CONSULTANT AGREEMENT
Columbia Financial Group is an investor relations, direct marketing,
publishing, public relations and advertising firm with expertise in the
dissemination of information about publicly traded companies. Also in the
business of providing investor relations services, public relations services,
publishing, advertising services, fulfillment services, as well as Internet
related services.
Agreement made this 15th day of May, 2000, between WordCruncher
Internet Technologies, Inc. (hereinafter referred to as "Corporation"), and
Columbia Financial Group, Inc. (hereinafter referred to as "Consultant"),
(collectively referred to as the "Parties"):
Recitals:
The Corporation desires to engage the services of the Consultant to
perform for the Corporation consulting services regarding all phases of the
Corporation's "Investor Relations" to include direct investor relations and
broker/dealer relations as such may pertain to the operations of the
Corporation" business.
The Consultant desires to consult with the Board of Directors, the
Officers of the Corporation, and certain administrative staff members of the
Corporation, and to undertake for the Corporation consultation as to the
company's investor relations activities involving corporate relations and
relationships with various broker/dealers involved in the regulated securities
industry.
AGREEMENT
1. The respective duties and obligations of the contracting Parties
shall be for a period of eight (8) months commencing on the date first appearing
above. This Agreement may be terminated by either parties only in accordance
with the terms and conditions set forth in Paragraph 8.
Services Provided by Consultant
2. Consultant will provide consulting services in connection with the
Corporation's "investor relations" dealings with NASD broker/dealers and the
investing public. (At no time shall the Consultant provide services which would
require Consultant to be registered and licensed with any federal or state
regulatory body or self-regulating agency.) During the term of this Agreement,
Consultant will provide those services customarily provided by an investor
relations firm to a Corporation, including but not limited to the following:
(a) Aiding the Corporation in developing a marketing plan
directed at informing the investing public as to the
business of the Corporation; and
(b) Providing assistance and expertise in devising an
advertising campaign in conjunction with the marketing
campaign as set forth in (1) above; and
(c) Advise the Corporation and provide assistance in dealing
with institutional investors as it pertains to the
Corporation's offerings of its securities; and
(d) Aid and assist the Corporation in the Corporation's
efforts to secure "market makers" which will trade the
Corporation's stock to the public by providing such
information as may be required; and
(e) Aid and advise the Corporation in establishing a means
of securing nationwide interest in the Corporation's
securities; and
(f) Aid and assist the Corporation in creating an
"institutional site program" to provide ongoing and
continuous information to fund managers; and
(g) Aid and consult with the Corporation in the preparation
and dissemination of press releases and news
announcements; and
(h) Aid and consult with the Corporation in the preparation
and dissemination of all "due diligence" packages
requested by and furnished to NASD registered
broker/dealers, the investing public, and/or other
institutional and/or fund managers requesting such
information from the Corporation; and
(i) At the Corporation's direction, work with the
Corporation's Public Relations firm to jointly support
the Corporation's overall public relations program.
Compensation
3. In consideration for the services provided by Consultant to the
Corporation, the Corporation shall, on behalf of the Consultant cause to be
vested at the time of execution of this Agreement 25% of the warrants set forth
in A) and B) below and shall cause an additional 25% of such warrants to vest on
June 30, 2000. The balance of the warrants, or an additional 50% of the amounts
set froth in A) and B) below, shall vest on September 30, 2000 if no termination
of this Agreement has taken place prior to that date. If a notice of
termination, as described in Section 8 Termination, has been issued by either
party than a pro rata number of the warrants to be vested in the final 50%
amount shall be vested through the date of termination. All warrants vested
shall have a term of five (5) years and shall contain piggyback registration
rights. The warrants shall be issued at the following exercise prices:
A) 200,000 warrants at $3.00 per share
B) 200,000 warrants at $4.00 per share
(Collectively hereinafter referred to as
"compensation").
Compliance
4. At the time of Consultants execution of the warrants referred to in
#3, Compensation above, common shares underlying the warrants, delivered by
Corporation to Consultant will, at that particular time be free trading, or if
not, the shares shall be included in the next registration filed by the
Corporation. The warrants shall have "piggyback" registration rights and will,
at the expense of the Corporation, be included in said registration.
Representation of Corporation
5. (a) The Corporation, upon entering this Agreement, hereby warrants
and guarantees to the Consultant, that to the best knowledge of the Officers and
Directors of the Corporation, all statements, either written or oral, made by
the Corporation to the Consultant are true and accurate, and contain no
misstatements of a material fact. Consultant acknowledges that estimates of
performance made by Corporation are based upon the best information available to
Corporation officers at the time of said estimates of performance. The
Corporation acknowledges that the information it delivers to the Consultant will
be used by the Consultant in preparing materials regarding the Company's
business, including but not necessarily limited to, its financial condition, for
dissemination to the public. Therefore, in accordance with Paragraph 6, below,
the Corporation shall hold harmless the Consultant from any and all errors,
omissions, misstatements, except those made in a negligent or intentionally
misleading manner in connection with all information furnished by Corporation to
Consultant.
