CONSULTING AGREEMENT
This Agreement is made and entered into as of the 15th day of March, 1999
by and between OLYMPIC CAPITAL GROUP, INC. ("OCG") with principal offices at 000
Xxxxx Xxxxxx, Xxx Xxxx, XX 00000, and I-TECH HOLDINGS GROUP, INC. a Colorado
corporation (the "Company") with its principal office at 0000 Xxxx Xxxxxx, Xxxxx
Xxxx 00000.
WHEREAS, OCG's employees have rendered consulting services to the Company
in connection with the introduction to this Company, for the purpose of having
this Company acquire, other internet-related financial companies; and
WHEREAS, the parties hereto desire to memorialize the services of OCG's
employees and to compensate OCG's employees therefor;
NOW, THEREFORE, in consideration of the mutual promises made herein and for
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:
1. Purpose: The Company hereby recognizes and agrees that OCG's employees
have rendered bona fide consulting advice to the Company specifically relating
to the introduction to the Company of internet-related financial companies,
which services were not in connection with the offer or sale of securities in a
capital-raising transaction, and which services did not and do not directly or
indirectly promote or maintain a market for the Company's securities
("Consulting Services"). For a period of six months from the date hereof, OCG to
will continue to provide such services, and, if and to the extent requested by
the Company, will assist the Company in the research of, and possible
acquisition of, other internet information providers.
2. Compensation: In consideration for the valuable Consulting Services
rendered by OCG's employees to the Company, as recognized in this Agreement, the
Company hereby agrees to issue to OCG's designees at a price of $.01 per share
($750 in total), 75,000 shares of the Company's Common Stock (the "Shares"). OCG
hereby acknowledges that the aforementioned 75,000 Shares are in full payment
for the services rendered by OCG and its designated employees. OCG hereby
designates that the 75,000 Shares should be issued as follows: to Xxxx X.
Xxxx-69,500 shares; to Xxxx Xxxxxxxxxxx-3,000 shares; to Xxxx Xxxxxx 2,500
shares.
3. Registration: The Company hereby agrees to immediately register the
Shares pursuant to a Registration Statement on Form S-8.
4. OCG and designees are Independent Contractors: OCG and its designees
have performed the Consulting Services described herein as independent
contractors and not as an employees of the Company or any affiliate thereof.
5. Miscellaneous:
(a) This Agreement between the Company and OCG constitutes the entire
agreement and understanding of the parties hereto, and supersedes any and
all previous agreement and understandings, whether oral or written, between
the parties.
(b) Any notice or communication permitted or required hereunder shall
be in writing and shall be deemed sufficiently given if hand-delivered or
sent (i) postage prepaid by registered mail, return receipt requested, or
(ii) by facsimile, to the respective parties as set forth above, or to such
other address as either party may notify the other in writing.
(c) This Agreement shall be binding upon and inure to the benefit of
each of the parties hereto and their respective successors, legal
representatives and assigns. This Agreement may be executed in any number
of counterparts, each of which together shall constitute one and the same
original document. No provision of this Agreement may be amended, modified
or waived, except in a writing signed by all of the parties hereto.
(d) This Agreement shall be construed in accordance with and governed
by the laws of the State of New York, without giving effect to conflict of
law principles. The parties hereby agree that any dispute which may arise
between them arising out of or in connection with this Agreement shall be
adjudicated before a court located in New York, and they hereby submit to
the exclusive jurisdiction of the courts of the State of New York located
in New York, New York and of the federal courts of the State of New York
located in New York, New York and of the federal courts in the Southern
District of New York with respect to any action or legal proceeding
commenced by any party.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed, as of the day and year first above written.
OLYMPIC CAPITAL GROUP, INC.
/s/Xxxx X. Xxxx
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Xxxx X. Xxxx, President
INDIVIDUAL CONSULTANTS:
/s/Xxxx X. Xxxx
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Xxxx X. Xxxx
/s/Xxxx X. Xxxxxxxxxxx
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Xxxx X. Xxxxxxxxxxx
/s/Xxxx Xxxxxx
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Xxxx Xxxxxx
I-TECH HOLDINGS GROUP, INC.
/s/Marcus New
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Marcus New, President
