[EXHIBIT 10.1]
Investment/Financing Consulting Agreement
January 15, 2001
Between
Wild Heart Ranch Inc, 000 Xxxx Xxxxx, Xxxxx Xxxxxxx, XX
and
Street Ascension Investment Management LLC,
000 Xxxxxxx Xxxxx 000/Xxxxx Xxxxxxx, XX 00000
Company to Company
CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") is entered into by and between
Wild Heart Ranch Inc. , a Delaware Corporation (the "Company"), and Ascension
Investment Management LLC (the "Consultant").
Accordingly, the parties agree as follows:
AGREEMENT
1. Consulting Period.
(a) Basic Term. Two year agreement: The Company hereby retains the
Consultant and Consultant agrees to render to the Company those services
described in Section 2 for the period (the "Consulting Period") commencing
on the date of this Agreement and ending January 15, 2003 (the "Term Date")
The Company shall pay Consultant the compensation to which it is entitled
through the end of the Consulting Period, and, thereafter, the Company's
obligations hereunder shall end.
(b) Renewal. The Company has the right to renew or extend this
contract , with both parties approval.
2. Duties, Responsibilities.
(a) Consultant hereby agrees to provide and perform for the Company
those services set forth. Consultant shall devote its best efforts to the
performance of the services and to such other services as may be reasonably
requested by the Company. The Consultant will represent the Company to the
financial community, its investors and contacts for the length of this
contract on a best efforts basis . The Consultant will assist in raising
capital, setting up investor presentations, ,meetings, and conference
calls. The Consultant will use Company approved materials and documents and
distribute them to
sophisticated investors, institutions and fund managers. The Consultant
will assist the Company through its first two years raising capital, with a
goal of listing on a recognized Stock Exchange. The Company agrees to
register 3 million shares of common stock of the Company unallocated in a
shelf registration, available for private placement at a 20% discount to
market. The Consultant will use its best efforts to assist the Company in
the placement and distribution of the common shares as a financing vehicle
with a goal of raising $2-$4 million in the first three months of trading
on a recognized exchange. The Consultant agrees to assist in providing the
Company a line of credit as interim financing if necessary to accommodate
financing needs.
3. Compensation, Benefits, Expenses.
(a) Compensation. In consideration of the services to be rendered
hereunder, including, without limitation, services to any Affiliated
Company, the Company shall issue to the Consultant or its nominee one
million shares of the Company's $.0001 par value common stock, hereinafter
referred to as the "Shares" The shares will be issued upon completion of
the current $1 million private placement closing . Provisions Governing
Shares.
The following provisions are applicable to the Shares : The Company agrees
to register the 1million shares in the registration document prior to listing.
4. Proprietary Information.
(a) Defined. "Proprietary Information" is all information and any idea
in whatever form, tangible or intangible, pertaining in any manner to the
business of the Company or any Affiliated Company, or to its clients,
consultants, or business associates, unless: (i) the information is or
becomes publicly known through lawful means; (ii) the information was
rightfully in Consultant's or its Agents' possession or part of its general
knowledge prior to the Consulting Period; or (iii) the information is
disclosed to Consultant or its Agents without confidential or proprietary
restrictions by a third party who rightfully possesses the information
(without confidential or proprietary restriction) and did not learn of it,
directly or indirectly, from the Company.
(b) General Restrictions on Use. Consultant agrees to hold all
Proprietary Information in strict confidence and trust for the sole benefit
of the Company and not to, directly or indirectly, disclose, use, copy,
publish, summarize, or remove from Company's premises any Proprietary
Information (or remove from the premises any other property of the
Company), except (i) during the Consulting Period to the extent necessary
to carry out Consultant's responsibilities under this Agreement, and (ii)
after termination of the Consulting Period as specifically authorized in
writing by the Company.
(c) Interference with Business; Competitive Activities. Consultant
acknowledges that the pursuit of the activities forbidden by this Section
6(c) would necessarily involve the use or disclosure of Proprietary
Information in breach of Section 6(b), but that proof of such breach would
be extremely difficult. To forestall such disclosure, use, and breach, and
in consideration of retaining Consultant under this Agreement, Consultant
agrees that for a period of one (1) year after termination of the
Consulting Period, it shall not,
for itself or any third party, directly or indirectly (i) divert or attempt
to divert from the Company (or any Affiliated Company) any business of any
kind in which it is engaged, including, without limitation, the
solicitation of or interference with any of its suppliers or customers,
(ii) employ, solicit for employment, or recommend for employment any person
employed by the Company, or by any Affiliated Company, during the
Consulting Period and for a period of one (1) year thereafter, or (iii)
engage in any business activity that is or may be competitive with the
Company or any Affiliated Company.
5. Notices.
All notices or other communications required or permitted hereunder shall
be made in writing and shall be deemed to have been duly given if delivered by
hand or mailed, postage prepaid, by certified or registered mail, return receipt
requested, and addressed to the Company at:
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or to the Consultant at:
Ascension Investment Mgmt., LLC
000 Xxxxxxx Xx., Xxxxx 000/Xxxxx
Xxxxxxx, XX 00000
Notice of change of address shall be effective only when done in accordance with
this Section.
6. Entire Agreement.
The terms of this Agreement are intended by the parties to be in the final
expression of their agreement with respect to the retention of Consultant by the
Company and may not be contradicted by evidence of any prior or contemporaneous
agreement. The parties further intend that this Agreement shall constitute the
complete and exclusive statement of its terms and that no extrinsic evidence
whatsoever may be introduced in any judicial, administrative, or other legal
proceeding involving this Agreement.
7. Severability; Enforcement.
If any provision of this Agreement, or the application thereof to any
person, place, or circumstance, shall be held by a court of competent
jurisdiction to be invalid, unenforceable, or void, the remainder of this
Agreement and such provisions as applied to other persons, places, and
circumstances shall remain in full force and effect. It is the intention of the
parties that the covenants contained in Sections 6 and 7 shall be enforced to
the greatest extent (but to no greater extent) in time, area, and degree of
participation as is permitted by the law of that jurisdiction whose law is found
to be applicable to any acts allegedly in breach of these covenants. It being
the purpose of this
Agreement to govern competition by Consultant anywhere throughout the world,
these covenants shall be governed by and construed according to that law (from
among those jurisdictions arguably applicable to this Agreement and those in
which a breach of this Agreement is alleged to have occurred or to be
threatened) which best gives them effect.
8. Governing Law.
Subject to Section 12, the validity, interpretation, enforceability, and
performance of this Agreement shall be governed by and construed in accordance
with the law of the State of Deleware
The parties have duly executed this Agreement as of the date first written
above.
CONSULTANT
By: /s/ H. Xxxxxx Xxxxx
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Title: Principal
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Date: 2/26/02
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WILD HEART RANCH
By: /s/ Xxxx Xxx Xxxx
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Title: Director
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Date: 2/26/02
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