Exhibit 99.2 Business Plan Consulting Agreement, dated September 27, 2002,
by and between Crescent Fund, Inc. and the Registrant
BUSINESS PLAN CONSULTING AGREEMENT
This Agreement made this 27th day of September 2002, by and between Crescent
Fund, Inc., a Texas corporation whose address is 00 Xxxx Xxxxxx, 00xx Xxxxx, Xxx
Xxxx, Xxx Xxxx 00000, hereinafter referred to as "CRESCENT" or "Consultant" and
Visual Interviews, Inc., a Delaware corporation, its agents, successors or
assigns, hereinafter referred to as "VISUAl INTERVIEWS" or "Client", whose
address is 0000 Xxxxxx Xxxx, Xxxx 000, Xxxx xxxx Xxxxxxx, Xxxxxxxxxx 00000.
Whereas Consultant is in the business of providing Business Plan consulting
services to businesses and whereas Client desires to retain Consultant for the
following purposes:
To assist Client in writing and editing Business Plan
For and in consideration of mutual benefits, detriments, and promises, and the
cross consideration hereinafter set forth, the adequacy of which is hereby
acknowledged, the parties hereto, CRESCENT and VISUAL INTERVIEWS, collectively
"THE PARTIES", hereby covenant and agree as follows:
1. Services
a. CRESCENT is hereby engaged by VISUAL INTERVIEWS to assist in writing and
editing VISUAL INTERVIEW'S business plan
2. Compensation
a. VISUAL INTERVIEWS hereby agrees to pay CRESCENT for the services set forth
in Paragraph 1 the following non-refundable retainer items:
1. The issuance of 400,000 shares of free-trading common stock (such stock
shall be issued within three days after the date hereof)
3.Termination of Agreement
This Consulting Agreement may not be terminated by either party prior to the
expiration of the term provided herein above, except as follows:
a. Upon the bankruptcy or liquidation of the other party, whether voluntary
or involuntary
b. Upon the other party taking the benefit of any insolvency law:
c. Upon the other party having or applying for a receiver appointed for
either party; and/or
d. Mutual Consent of the parties
4. Notices
All notices hereunder shall be in writing and addressed to the party at the
address herein set forth, or at such other address which notice pursuant to this
section may be given, and shall be given by either certified mail, express mail
or other overnight courier service. Notices shall be deemed given upon the
earlier of actual receipt of three (3) business days after being mailed or
delivered to such courier service. Any notice to be given hereunder shall be
effective if executed by and/or sent by the attorneys for THE PARTIES giving
such notice and, in connection therewith, THE PARTIES and their respective
counsel agree in giving such notice such counsel may communicate directly in
writing with such party to the extent necessary to give such notice.
5. Attorney Fees
In the event either party is in default of the terms or conditions of this
Consulting Agreement and legal action is initiated or suit be entered as a
result of such default the prevailing party shall be entitled to recover all
cost incurred as a result of such default including reasonable attorneys fees,
expenses and court cost through trial, appeal and to final disposition.
6. Time is of the Essence
Time is hereby expressly made of the essence of the Consulting Agreement with
respect to the performance by THE PARTIES of their respective obi ligations
hereunder.
7.Inurement
This Consulting Agreement shall incur to the benefit of and be binding upon
THE PARTIES hereto and their respective heirs, executors, administrators,
personal representatives, successors and assigns.
8. Entire Agreement
This Consulting Agreement contains the entire agreement of THE PARTIES. It is
declared by THE PARTIES that there are no other oral or written agreements or
understanding between them affecting this agreement. This Agreement supercedes
all previous agreements.
9. Amendments
This Agreement may be modified or amended provided such modifications or
amendments are mutually agreed upon by and between THE PARTIES hereto and that
said modifications or amendments are made only by an instrument in writing
signed by THE PARTIES.
10. Waivers
No Waiver of any provision or condition of this Agreement shall be valid
unless executed in writing and signed by the party to be bound thereby, and then
only to the extent specified in such waiver. No waiver of any provision or
condition of this Agreement shall be construed as a waiver of any other
provision or condition of this Agreement, and no present waiver of any provision
of this Agreement shall be construed as a future waiver of such provision or
condition.
11. Non-Wavier
The failure of either party, at any time, to require any such performance by
any other party shall not be construed as a waiver of such right to require such
performance, and shall in no way affect such party's right to require such
performance and shall in no way affect such party's right subsequently to
require a full performance hereunder.
12. Construction of Agreement
Each party and its counsel have participated fully in the review and revision
of this Agreement. Any rule of construction to the effect that ambiguities are
to be resolved against the drafting party shall not apply in the interpretation
of this Agreement.
13. Applicable Laws.
THIS AGREEMENT IS EXECUTED PURSUANT TO AND SHALL BE INTERPRETED AND GOVERNED
FOR ALL PURPOSES BY THE LAWS OF THE STATE OF TEXAS FOR WHICH THE COURTS IN
DALLAS COUNTY, TEXAS SHALL HAVE JURISDICTION WITHOUT GIVING EFFECT TO THE CHOICE
OR LAWS OR CONFLICT OF LAWSS, RULES THEREFOR OR OF ANY STATE.
14. Counterparts
This Agreement may be executed by a number of identical counterparts. EAch
such counterpart5 is deemed an original for all purposes and all such
counterparts shall, collectively, constitute one agreement, but, in making proof
of this Agreement, it shall not be necessary to produce or account for more than
on counterpart.
15. Facsimile
A facsimile copy of this Agreement is acceptable
16. Acceptance of Agreement
Unless both parties have signed this Agreement within ten (10) business days
of the date listed above, this Agreement shall be deemed automatically withdrawn
and terminated.
IN WITNESS WHEREOF, THE PARTIES have set forth their hands and seal in execution
of this Consulting Agreement this 27th day of September, 2002 by and between;
CRESCNET FUND, INC. VISUAL INTERVIEWS, INC.
A Texas Corporation A Delaware Corporation
By:/s/ Xxxxxxx Xxx By:/s/ Xxxxxx X. Xxxxx,
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Xxxxxxx Xxx, President Xxxxxx X. Xxxxx, CFO
Date: Sept. 27, 2002 Date: Sept 27, 2002
