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EXHIBIT 10.14
CONSULTING AGREEMENT
This agreement is entered into between Entrepreneur Investments, LLC, a
Colorado Limited Liability Corporation (hereafter also EI) and MARIAH
COMMUNICATIONS, INC., a Colorado Corporation (hereafter also MCI), with
reference to the following facts.
MCI has expressed a desire to enter into this exclusive agreement with EI
to provide consulting services for MCI. EI is in the business of providing such
services and desires to enter into an agreement with MCI to provide these
services. This agreement is for the purpose of defining the services to be
provided and the rights and responsibilities of both parties.
I. SERVICES PROVIDED BY EI
1. EI agrees to provide consulting services to MCI and will make
itself available to render advice to MCI concerning certain issues such as
financing structures, shareholder relations, public market strategy,
broker relations, capitalization, corporate structure and any other such
subjects as may be necessary in fulfilling this Agreement. EI also agrees
to act as a consultant to MCI to help the MCI prepare or cause to be
prepared a suitable offering memorandum(s). This memorandum will be
prepared in a format acceptable to the securities industry and will be
prepared from the information provided by MCI.
2. EI will, upon request, prepare a recommended capital structure
for MCI's entry into the public market. This structure will be approved by
MCI and will be implemented by a qualified attorney to be designated by EI
and agreed by MCI. The structure will include distribution to
shareholders, creditors, and other parties and shall include the agreed
upon capital formation requirements of MCI.
3. EI will, if requested, provide or arrange to be provided, such
accounting services as are necessary to complete independent audits of
MCI's books in order to proceed with the preparation and filing of any and
all required registrations. All accounting work will be provided at the
MCI's expense.
4. EI will cause to be prepared, through qualified securities
counsel, a registration or exemption from registration filing of the MCI's
securities with the proper Federal and/or State Securities Commissions as
agreed by both parties. All legal work will be provided at the MCI's
expense.
5. In order to complete the registration, EI will distribute any
stock it receives from MCI to the Members of EI upon the effective
registration of those securities.
6. EI will caused to be prepared a form 15c2-11 for distribution to
the brokerage community for the purpose of establishing a market for the
MCI's stock and a listing on the
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Over the Counter Bulletin Board (OTC: BB) Market or other similar national
quotations system.
7. EI agrees to use its expertise and business contacts to arrange for
the development of certain market makers for the MCI's stock once the stock
distribution and quotation is complete.
II. RESPONSIBILITIES OF MCI
1. MCI Agrees to prepare or assist in the preparation of a suitable
offering memorandum document. This memorandum will be prepared in a format
acceptable to the securities industry.
2. MCI will, if requested, provide or arrange to be provided to EI or
its designee, such accounting records as may be necessary to complete an
audit of MCI's books in order to proceed with the preparation and filing of
any necessary registration(s). All accounting work will be at the MCI's
expense.
3. MCI agrees to provide EI with such financial, business and other
material and information about MCI, its products, services, contracts,
pending litigation, patents, trademarks and other such business matters
which EI may request and which EI considers to be important and material
information for the completion of this contract.
4. MCI agrees to provide EI, or its appropriate attorney, investigators
and accountants all material requested in order to prepare a registration
document. These materials include but are not limited to: articles of
incorporation and all amendments thereto; by-laws of the corporation;
minutes and resolutions of all shareholders and Board of Directors meetings;
a copy of the share register showing the names, addresses and social
security number of shareholders, along with the dates of issuance and the
numbers of shares owned by each shareholder; the names, addresses and social
security numbers of all officers and directors of the corporation; a resume
for each officer and director of the corporation; and financial statements
providing balance sheets for the two previous years (if applicable) and
Statement of Operations for the three previous years (if applicable).
5. MCI agrees to notify EI of any changes in the status or nature of
its business, any pending litigation, or any other developments that may
require further disclosure in filings, registrations or other documents.
III. CASH COMPENSATION
For services rendered, as described above, EI will receive the following
cash compensation: $25,000.
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If the MCI should, for whatever reason, terminate or withdraw from this
Agreement, the MCI agrees that EI's fee will be the amount which the MCI may
have paid or is required to pay under this Agreement as of the date of
termination or withdrawal.
IV. REPRESENTATIONS BY EI
EI represents, warrants, and covenants the following:
1. EI is a Limited Liability Corporation duly organized and existing
under the laws of the State of Colorado and is in good standing with the
jurisdiction of its incorporation.
2. EI will disclose to MCI all material facts and circumstances which
may affect its ability to perform its undertaking herein.
3. EI will cooperate in a prompt and professional manner with MCI, its
attorneys, accountants and agents in the performance of this Agreement.
V. REPRESENTATIONS OF MCI
MCI represents, warrants and covenants the following:
1. MCI will cooperate fully with EI in executing the responsibilities
required under this Agreement so that EI may fulfill its responsibilities in a
timely manner.
