EXHIBIT 6.5
CORPORATE DEVELOPMENT CONSULTING AGREEMENT
THIS AGREEMENT, made and entered into this 14th day of February, 1997 by
and between Newriders, Inc. (hereinafter "Client"), a corporation organized
and existing under the laws of the State of Nevada, having its principal
office at 0000 Xxxx Xxxxxxx Xxx., Xxxxx 000, Xxxxxx, Xxxxxxxxxx 00000, and
National Investors Council (hereinafter "NIC"), a sole proprietorship having
its principal place of business at 0000 Xxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx
Xxxxx, Xxxxxxxxxx 00000.
WITNESSETH
WHEREAS, NIC and its affiliates have the professional ability to assist
corporations in strategic planning, organizational development, broker and
shareholder relations, media relations and other corporate activities,
hereinafter "Corporate Development", and
WHEREAS, Client desires to receive consulting services and assistance on
Corporate Development,
NOW, THEREFORE, the parties agree to the following:
1. Client hereby agrees to contract with NIC for Corporate Development
consulting services and NIC hereby agrees to provide said services to Client
in a professional and timely manner. These services shall include but are not
limited to all of NIC's publishing and reporting services, i.e., Corporate
Digests, "Xxxx Xxxxxxxxx'x Growth Stock Newsletter" and "Portfolio Picks."
2. The term of this Agreement shall be one year from the date of
execution.
3. Compensation shall be as follows:
A. Client shall issue 30,000 shares of Client's common stock to
Xxxxxxx X. Xxxxxxxxx, the sole proprietor of NIC, such shares to be issued
under Client's S-8 stock and option plan immediately upon the effective date
of said plan;
B. As soon as permitted by applicable securities laws, Client shall
issue to Xxxxxxx X. Xxxxxxxxx, the sole proprietor of NIC, options under
Client's S-8 plan to purchase 250,000 shares of Client's common stock at $2.50
per share, such option to have an expiration date of five years from the date
of issuance;
C. Client shall issue to Mr. M. Xxxxxxx Xxxxxxx, an individual and an
affiliate of NIC, 20,000 shares of Client's common stock under Client's S-8
stock and option plan, immediately upon the effective date of said plan, and;
D. As soon as permitted by applicable securities laws, Client shall
issue to Mr. M. Xxxxxxx Xxxxxxx options under Client's S-8 plan to purchase
100,000 shares at $2.50 per share, such option to have an expiration date of
five years from the date of issue.
4. Client agrees to pay any pre-approved expenses incurred by NIC and/or
its affiliates while performing Corporate Development services under this
Agreement, such as travel and lodging, printing, bulk mailing costs, etc. In
the event NIC performs services for anyone other than Client while traveling
at Client's expense, the travel expenses for that trip shall be pro-rated
among the parties as appropriate.
5. This Agreement shall be governed for all purposes by the laws of the
State of California.
6. This Agreement can only be terminated for cause, which shall be defined
as unprofessional, untimely or fraudulent providing of Corporate Development
consulting services. If Client is dissatisfied with NIC's performance, Client
shall give notice in writing specifying such dissatisfaction, and NIC shall
have 10 business days in which to rectify or resolve the complaint. NIC's
failure to resolve or rectify the complaint shall constitute cause for
termination.
7. Any controversy or claim arising out of or relating to this Agreement,
or the breach thereof, will be finally settled by Arbitration in Newport
Beach, California, in accordance with the then current rules of the American
Arbitration Association. Any award shall be final, binding and conclusive
upon the parties and a judgment upon the award rendered thereon may be entered
in any court of competent jurisdiction. Unless otherwise ordered by the
arbitrators, each party to such arbitration shall bear its own costs and
expenses of such arbitration, including its experts, evidence and legal fees
and expenses.
8. This Agreement contains the entire Agreement of the two parties and
supersedes all other agreements, either oral or written, and no
representations or warranties that are not contained herein shall be valid or
binding on the parties hereto.
9. This Agreement may not be changed, modified, amended or supplemented
except by written instrument signed by both parties.
10. This Agreement may not be assigned or otherwise transferred in whole
or in part by either party without the prior written consent of the other
party, which consent shall not be unreasonably withheld.
11. The terms of this Agreement shall be binding upon and inure to the
benefit of and be enforceable by the respective successors and assignees of
the parties hereto.
12. If any part, term or provision of this Agreement shall be held
unenforceable, such provision shall be deemed to have been severed from this
Agreement, and the remainder of this Agreement shall nevertheless remain in
full force and effect.
13. Each party hereto agrees to execute, acknowledge and deliver such
other instruments and to do all other such acts as may be necessary or
appropriate in order to carry out the purpose and intend of this Agreement.
14. Neither party shall be liable for any failure to delay in performance
under this Agreement which is due in whole or in part, directly or indirectly
to any cause of any nature beyond the reasonable control of such parties,
including fire, explosion, earthquake, storm, flood, strike, lockout
activities of a combination of workmen or other labor difficulties, war,
insurrection, riot, act of God, or the public enemy, law, regulation,
ordinance or instrument of government or other public authorities, or judgment
or decree of a court of competent jurisdiction (not arising out of breach by
such party of this Agreement). In the event of the happening of such a cause,
the party so affected shall give prompt, written notice to the other party
stating the period of time the same is expected to continue, and shall take
all reasonable measures to ensure that the effects of such case of Force
Majeure is kept as minimal as possible.
15. All notices required by this Agreement shall be in writing. All
notices and reports shall be considered to be delivered when faxed, hand
delivered, or sent by overnight courier. Notices shall be deemed to be given
when received by the other party.
16. Waiver by either party of breach or any provision herein shall be in
writing, and shall in no way be construed as a waiver of any succeeding breach
or provision or the waiver of the provision itself.
17. In performing the Corporate Development consulting services under this
Agreement, NIC and its affiliates shall operate as, and have the status of,
independent contractor. As an independent contractor, NIC will be solely
responsible for determining the means and methods of performing and/or
providing the Corporate Development consulting services described in this
Agreement.
18. NIC will rely upon the accuracy and completeness of information
supplied to it by the Client in the performance of its Corporate Development
activities. Client agrees to hold harmless and bear the cost of defense of
NIC for any claim which arises from Client's negligence in providing accurate
and complete information to NIC.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized representatives.
NEWRIDERS, INC. NATIONAL INVESTORS COUNCIL
By: /s/ Xxxxxxx Xxxxxxx By: /s/ X X Xxxxxxxxx
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Date: 3/28/97 Date: 2/14/97
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