CONSULTING AGREEMENT
This Consultinq Agreement (the "Consulting agreement") made as of August
17, 2001, by and between Xxxxx Xxxxxx ("Consultant"), whose credentials are
listed under the website xxx.xxxxxxxxxxx.xxx, and xXxxxx.xxx, Inc. (the
"Company").
WITNESSETH
WHEREAS, the Company designs, manufactures and markets innovative voice and
computer telephony communications systems for business and corporate
departments and desires to expand its business or seek acquisitions of other
businesses; and
WHEREAS, the Company requires and will continue to require consulting
services relating management, strategic planning and marketing in connection
with its business; and
WHEREAS, Consultant can provide the Company with strategic planning and
marketing consulting services and is desirous of performing such services for
the Company; and
WHEREAS, the Company wishes to induce Consultant to provide these
consulting services to the Company,
NOW, THEREFORE, in Consideration of the mutual covenants hereinafter
stated it is agreed as follows:
1. APPOINTMENT.
The Company hereby engages Consultant and Consultant agrees to render
services as a consultant upon the terms and conditions hereinafter set forth.
2. TERM.
The term of this Consulting Agreement began as of the date of this
Agreement, and shall terminate six months from such date on February 17, 2002,
unless earlier terminated in accordance with paragraph 7 herein or extended as
agreed to between the parties.
3. SERVICES.
During the term of this Agreement, Consultant shall provide advice to
undertake for and consu1t with the Company concerning management, marketing,
consulting, strategic planning, corporate organization and structure,
financial matters in connection with the operation of the business of the
Company, expansion of services, acquisitions and business opportunities, and
shall review and advise the Company regarding its overall progress, needs and
condition. Consultant agrees to provide on a timely basis the following
enumerated services plus any additional services contemplated thereby:
a) The implementation of short-range and long-term strategic
planning to fully develop and enhance the Company's asset's,
resources, products and services;
b) The implementation of a marketing program to enable the Company
to broaden the markets for its services and promote the image of the
Company and its products and services;
c) Advise the Company relative to the recruitment and employment of
key executives consistent with the expansion of operations of the
Company;
d) The identification, evaluation, structuring, negotiating and
closing of
joint ventures, strategic alliances, business acquisitions and
advice with regard to the ongoing managing and operating of such
acquisitions upon consummation thereof; and
e} Advice and recommendations regarding corporate financing
including the structure, terms and content of bank loans,
institutional loans, private debt funding, mezzanine financing,
blind pool financing and other preferred and common stock equity
private or pubic financing.
4. DUTIES OF THE COMPANY
The Company shall provide Consultant, on a regular and timely basis,
with all approved data and information about it, its subsidiaries, its
management, its products and services and its operations as shall be
reasonably requested by Consultant, and shall advise Consultant of any facts
which would affect the accuracy of any data and information previously
supplied pursuant to this paragraph. The Company shall promptly supply
Consultant with full and complete copies of all financial reports, all filings
with all federal and state securities agencies; with full and complete copies
of all stockholder reports; with all data and information supplied by any
financial analyst, and with all brochures or other sales materials relating to
1ts products or services.
5. COMPENSATION
The Company will immediately grant Consultant or his designee 10,000,000
freely traded Shares of the Company's Common Stock. The Company will further
grant to Consultant or his designee Warrants to purchase 18,000,000 freely
traded Shares of the Company's Common Stock at an exercise price of: $0.055 or
ninety percent (90%) of the closing bid price on the date of exercise or the
average closing bid price for the prior twenty (20) trading days, whichever is
lower. The Warrants will have an expiration date of February 17, 2002. All
Shares, including the Shares underlying the Warrants are to be registered by
the Company at assignment outset. Any unexercised portion of the issued
warrants can be canceled at any time at the Company's option.
6. REPRESENTATIONS AND IDENTIFICATION
The Company shall be deemed to have been made a continuing representation
of the accuracy of any and all facts, material information and data which it
supplies to Consultant and acknowledges its awareness that Consultant will
rely on such continuing representation in disseminating such information and
otherwise performing its advisory functions. Consultant in the absence of
notice in writing from the Company, will rely on the continuing accuracy of
material, information and data supplied by the Company. Consultant represents
that he has knowledge of and is experienced in providing the aforementioned
services.
7. MISCELLANEOUS
Termination: This Agreement shall be terminated immediately upon written
notice for material breach of this Agreement.
Modification: This Consulting Agreement sets forth the entire
understanding of the Parties with respect to the subject matter hereof. This
Consulting Agreement may be amended only in writing signed by both Parties.
Notices: Any notice required or permitted to be given hereunder shall be
in writing and shall be mailed or otherwise delivered in person or by
facsimile transmission at the address of such party set forth above or to such
other address or facsimile telephone number as the Party shall have furnished
in writing to the other Party.
Waiver: Any waiver by either Party of a breach of any provision of this
Consulting Agreement shall not operate as or be construed to be a waiver of
any other breach of that provision or of any breach of any other provision of
this Consulting Agreement. The failure of a Party to insist upon strict
adherence to any term of this Consulting Agreement on one or more occasions
will not be considered a waiver or deprive that Party of the right thereafter
to insist upon adherence to that term of any other term of this Consulting
Agreement.
Assignment: The Shares and Warrants under this Agreement are assignable
at the discretion of the Consultant.
Severability: If any provision of this Consulting Agreement is invalid,
illegal, or unenforceable, the balance of this Consulting Agreement aha11
remain in effect, and if any provision is inapplicab1e to any person or
circumstance, it shall nevertheless remain applicable to all other persons and
circumstance.
Disagreements: Any dispute or other disagreement arising from or out of
this Consulting Agreement shall be submitted to arbitration under the rules of
the American Arbitration Association and the decision of the arbiter(s) shall
be enforceable in any court having jurisdiction thereof. Arbitration shall
occur only in Los Angeles, CA. The interpretation and the enforcement of this
Agreement shall be governed by California Law as applied to residents of the
State of California relat1nq to contracts executed in and to be performed
solely within the State of California. In the event any dispute is
arbitrated, the prevailing Party (as determined by the arbiter(s)) shall be
entitled to recover that Party's reasonable attorneys fees incurred (as
determined by the arbiter(s)).
IN WITNESS WHEREOF, this Consulting Agreement has been executed by the
Parties as of the date first above written.
Xxxxxx.xxx, Inc. CONSULTANT
/s/ XXXXXX XXXXXXX /s/ XXXXX XXXXXX
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Xxxxxx Xxxxxxx, Chairman Xxxxx Xxxxxx
President and Chief Executive Officer
Witness: /s/ XXXXX XXXXXX Witness:
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