Governing Law. This Agreement shall be construed and governed by
the laws of tile State of California.
10. Interpretation. Whenever possible, each provision of this Agreement
shall be interpreted in such manner as to be valid and effective under
applicable law, such provision shall be ineffective to the extent of such
prohibition or invalidity without invalidating the remainder of such
provision or the remaining provisions of this Agreement. The parties
acknowledge and agree that this Agreement was a product of negotiation
between the parties and no provision or term herein shall be in any manner
construed against either party as the drafter thereof.
11. Counterparts, Telefacsimile. This Agreement may be executed in
counterparts. and each counterpart or set thereof shall be deemed to be a
duplicate original. Executed copies of this Agreement may be delivered by
telefacsimile, and delivery of a duplicate original and sufficient delivery
to result in entry to this Agreement by the transmitting party, provided
however, that within ten (10) days thereunder a signed duplicate original
shall be forwarded to the party to whom a telefacsimile copy was forwarded.
IN WI MESS WHEREOF, the parties have executed this Agreement the day and
year first above written.
XXXXX XXXXXXXX ENTERTAINMENT INC. XXXXXXX X. XXXX
By: /s/Xxxxxx X. Xxxxxxxx By:/s/ Xxxxxxx X. Xxxx
Xxxxxx X. Xxxxxxxx
Chairman/CEO