2. MCI will neither circumvent this agreement either directly or
indirectly nor will it interfere with, impair, delay or cause EI to perform
work not described in this Agreement.
3. MCI and each of its subsidiaries is a corporation duly organized and
existing under the laws of its state of incorporation and is in good standing
with the jurisdiction of its incorporation in each state where it is required
to be qualified to do business.
4. MCI's articles of incorporation and by-laws delivered pursuant to
this Agreement are true, and complete copies of same have been duly adopted.
5. MCI will cooperate in a prompt and professional manner with EI, its
attorneys, accountants and agents during the performance of the obligations due
under this Agreement.
6. MCI represents that no person has acted as a finder or investment
advisor in connection with the transactions contemplated in this Agreement. MCI
will indemnify EI with respect to any claim for a finder's fee in connection
with this Agreement. MCI represents that no officer, director or stockholder of
the company is a member of the NASD, an employee or associated member of the
NASD, MCI represents that it has disclosed or will disclose to EI all potential
conflicts of interests involving its officers, directors, principals,
stockholders and/or employees.
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7 All financial information from the MCI will be provided to EI
in a timely and complete manner and all other information which MCI has
previously provided to EI concerning the MCI is accurate and complete in
every material respect. If it is later determined that such is not the
case, it shall be considered a basis for the termination of this
Agreement.
VI. CONFIDENTIALITY
EI agrees that all information received from MCI shall be treated
as confidential information and EI shall not share such information with
any other person or entity, except as are required to EI to fulfill this
Agreement, without the express written consent of MCI, unless such
disclosure will not cause damages to MCI.
MCI agrees not to divulge any named source (i.e. lenders,
institutions, investors, personal contacts, Broker Dealers, etc.) which
may be introduced to MCI by EI, for a period of one (1) year from the
execution of this Agreement. Furthermore, MCI agrees not to circumvent,
either directly or indirectly, the relationship that EI has with said
sources.
VII. NOTICES
Any notices from either party to the other shall be deemed received
on the date such notice is personally delivered. Any notice sent by fax
transmission shall be deemed received by the other party on the day it
has been transmitted. Any notice sent by mail by either party to the
other shall be deemed received on the third business day after it has
been deposited at a United States Post Office. For purposes of delivering
or sending notice to the parties under this Agreement such notices shall
be delivered or sent as follows:
Entrepreneur Investments, LLC Mariah Communications, Inc.
0000 X. Xxxxxxxxx Xxxx. 0000 X. Xxxxxx Xxxx
Xxxxxxxxx, XX 00000 Xxxxxx, XX 00000
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VIII. ENTIRE AGREEMENT
Neither party has made representations to the other which is not
specifically set forth in this Agreement. There are no oral or other
agreements between the parties which have been entered into prior or
contemporaneously with the formation of this Agreement. All oral
promises, agreements, representations, statements and warranties herein,
after asserted by one party against the other, shall be deemed to have
been waived by such party asserting that they were made and this
Agreement shall supersede all prior negotiations, statements,
representations, warranties and agreements made or entered into between
the parties to this Agreement.
IX. NO ASSIGNMENT
Neither party may assign any benefit due or delegate performance
under this Agreement without the express written consent of the other
party.
X. CONSTRUCTION
This Agreement shall be governed by the laws of the State of
Colorado. It shall also be construed as if the parties participated
equally in its negotiation and drafting. The Agreement shall not be
construed against one party over another party.
XI. ATTORNEYS FEES
In any action concerning the enforcement, breach, or interpretation
of this Agreement, the prevailing party shall be entitled to recover its
costs of suit and reasonable attorneys fees from the other party, in
addition to any other relief granted by the court.
XII. WAIVER
The waiver of any provision of this Agreement by either party shall
not be deemed to be a continuing waiver or a waiver of any other
provision of this Agreement by either party.
XIII. SEVERABILITY
If any provision of this Agreement or any subsequent modifications
hereof are found to be unenforceable by a court of competent
jurisdiction, the remaining provisions shall continue to remain in full
force and effect.
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XIV. AUTHORITY TO ENTER INTO AGREEMENT
The individuals signing this Agreement below represent to each other that
they have the authority to bind their respective corporations to the terms and
conditions of this Agreement. The individuals shall not, however have personal
liability by executing this Agreement and sign this Agreement only in their
representative capacities as authorized officers of the MCI and EI,
respectively.
IN WITNESS WHEREOF, the parties hereto have executed this Consulting Agreement
on the 15th day of August, 1998.
MARIAH COMMUNICATIONS, INC. ENTREPRENEUR INVESTMENTS, LLC
/s/ [Signature Illegible] /s/ X. X. XXXXXX, XX.
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Authorized Corporate Officer Authorized Corporate Officer
X. X. Xxxxxx Xx./Managing Member
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Print Name/Title Print Name/Title
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