CONSULTING AGREEMENT
THIS AGREEMENT is executed and made effective as of the 8th day of March,
2000, between JRB Information Services, (herein referred to as JRB), and Go
Online Networks Corporation, a Delaware corporation (herein referred to as GOL).
WHEREAS, JRB for purposes of this Agreement is engaged in providing
consulting services for Internet kiosks; and
WHEREAS, GOL has expertise in developing e-commerce businesses for the
professional and consumer market worldwide; and
WHEREAS, GOL desires to have the services of JRB 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 Services. During the period of this agreement, JRB
agrees to perform services in a professional capacity and to represent GOL to
aid and assist in developing Internet Kiosk support and market awareness for Go
Online Kiosk. JRB agrees to provide certain consulting services to GOL's Go
Online Kiosk Division to assist GOL to gain access to certain hotel and shopping
mall locations in the greater metropolitan Atlanta, GA area.
2. Term. The term of this agreement will be for a period of one (1) year
from the date of execution.
3. Compensation. JRB will be compensated by the payment of 15,000
shares of Go Online Networks common stock. GOL agrees to undertake a
registration of these shares at its earliest opportunity. In any case, GOL
agrees to register these shares prior to April 5, 2000.
4. Termination. By thirty (30) days prior written notice to the other,
either GOL or JRB may terminate the Agreement at any time for failure of the
other to comply with the terms and conditions. In the event of such
termination, JRB, 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 JRB or any of JRB's employees or agents to be the agent,
representative or JRB of GOL. JRB 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 GOL 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. Governing Law. This Agreement shall be construed and governed by
the laws of the State of California.
9. 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 WITNESS WHEREOF, the parties have executed this Agreement the day and year
first above written.
GO ONLINE NETWORKS CORPORATION JRB INFORMATION SERVICES
By: /s/ Xxxxxx X. Xxxxxxxx By: Xxxxxxx Xxxxxxx
Xxxxxx X. Xxxxxxxx Xxxxxxx Xxxxxxx
Chairman/CEO