(b) Consultant shall agree to release information only with
written or verbal approval of the company.
6. WordCruncher Internet Technologies, Inc.
1. Authorized: 60 million shares
2. Issued: 13,392,407 shares
3. Outstanding: 13,392,407 shares
4. Free trading (float): 7,115,108 shares (approx.)
5. Shares subject to Rule144 restrictions: 4.45
million shares (approx).
Limited Liability
7. With regard to the services to be performed by the Consultant
pursuant to the terms of this Agreement, the Consultant shall not be liable to
the Corporation, or to anyone who may claim any right due to any relationship
with the Corporation, for any acts or omissions in the performance of services
on the part of the Consultant, except when said acts or omissions of the
Consultant are due to its willful misconduct or culpable negligence.
Termination
8. After June 30, 2000 this Agreement may be terminated by either
party upon the giving of not less than thirty (30) days written notice,
delivered to the parties at such address or addresses as set forth in Paragraph
9, below. In the event of termination final compensation shall be treated as
outlined in Section 3, Compensation.
Notices
9. Notices to be sent pursuant to the terms and conditions of this
Agreement, shall be sent as follows:
Xxxxxxx X. Rieu Xxxxxxx X. Xxxx
Columbia Financial Group, Inc. WordCruncher Internet Technologies, Inc.
0000 Xxxx Xxxx, Xxx. 000 405 East 00000 Xxxxx, Xxx. X
Xxxxxxxxxxx, Xxxxxxxx 00000 Xxxxxx, XX 00000
Attorney's Fees
In the event any litigation or controversy, including arbitration,
arises out of or in connection with this Agreement between the Parties hereto,
the prevailing party in such litigation, arbitration or controversy, shall be
entitled to recover from the other party or parties, all reasonable attorney's
fees expenses and suit costs, including those associated within the appellate or
post judgement collections proceedings.
Arbitration
10. In connection with any controversy or claim arising out of or
relating to this Agreement, the Parties hereto agree that such controversy shall
be submitted to arbitration, in conformity with the Federal Arbitration Act
(Section 9 U.S. Code Section 901 et seq), and shall be conducted in accordance
with the Rules of the American Arbitration Association. Any judgment rendered as
a result of the arbitration of any dispute herein, shall upon being rendered by
the arbitrators be submitted to a Court of competent jurisdiction with the state
of Maryland, if initiated by Consultant, or in the state of Utah if initiated by
the Corporation.
Governing Law
11. This Agreement shall be construed under and in accordance with the
laws of the State of Utah, and all parties hereby consent to Utah as the proper
jurisdiction for said proceeding provided herein.
Parties Bound
12. This Agreement shall be binding on and inure to the benefit of the
contracting parties and their respective heirs, executors, administrators, legal
representatives, successors, and assigns when permitted by this Agreement.
Legal Construction
13. In case any one or more of the provisions contained in this
Agreement shall for any reason be held to be invalid, illegal, or unenforceable
in any respect, the invalidity, illegality, or unenforceability shall not affect
any other provision, and this Agreement shall be construed as if the invalid,
illegal, or unenforceable provision had never been contained in it.
Prior Agreements Superseded
14. This Agreement constitutes the sole and only Agreement of the
contracting parties and supersedes any prior understandings or written or oral
agreements between the respective parties. Further, this Agreement may only be
modified or changed by written agreement signed by all the parties hereto.
Multiple Copies or Counterparts of Agreements
15. The original and one or more copies of this Agreement may be
executed by one or more of the parties hereto. In such event, all of such
executed copies shall have the same force and effect as the executed original,
and all of such counterparts taken together shall have the effect of a fully
executed original. Further, this Agreement may be signed by the parties and
copies hereof delivered to each party by way of facsimile transmission, and such
facsimile copies shall be deemed original copies for all purposes if original
copies of the parties' signatures are not delivered.
Liability of Miscellaneous Expenses
16. The Corporation shall be responsible to any miscellaneous fees and
costs approved in writing by the Corporation or its agents to commitment that
are unrelated to the agreement made between the Parties.
Headings
17. Headings used throughout this Agreement are for reference and
convenience, and in no way define, limit or describe the scope or intent of this
Agreement or effect its provisions.
IN WITNESS WHEREOF, the Parties have set their hands and seal as of the
date written above.
By: /s/
---------------------
Xxxxxxx X. Rieu, President
Columbia Financial Group, Inc.
By: /s/
-------------------------
Xxxxxxx X. Xxxx, Senior VP & CFO
WordCruncher Internet Technologies, Inc.
