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Exhibit 6.1
Financial Services Consulting Agreement
Intrepid International Ltd.
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Intrepid International
Financial Services
CONSULTING AGREEMENT
This Agreement is made by and between INTREPID INTERNATIONAL, LTD., a Nevada
Corporation, (hereafter "IIL"), and EWORLD TRAVEL CORP. a Nevada Corporation,
(hereafter "Client") and dated December 15, 1998. In consideration of the mutual
promises contained herein, and on the terms and conditions herein set forth, the
parties agree as follows:
1. Retainer Agreement.
Intrepid International, Ltd. is hereby retained as financial services
consultants for the Client, consistent with that certain DESCRIPTION OF MISSION
AND SERVICES OFFERED, a copy of which is Attachment 1 to this Consulting
Agreement, and incorporated herein by this reference as though fully set forth
herein. Among the services to be provided and contemplated by this arrangement
are the services of its President, Xxxx X. Xxxxx (billable at $125.00/hr), its
prime consultant, J. Xxx Xxxxxxx Xx. (billable at $200.00/hr), and such
incidental secretarial services (billable at $85.00/hr) as may be reason- ably
and necessarily performed by its secretary. Additional services may be performed
by subcontractors of IIL, subject to arrangements approved by Client in advance.
2. Services
IIL agrees to provide, as requested, the widest possible range of and
Financial Consulting services, to Management of Client, subject to, limited by
and consistent with that certain DESCRIPTION OF MISSION AND SERVICES OFFERED, a
copy of which is Attachment 1 to this Consulting Agreement, and incorporated
herein by this reference as though fully set forth herein. Such services
include, as requested by Client, coordination of public relations, shareholder
relations, audit coordination, certifi- cate and transfer coordination,
coordination of relationships with market-makers and broker dealers in the
securities of Client and consulting services, incidental analysis and, where
appropriate, and subject to the accompanying ATTORNEY DISCLOSURE AGREEMENT,
written legal opinions by IIL Counsel acting, as requested by Client, as Special
Securities Counsel with Limited Authority, and the preparation and coordination
of annual, quarterly and current filings as may be required of the Client
pursuant to the Securities and Exchange Act of 1934 and Regulations of the
Securities and Exchange Commission promulgated pursuant to the 1934 Act.
Financial Services
CONSULTING AGREEMENT Page 47
3. Compensation
In consideration for such services, Client agrees to pay IIL pursuant to
fee schedule set forth in paragraph 1 above. Xxxxxxxx for services shall be
invoiced by IIL and paid upon receipt.
4. Payment of Expenses
IIL must secure in writing approval in advance for any expense that may be
contracted on behalf of Client in excess of $400 in the aggregate. Expenses, if
approved, are to be invoiced by IIL and paid upon receipt. In addition to
charges for services, Client will be billed for all normal and incidental
identifiable costs such as copying charges, telephone expenses, delivery fees,
filing fees, and transcription fees; however, travel expenses, expert witness
fees and other extraordinary charges will not be incurred without prior
approval.
5. Unpaid Charges
It is agreed that if at any time any invoice rendered by this Firm to
Client for investment banking, appropriate legal services and expenses remains
unpaid for any reason for longer than 30 days, we shall have the right to
discontinue performance of further services and to withdraw as your attorneys,
regard- less of the status of any matter in which we will be involved and
regardless of any event or proceeding which may then be pending, unless we have
reached a subsequent written agreement with respect thereto.
6. Late Charges
An amount past due will incur a late charge, after 30 days, of 1.5% per
month (18% per annum) of the total unpaid balance. Late charges will continue to
accrue at the same rate on any unpaid balance during any collection efforts and
until the entire xxxx is paid in full, unless a subsequent agreement with
respect to such charges is made and reduced to writing. Should it become
necessary to seek collection of any past due state- ment, you agree to pay all
reasonable costs of collection including reasonable attorneys' fees and all
interest incurred.
7. Arbitration of Any Disputes
It is agreed that any dispute arising our of this Agreement, or the Firm's
representation of you, shall be resolved by binding arbitration in Las Vegas,
Nevada, by the American Arbitration Association.
Financial Services
CONSULTING AGREEMENT Page 48
8. Liability of IIL
In furnishing Client with advice and other services as requested, neither
IIL nor any owner, employee or agent of IIL, shall be liable to Client or its
creditors for ordinary errors of judgment or for anything except gross
negligence, wilful malfeasance, or bad faith, in the performance of its duties
or reckless disregard of its obligations and duties under the terms of this
agreement. It is further understood and agreed that IIL may rely upon
information furnished to it reasonably believed to be accurate and reliable and
that, except as herein provided, IIL shall not be accountable for any loss
suffered by Client by reason of Client's action or non-action on the basis of
advice, recommendation or approval of IIL, its owners, employees or agents.
9. Good Faith and Fair Dealing
All parties to this agreement hereby covenant expressly to deal with each
other honestly, fairly and in good faith in all respects, and to provide each
other with reasonable further assurances in furtherance of their mutual
performances with respect to this Agreement.
10. Independent Contractor
IIL is and shall at all times be understood and deemed to be an independent
contractor without authority to act or represent Client or its clients, except
as provided or authorized in this agreement.
11. Non-exclusivity
Client recognizes and acknowledges that this agreement is non-exclusive,
and that accordingly IIL now renders and may in the future render services to
other clients, some of which may be of a nature similar to those agreed to be
performed herein, or to clients with similar businesses, needing similar advice.
IIL is and shall be free to render any such service or advice and shall not be
required to devote full-time and attention to its obligations under this
agreement, but only such amount as is reasonably necessary.
12. Control
Nothing contained herein shall be deemed to require any action by any
Corporation contrary to law or its constituent documents or to relieve the board
of directors thereof from responsibility for control of the affairs of such
corporation.
Financial Services
CONSULTING AGREEMENT Page 49
13. Ownership of Files and Records
Except as to original records or any records or files which we accept upon
the understanding that they belong to you, it hereby is agreed that all files,
copies of documents, correspon- dence or other materials which we may accumulate
in connection with your representation, including copies of materials filed with
any regulatory agency, shall be the property of IIL. Upon the termination of the
engagement, IIL will return any property belonging to you upon your request.
Copies of our files and other materials which IIL may have accumulated during
our representation will be made available to Client at its expense; however, it
is specifically agreed that IIL shall have the right, in its discretion, to
dispose of these files at such times as it determines reasonably that such files
need not be retained any longer. After such destruction, such files will no
longer be available.
14. Termination
The term of this agreement shall begin with the complete execution hereof,
and shall continue in effect for until terminated by either party in writing.
Upon termination, all accrued charges shall be promptly invoiced and paid.
15. Miscellaneous
This agreement sets forth the entire agreement and under- standing between
the parties and supersedes all prior discus- sions, agreements and
understandings, if any, of any and every kind and nature, between them. This
agreement is made and shall be construed and interpreted according to the laws
of the Client's place of Incorporation if that be Nevada or Texas, and if not,
pursuant to the laws of the State of Nevada.
Accordingly the parties cause this agreement to be signed by their duly
authorized representative, as of the date written below.
Intrepid International, Ltd.
by
/s/
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Xxxx X. Xxxxx, President
Financial Services
CONSULTING AGREEMENT Page 50
The above is understood and agreed to and I state under the penalties of perjury
that I am authorized to execute this letter agreement:
eWorld Travel Corp.
Date: 12/15/98 By: /s/
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Xxxxxx Yakimishyn, President
