EXHIBIT 10.7
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT, made this 1st day of June, 1998 by and
between ARXA International Energy, Inc., a Delaware corporation with its
principal offices located at 000 Xxxxxxx Xxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx,
Xxxxx 00000 ("ARXA") AND FYI Financial Corporation, a Colorado corporation
with its principal offices located at 00000 X. Xxxxxxx Xxx., Xxxxx 00,
Xxxxxx, Xxxxxxxx 00000 ("FYI"),
WITNESSETH THAT: WHEREAS, ARXA desires to secure investor public relations
support in the dissemination of its corporate and financial information, and
FYI is engaged in the business of disseminating information on the Internet,
and the parties have agreed upon the terms of a thirty day trial relationship
and desire a document to formalize and evidence their understandings;
NOW THEREFORE, in consideration of the mutual covenants herein and intending
to be legally bound, the parties have agreed as follows:
1. ARXA retains FYI, and FYI accepts such retention, on the terms and
conditions of this Agreement. This Agreement shall be for a period of thirty
(30) days, commencing on the date of which the first dissemination begins.
2. ARXA shall initially provide FYI with a Corporate Profile, which FYI
shall fully disseminate within ten (10) days after receipt from ARXA.
Thereafter, during such thirty (30) day test period, ARXA shall provide FYI
with such current news, press releases, or other investor information as ARXA
may select and FYI shall fully disseminate such within ten (10) days after
receipt from ARXA. In all instances, FYI shall commence dissemination no
later than the day after receipt from ARXA and shall fully complete
dissemination to its data base within nine (9) days thereafter.
3. ARXA represents and warrants that the information to be provided to FYI
shall be true and correct and consistent with its SEC filings under the 1934
Act. ARXA shall indemnify FYI and hold FYI harmless from any claims,
damages, judgments, or losses incurred by FYI as a result of any inaccuracies
in the information provided by ARXA to FYI. FYI shall have no responsibility
to check the information provided for accuracy of conformity to SEC filings
and shall rely upon ARXA.
4. FYI represents and warrants that its dissemination will be in accordance
with applicable laws, rules and regulations. FYI shall indemnify ARXA and
hold ARXA harmless from any claims, damages, judgments, or loses incurred by
ARXA as a result of any
violation by FYI of any laws, rules and/or regulations applicable to its
dissemination procedures. ARXA shall have no responsibility to check the
procedures being used by FYI and shall rely upon FYI.
5. As full and complete consideration for FYI's dissemination services
during the term of this Agreement, ARXA shall promptly after the execution of
this Agreement file a Form S-8 with the SEC for the registration of 25,000
shares of ARXA's Common Stock and pursuant to such filing, upon receipt
thereof by the SEC, shall issue to FYI such 25,000 shares as free trading
shares.
IN WITNESS WHEREOF, intending to be legally bound, the parties have executed
this Consulting Agreement:
ARXA INTERNATIONAL ENERGY, INC. FYI FINANCIAL CORPORATION
By: /s/ L. Xxxxx Xxxx By: /s/ Xxxxxx X. Xxxxxx
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L. Xxxxx Xxxx, President Xxxxxx X. Xxxxxx, President
