EXHIBIT 10.30
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT dated this 20th day of October, 2001, by and
between Power Interactive Media, Inc. (hereinafter referred to as the "Company
") and or its assigns, and Anako Enterprises , Inc. (hereinafter referred to as
the "Consultant".),
W I T N E S S E T H:
WHEREAS, the Company wishes to retain Consultant to provide the Company with
certain consulting services, and;
Consultant is willing to provide such consulting services, on the terms and
conditions set forth herein,
NOW, THEREFORE, in consideration of the foregoing premises and of the mutual
covenants and agreements hereinafter contained, the parties hereby agrees as
follows:
Section 1. Retention of Consultant. The Company hereby retains and engages Anako
and or its assigns hereby accepts such engagement, in each case subject to the
terms and conditions of this Agreement.
Section 2. Services.
a) Consultant's duties shall be to consult with the Board of Directors
and management of the Company, from time to time, as requested by the
Company with regard to the introduction of the Company to Brokerage
Firms, Broker Dealers, Registered Representatives , Individual
Investors, Periodicals, Money shows, Internet public relations,
Research publications, Analysts, and Financial television and radio
shows.
b) In connection with any proposal made by Anako or its assigns pursuant
to this Agreement, the Company shall not be obligated to accept such
proposal or further obligate itself hereunder, without further
recourse by Consultant.
Section 3. Compensation. The Company shall pay to Anako and or its assigns as
compensation for the services specified in Section 2 hereof the following:
a) The Company shall compensate Consultant with the following:
1) $2500 a month
2) 200,000 shares of 144 shares
Section 4. Non- Competition. Consultant acknowledges that in the course of its
engagement it will become familiar with certain trade secrets and other
confidential information (collectively, " Confidential Information ") concerning
the Company and that its services will be special, unique, and extraordinary to
the Company. Subject to the limitations set forth herein, Consultant and his
assignees agree that during the Term and for a period of one year thereafter it
shall not directly or indirectly, own, manage, control, participate in, consult
with, render services for, or in any manner engage in any business competing
with the business of the Company as such business exists within any geographical
area in which the Company conducts its business and, in addition, shall not
solicit, interfere with or conduct business with any vendors, customers or
employees of the Company during the term of this Agreement or for a period of
one year after the termination hereof. This provision shall endure regardless of
the termination of this Agreement.
Section 5. Term. This Agreement shall be for a term of six (6) months commencing
on the date hereof.
Section 6. Representations and Warranties of Consultant. Consultant hereby
represents and warrants to the Company that it is not acquiring the Securities
with a view to, or for resale in connection with, any distribution in violation
of the Securities Act of 1933, as amended.
Section 7. Indemnification. The Company agrees to indemnify and hold Consultant,
and or his assigns against any and all losses, claims, damages, obligations,
penalties, judgement, awards, liabilities, costs, expenses, and disbursements,
(and all actions, suits, proceedings and investigations in respect thereof and
any and all legal or other costs, expenses and disbursements in giving testimony
or furnishing documents in response to a subpoena or otherwise), including,
without limitation, the costs, expenses, and disbursements, as and when
incurred, of investigating, preparing or defending any such action, proceeding
or investigation (whether or not in connection with litigation to which
Consultant and or his assigns ), directly or indirectly, caused by, relating to,
based upon, arising out of or in connection with information provided by the
Company which contains a material misrepresentation or material omission in
connection with the provision of services by Consultant and/or his assigns under
this Agreement; provided, however, such indemnity agreement shall not apply to
any portion of any such loss, claim, damage, obligation, penalty, judgement,
award, liability, cost, expense or disbursements, to the extent that it is found
by a court of competent jurisdiction to have resulted from the gross negligence
or willful misconduct or misrepresentations of Consultant, or its assigns. The
Company also agrees Consultant and its assigns shall not have any liability
(whether direct or indirect in contract or tort or otherwise) to the Company or
to any person (including, without limitation, the Company's shareholders)
claiming through the Company for or in connection with the engagement of
Consultant, and or his assigns, except to the extent that any such liability
result's from Consultant's and or its assigns gross negligence,
misrepresentations, or willful misconduct. This indemnification shall survive
the termination of this Agreement. Each party entitled to indemnification under
this agreement (the " Indemnified Party "), shall give notice to the party
required to provide indemnification (the "Indemnifying Party ") promptly after
such Indemnified Party has actual knowledge of any claim as to which indemnify
may b sought, and shall permit the Indemnifying Party to assume the defense of
any such claim or any litigation resulting therefrom, provided that counsel for
the Indemnifying Party (whose approval shall not be unreasonably withheld), and
the Indemnified Party may participate in such defense at such party's expense,
and provided further that the failure of any Indemnified party to give notice as
provided herein shall not relieve the Indemnified party of its obligations under
this provision. Each Indemnified party shall furnish such information regarding
itself or the claim in question as an Indemnifying party may reasonably request
in writing and as shall be reasonably required in connection with the defense of
such claim and any litigation resulting therefrom.
Section 8. Governing Law. This Agreement shall be governed , and construed in
accordance with, the laws of the State of North Carolina without regard to the
conflict of law principles thereof. Any action or claim arising under or in
relation to this agreement shall be brought exclusively in the state or federal
courts of the state of North Carolina and each party hereto consents to the
exercise of jurisdiction over said party by such courts.
Section 10. Entire Agreement. This Agreement contains the entire agreement and
understanding between the parties and supersedes and preempts any prior
understanding or agreements, whether written or oral. The provisions of this
Agreement may be amended or waived only with the prior written consent of the
Company and Consultant.
Section 11. Successors and Assigns. This Agreement shall be binding upon, inure
to the benefit of, and shall be enforceable by Consultant, and or his assigns,
and the Company and their respective successors and permitted assigns.
Section 12. Notices. All notices and other communications under this Agreement
shall be in writing and shall be deemed effective and given upon actual delivery
to the following addresses or by receipt over the telefax .
If to the Company: Power Interactive Media, Inc.
If to Consultant: Xxxxxx X. Xxxx
President
Anako Enterprises,Inc.
Section 13. Assignability. Except as specifically outlined in this Agreement,
neither this Agreement nor any right, remedy, obligation, or liability arising
hereunder or by reason hereof shall be assignable by either the Company or
Consultant, and or his assigns without the prior written consent of the other
party hereto.
Section 14. Severablity. If any provision of this Agreement or the application
of any such provision to any person or circumstance shall be held invalid,
illegal or unenforceable in any respect by a court of competent jurisdiction,
such invalidity, illegality or unenforceability shall not affect any other
provision hereof.
Section 15. Section and Other Headings. The section headings contained in this
Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.
Section 16. Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which together shall be deemed to be one and the same
agreement.
IN WITNESS WHEREOF, the hereto have executed this Agreement on 11-12-01, 2001 as
of the date first written.
Consultant:
By:/s/ Xxxxxx X. Xxxx
-----------------------
Xxxxxx X.Xxxx
For Company:
By: /s/ Xxxxx Xxxxx
-----------------------
Name: Xxxxx Xxxxx
-----------------------
Title: President & CEO
-----------------------
