CONSULTING AGREEMENT
This Consulting Agreement (the "Consulting Agreement")
made as of July 11, 2001 by and between Xxxxxxx Xxxxxx DBA
Sterling Promotions, 0000 X. Xxxx Xxxxx Xx., Xxxxx 000,
Xxxxxxx, XX 00000 ("Consultant") and Para Mas Internet
("Company").
WITNESSETH
WHEREAS, the Company requires and will continue to
require consulting services relating to management,
strategic planning and marketing for the Company; and
WHEREAS, Consultant can provide Company with strategic
planning and marketing consulting services and is desirous
of performing such services for the Company; and
WHEREAS, the Company wishes to induce Consultant to
provide these consulting services to the Company.
NOW, THEREFORE, in consideration of the mutual
covenants hereinafter stated, it is agreed as follows:
1. APPOINTMENT
The Company hereby engages Consultant and Consultant
agrees to render services to the Company as a
consultant upon the terms and conditions hereinafter
set forth.
2. TERMS
The term of this Consulting Agreement began as of the
date of this Agreement, and shall terminate on November
1, 2001, unless earlier terminated in accordance with
paragraph 7 herein or extended as agreed to between the
parties.
3. SERVICES [See Amendment Attached]
During the term of this Agreement, Consultant shall
provide advice to, undertake for and consult with the
Company concerning management, marketing, consulting,
strategic planning, corporate organization and
structure, sales matters in connection with the
operation of the business of the Company. Consultant
agrees to provide on a timely basis the following
enumerated services plus any additional services
contemplated thereby:
(a) The implementation of short-range and long-
range strategic planning to fully develop and enhance
the Company's products and services;
(b) Develop and assist in the implementation of a
marketing program to enable the Company to broaden
the markets for its services and promote the image of the
Company and its products and services;
(c) Advise the Company relative to the recruitment and employment
of marketing and sales personnel consistent with the expansion
of operations of the Company.
(d) The identification, evaluation, structuring, negotiating
and closing of strategic alliances.
4. DUTIES OF THE COMPANY
The Company shall provide Consultant, on a regular and
timely basis, with all approved data and information
about it, its subsidiaries, its management, its
products and services and its operations as shall be
reasonably requested by Consultant, and shall advise
Consultant of any facts which would affect the accuracy
of any data and information previously supplied
pursuant to this paragraph. The Company shall promptly
supply Consultant with full and complete copies of all
brochures or other sales materials relating to its
products and services.
5. COMPENSATION
The Company will immediately grant Consultant the
option to purchase 4,166,700 free-trading shares of the
Company's Free Trading Common Stock with an exercise
price at $0.03 per share, which option shall expire on
November 1, 2001 at 5:00 P.M. C.S.T. Consultant in
providing the foregoing services shall be reimbursed
for any pre-approved out-of-pocket costs, including,
without limitation, travel lodging, telephone, postage
and over night shipping charges.
6. REPRESENTATION AND INDEMNIFICATION
The Company shall be deemed to have been made a
continuing representation of the accuracy of any and
all facts, material information and data which it
supplies to Consultant and acknowledges its awareness
that Consultant will rely on such continuing functions.
Consultant in the absence of notice in writing from the
Company will rely on the continuing accuracy of
material, information and data supplied by the Company.
Consultant represents that he has knowledge of and is
experienced in providing the aforementioned services.
i) The consultant services are not and
will not be to promote, maintain a market for the
Company's securities to the general public or in
the connection with, or related to capital raising
transactions.
ii) Any compensation received herein will
not be used in connection with distribution of the
Company's securities or to the general
public nor will act as a conduit for
the distribution of such securities.
iii) Consultant is a natural person who has
contracted through his company directly with the Company.
iv) Consultant will not provide any
services in connection with any
potential restructuring of the capital
of the Company.
v) Consultant will not sell or resell or
remit any proceeds from the sale of
shares obtained as compensation to
debts of the Company.
7. MISCELLANEOUS
Termination: This Agreement may be terminated by
Consultant upon written notice to the Company for a
material breach of contract which shall be effective
five (5) business days from the date of such notice.
All shares from exercised stock options will remain
free trading and cannot be recalled by the Company.
As used in this Agreement, the term "with cause" shall
mean the conviction of any crime involving dishonesty
or resulting in imprisonment without the option of a
fine, or the material non-observance, or the material
breach by Consultant of any of the material provisions
of this Agreement, or the neglect, failure or refusal
of Consultant to carry out the duties contracted by him
after due notice to the Consultant of such neglect,
failure or refusal.
Modification: This Consulting Agreement sets forth the
entire understanding of the Parties with respect to the
subject matter hereof. This Consulting Agreement may
be amended only in writing signed by both parties.
Notices: Any notices required or permitted to be given
hereunder shall be in writing and shall be mailed or
otherwise delivered in person or by facsimile
transmission at the address of such Party set forth
above or to such other address or facsimile telephone
number, as the Party shall have furnished in writing to
the other Party.
Waiver: Any waiver by either Party of a breach of any
provision of this Consulting Agreement shall not
operate as or be construed to be a waiver of any other
breach of that provision or of any breach of any other
provision of this Consulting Agreement. The failure of
a Party to insist upon strict adherence to any term of
this Consulting Agreement on one or more occasions will
not be considered a waiver or deprive that Party of the
right thereafter to insist upon adherence to that term
of any other term of this Consulting Agreement.
Assignment: The Options under this Agreement are
assignable at the discretion of the Consultant.
Severability: If any provision of this Consulting
Agreement is invalid, illegal, or unenforceable, the
balance of this Consulting Agreement shall remain in
effect, and if any provision is inapplicable to any
person or circumstance, it shall nevertheless remain
applicable to all other persons and circumstances.
Disagreements: Any dispute or other disagreement
arising from or out of this Consulting Agreement shall
be submitted to arbitration under the rules of American
Arbitration Association and the decision of the
arbiter(s) shall be enforceable in any court having
jurisdiction thereof. Arbitration shall occur only in
DuPage County, IL. The interpretation and the
enforcement of this Agreement shall be governed by
Illinois Law as applied to residents of the State of
Illinois relating to contracts executed in and to be
performed solely within the State of Illinois. In the
event any dispute is arbitrated, the prevailing Party
(as determined by the arbiter(s) shall be entitled to
recover that Party's reasonable attorney's fees
incurred (as determined by the arbiter(s)).
IN WITNESS WHEREOF, this Consulting Agreement has been
executed by the Parties as of the date first above
written.
COMPANY CONSULTANT
Para Mas Internet Xxxxxxx Xxxxxx
DBA Sterling
Promotions
__/s/ Montel Hill_______ __/s/ Xxxxxxx Steele____
CEO
Amendment to Consulting Agreement
Xxxxxxx Xxxxxx DBA Sterling Promotions & Para Mas Internet
Dated July 11, 2001
Section 3. Services, shall be amended as follows:
In addition to the services referenced in Section 3, the
Consultant shall develop and deliver to the Company a
comprehensive web site for its Bible games products. The
web site will be designed to market, promote and sell the
Company's Bible game products.
