EXHIBIT 6
AGREEMENT
THIS AGREEMENT, dated as of March 30, 1999 and subsequent
revision November 1, 1999 (this "Agreement"), is by and between Intrex, Inc. , a
Nevada corporation (the "Company"), and KLAD ( Xxxxx Xxxxx and Xxxxxxxx
XxXxxxxx) (the "Consultants").
WHEREAS, the Company desires the Consultants to provide
various media consulting services in the design and implementation of the
Company's web-site, and regular updates, as well as creating and reviewing the
process of press releases, and such other duties as may be requested and updated
from time to time, subject to the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and mutual
covenants contained herein, the Company and the Consultants (individually, a
"Party" and together the "Parties") hereby agree as follows:
1. TERM.
The term of this Agreement shall commence as of the date
hereof and shall terminate at the close of business on the SECOND anniversary of
the date hereof.
2. DUTIES AND RESPONSIBILITIES
(a) The Parties acknowledge and agree that the Consultant(s)
is/are an independent contractor and is neither an employee, nor an agent of the
Company or any of its subsidiaries or affiliates. Nothing in the Agreement shall
be construed to grant either Party the authority to enter into a contract in the
name of the other Party, or to bind the other Party in any manner.
(c) The Consultant(s) shall be available on a part-time basis
to perform his services hereunder as it would be reasonably necessary and will
be available to participate in meetings as may be reasonably necessary but not
to exceed a maximum of one day per month.
3. COMPENSATION.
Upon the execution of this Agreement, the Company shall grant
to the Consultants a 500,000 Stock Option to purchase shares of common stock of
the Company, exercisable at a strike price of $0.875. The underlying shares of
common stock of the Company shall be included in a registration statement. The
first 100,000 option will vest over a period of 3 months, with the remaining
options vesting over the next 9 months.
4. INDEMNIFICATION. The Company shall indemnify the
Consultants (and his heirs, executors, and
administrators) to the fullest extent permitted by
the
General Corporation Law of the State of Nevada, as
amended from time to time, for all amounts
(including, without limitation, judgments, fines,
settlement payments, expenses and attorneys' fees)
incurred or paid by the Consultant in connection with
any action, suit, investigation or proceeding arising
out of or relating to the performance by the
Consultant of services for the Company, or any
subsidiary of the Company or any other person at the
Company's request.
5. PARTIES. This Agreement shall be binding upon and
shall inure to the benefit of the Company and the
Consultants, the Consultant's heirs, beneficiaries
and legal representatives.
6. REPRESENTATION. The Company represents and warrants
that it is fully authorized and empowered to enter into this Agreement and that
the performance of its obligations under this Agreement will not violate any
agreement between it and any other person, firm or organization. The Consultant
represents that there is no agreement between him and any other person, firm or
organization that would be violated by the entrance into or the performance of
his obligations under this Agreement.
7. ENTIRE AGREEMENT; AMENDMENT.
(a) This Agreement contains the entire understanding of
the parties with respect to the subject matter hereof and supersedes any and all
other agreements between the parties with respect to the subject matter hereof.
(b) Any amendment of this Agreement shall not be binding
unless in writing and signed by both (i) an officer or director of the Company
duly authorized to do so and (ii) the Consultant.
8. ENFORCEABILITY. In the event that any provision of
this Agreement is determined to be invalid or unenforceable, the remaining terms
and conditions of this Agreement shall be unaffected and shall remain in full
force and effect, and any such determination of invalidity or enforceability
shall not affect the validity or enforceability of any other provision of this
Agreement.
9. GOVERNING LAW. THIS AGREEMENT IS EXECUTED IN THE
STATE OF NEW YORK AND SHALL BE GOVERNED BY, AND BE ENFORCEABLE IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE PRINCIPLES
OF CONFLICTS OF LAWS THEREOF.
10. COUNTERPARTS. This Agreement may be executed in two
or more counterparts.
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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the date first written above.
The Financial Commerce Network, Inc.
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: Secretary
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Xxxxx Xxx Xxxxx Design, Ltd.
By: Xxxxx Xxx Xxxxx
/s/ Xxxxx Xxx Xxxxx
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By: Xxxxxxxx XxXxxxxx
/s/
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