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Exhibit 6
CONSULTING AGREEMENT
THIS AGREEMENT (the "Agreement") is made and entered into by and between
INTERNATIONAL ENVIRONMENTAL MANAGEMENT, INC., et. al., a Nevada Corporation (the
"Company") and all successor corporate entities; and GLOBAL CAPITAL GROUP, INC.,
a Florida corporation (the "Consultant"); the Company and the Consultant being
hereinafter collectively referred to as the "Parties" and generically as a
"Party".
PREAMBLE
WHEREAS, the Consultant has substantial experience in the areas of
financial consulting and venture capital financing; and
WHEREAS, the Company desires to retain the Consultant's services and has
requested that the Consultant include the Company within its selected and
limited group of clients; and
WHEREAS, the Consultant is agreeable to such arrangement and is willing
to forego significant other opportunities of a similar nature, subject to the
following terms and conditions:
NOW, THEREFORE, in consideration for the Consultant's agreement to
perform the hereinafter described services as well as of the premises, the sum
of TEN DOLLARS ($10.00), and other good and valuable consideration, the receipt
and adequacy of which is hereby acknowledged, the Parties, intending to be
legally bound, hereby agree as follows:
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WITNESSETH:
ARTICLE ONE
RETENTION
1.1 DUTIES - GENERAL PURPOSE
_______The Company hereby engages and retains the Consultant to act as its
exclusive agent to assist it in developing corporate programs and structuring
corporate transactions and affairs as the Consultant deems necessary to enable
the Company to establish its operations as envisioned by the Company's business
plan which has been discussed by the Parties. The Company acknowledges that
Consultant is not a NASD member firm and is not acting in the capacity of a
broker/dealer in performing its duties as set forth herein.
1.2 DEVELOPING DUTIES
_______The Consultant's duties, which relate to the operation of the Company and
for which he will receive the compensation specified elsewhere in this Agreement
are:
1.3 To make recommendations on and assist in introducing the Company and its
business concept to one or more registered NASD member firms who will
participate in raising capital for the Company through the sale of the Company's
common stock pursuant to a limited or private offering exemption. Consultant
shall also introduce the Company to other consultants specializing in various
areas of corporate finance and development, shareholder communications, and
public relations.
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1.4 FINANCIAL DUTIES
_______The Consultant's duties that relate to the financial aspects of the
Company and for which it will receive the compensation specified elsewhere in
this Agreement include but are not limited to locating an investment source for
funding an offering of the Company's securities; introducing the Company to NASD
member firms for funding and market-making purposes.
1.5 ADDITIONAL DUTIES
_______In the event the Company requests that the Consultant render services to
it other than those specified in this Agreement, the Company and the Consultant
shall enter into a written supplemental agreement setting forth the duties to be
performed and the compensation therefore.
1.6 TERM
The initial term of this non-exclusive Agreement shall be two years;
however, it shall be automatically renewed for continuing one year terms unless
either Party gives to the other, within 30 days prior to the end of the annual
term then in effect, written notice of intention not to renew, which notice may
contain requested modifications to this Agreement, the written and signed
acceptance of which by the notified Party shall result in an amendment and
extension of this Agreement without requirement for further action. In the event
that this Agreement is terminated, Company acknowledges that payments due
Consultant are still due pursuant to the terms of this Agreement and that all
payments thereby due Consultant for services performed will remain a continuing
obligation on the Company.
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ARTICLE TWO
CONSULTANT'S COMPENSATION
2.1 COMPENSATION
_______As compensation for the services to be provided pursuant to this
Agreement, the Consultant shall receive from the Company for the services herein
described, the following compensation:
(a) For Consultant's services, Consultant shall be entitled to receive
immediately 200,000 (two hundred thousand) shares of the Company's
issued and outstanding common stock.
(b) Also, the exclusive right to participate in up to, but not limited
to $950,000 (nine hundred and fifty thousand dollars) of the
companies regulation 504 D common stock offering at $.50 (fifty
cents) per share
2.2 MISCELLANEOUS
_______(a) Closing is contingent upon the Company receiving proceeds from the
sale of its securities in the limited offering.
(b) The Company designates and empowers the Consultant to act as its
representative for the purposes of performing the Consultant's duties specified
in Section One and to assist in effectuating a successful offering of the
Company's securities.
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ARTICLE THREE
REPRESENTATIONS AND WARRANTIES
3.1 The Company hereby represents, warrants and covenants that it will keep
the Consultant fully informed of all material Company plans and developments,
that all such information will be true, and will not omit any information
necessary, in light of the information provided, to render such information not
misleading.
3.2 The Parties acknowledge that the shares of common stock issued pursuant
to this Agreement may be shares of any successor entity pursuant to a
reorganization or merger between the Company and any other entity.
ARTICLE FOUR
MISCELLANEOUS
4.1 NOTICES
All notices, demands or other written communications hereunder shall be
in writing, and unless otherwise provided, shall be deemed to have been duly
given on the first business day after mailing by United States registered or
certified mail, return receipt requested, postage prepaid, addressed as follows:
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TO CONSULTANT: Global Capital Group, Inc.
000 Xxxxxx Xxxx. Xxxxx# 000
Xxxx Xxxxx, Xxxxxxx 00000
TO THE COMPANY: International Environmental Management, Inc.
0000 Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000
in each case, with copies to such other address or to such other persons as any
Party shall designate to the others for such purposes in the manner hereinabove
set forth.
4.2 Amendment
_______No modification, waiver, amendment, discharge or change of this
Agreement shall be valid unless the same is in writing and signed by Parties.
4.3 Merger
_______This instrument, together with the instruments referred to herein,
contains all of the understandings and agreements of the Parties with respect
to the subject matter discussed herein. All prior agreements whether written or
oral are merged herein and shall be of no force or effect.
4.4 Survival
_______The several representations, warranties and covenants of the Parties
contained herein shall survive the execution hereof and shall be effective
regardless of any investigation that may have been made or may be made by or on
behalf of any Party.
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4.5 Severability
_______If any provision or any portion of any provision of this Agreement, other
than a conditions precedent, if any, or the application of such provision or any
portion thereof to any person or circumstance shall be held invalid or
unenforceable, the remaining portions of such provision and the remaining
provisions of this Agreement or the application of such provision or portion of
such provision as is held invalid or unenforceable to persons or circumstances
other than those to which it is held invalid or unenforceable, shall not be
affected thereby.
4.6 Governing Law and Venus
_______This Agreement shall be construed in accordance with the laws of the
State of Florida and any proceeding arising between the Parties in any matter
pertaining or related to this Agreement shall, to the extent permitted by law,
be held in Broward County, Florida.
4.7 Litigation
_______In any action between the Parties to enforce any of the terms of this
Agreement or any other matter arising from this Agreement, the prevailing Party
shall be entitled to recover its costs and expenses, including reasonable
attorneys' fees up to and including all negotiations, trials and appeals,
whether or not litigation is initiated.
4.8 Benefit of Agreement
_______The terms and provisions of this Agreement shall be binding upon and
inure to the benefit of the Parties, jointly and severally, their successors,
assigns, personal representatives, estate, heirs and legatees.
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4.9 Captions
_______The captions in this Agreement are for convenience and reference only and
in no way define, describe, extend or limit the scope of this Agreement or the
intent of any provisions hereof.
4.10 Number and Gender
_______All pronouns and any variations thereof shall be deemed to refer to the
masculine, feminine, neuter, singular or plural, as the identity of the Party or
Parties, or their personal representatives, successors and assigns may require.
4.11 Further Assurances
_______The Parties hereby agree to do, execute, acknowledge and deliver or cause
to be done, executed, acknowledged or delivered and to perform all such acts and
deliver all such deeds, assignments, transfers, conveyances, powers of attorney,
assurances, stock certificates and other documents, as may, from time to time,
be required herein to effect the intent and purpose of this Agreement.
4.12 Status
_______Nothing in this Agreement shall be construed or shall constitute a
partnership, joint venture, employer-employee relationship or lesser-lessee
relationship but, rather, the relationship established pursuant hereto is that
of principal and independent contractor-agent.
4.13 Counterparts
_______This Agreement may be executed in any number of counterparts. All
executed counterparts shall constitute one Agreement notwithstanding that all
signatories are not signatories to the original or the same counterpart.
(SIGNATURES ON NEXT PAGE)
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IN WITNESS WHEREOF, the Parties have executed this Agreement, effective as of
the 2(nd) of June, 1999.
Signed, Sealed & Delivered
in Our Presence
GLOBAL CAPITAL GROUP, INC.
---------------------------
By: [SIG]
--------------------------- --------------------------------
Xxxxx Xxx Xxxx, President
INTERNATIONAL ENVIRONMENTAL
--------------------------- MANAGEMENT, INC.
By:
--------------------------- --------------------------------
Xxxxxx Xxxxxxx C.E.O
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[GLOBAL CAPITAL MANAGEMENT GROUP, INC. ICON]
--------------------------------------------------------------------------------
Global Capital Management Group, Inc.
IN WITNESS WHEREOF, the Parties have executed this Agreement, effective as of
the 2(nd) of June, 1999,
Signed, Sealed & Delivered
in Our Presence
GLOBAL CAPITAL GROUP, INC.
---------------------------
By: [SIG]
--------------------------- --------------------------------
Xxxxx Xxx Xxxx, President
INTERNATIONAL ENVIRONMENTAL
--------------------------- MANAGEMENT, INC.
By: /s/ Xxxxxx Xxxxxxx
--------------------------- --------------------------------
Xxxxxx Xxxxxxx C.E.O
