AGREEMENT FOR FINANCIAL COMMUNICATION SERVICES
THIS AGREEMENT is entered into on this 23rd day of May, 2000, by and
between Tradeway Consulting, Inc. (hereinafter "TW"), with its principal place
of business at 0000 X. Xxxxxxxxxxx Xxxx, Xxxxx 000, Xxxxxx, Xxxxxxx 00000, and
XxxxxxXxxx.xxx (hereinafter "Client"), with its principal place of business at
0000 X. 00xx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxx, hereinafter Client and TW are
referred to collectively as "Parties" and singularly as "Party."
WHEREAS, the Parties desire to set forth the terms and conditions under
which the said services shall be performed.
NOW, THEREFORE, in consideration of these promises of the mutual
covenants herein, the Parties hereto agree as follows:
ARTICLE I
Scope of Services
TW will assist the Client on a non-exclusive basis to develop,
implement, and maintain an ongoing market awareness program.
ARTICLE II
Period of Performance
The period of performance under this Agreement shall be a period of six
months from the Effective Date of said Agreement (Article X).
ARTICLE III
Contractual Relationship
In performing the services under this Agreement, TW shall operate as,
and have the status of, an independent contractor. The Client and TW will be
mutually responsible for determining the means and the method for performing the
services described in Article I above.
ARTICLE IV
Compensation
As full consideration for the performance of services herein, the
Client shall pay TW compensation as follows:
(a) Fee: A total of 200,000 shares of Client's stock, payable on the effective
date, as set forth in Article X herein.
(b) 40,000 shares to be registered in the pending registration, 160,000 shares
to be 144 restricted.
ARTICLE V
Client Information
Since TW must at all times rely upon the accuracy and completeness of
information supplied to it by the Client's officers, directors, agents and
employees, the Client agrees to indemnify, hold harmless, and defend TW, its
officers, agents and employees at the Client's expense, in any proceeding or
suit which may arise out of and/or due to any inaccuracy or incompleteness of
such material supplied by the Client to TW.
ARTICLE VI
Protection of Proprietary Rights
TW agrees that all information disclosed to it about the Client's
products, processes and services are the sole property of the Client and it will
not assert any rights to any confidential or proprietary information or
material, nor will it directly or indirectly, except as required in the conduct
of its duties under the Agreement, disseminate or disclose any such confidential
information.
ARTICLE VII
Representative and Notices
Notices provided for hereunder shall be in writing and may be served
personally to the Client's Representative and TW's representative at their
respective places of business or by registered mail to the address of each Party
as first set forth hereinabove or may be transmitted by facsimile transmission
to the respective FAX numbers of record.
ARTICLE VIII
Arbitration/Jurisdiction of Court
Any controversy or claim arising out of or relating to this Agreement,
or the breach thereof, shall be settled by arbitration in the County of
Maricopa, Arizona, in accordance with the rules of the American Arbitration
Association there in effect, except that the parties thereto shall have any
right to discovery as would be permitted by the Federal Rules of Civil Procedure
and the prevailing Party shall be entitled to actual costs and actual attorneys'
fees from arbitration or any other civil action. Judgment upon the award
rendered therein may be entered in any Court having jurisdiction thereof.
Jurisdiction for any legal action is stipulated between the Parties to lie in
the County of Maricopa, Arizona.
ARTICLE IX
Miscellaneous
This Agreement constitutes the entire agreement between the Client and
TW relating to providing financial relations services. It supersedes all prior
or contemporaneous communications, representations or agreements, whether oral
or written, with respect to the subject matter hereof and has been induced by no
representations, statements or agreements other than those herein expressed. No
agreement hereafter made between the Parties shall be binding on either Party
unless reduced to writing and signed by an authorized officer of the Party bound
thereby.
ARTICLE X
Indemnification
Notwithstanding anything to the contrary set forth in this Agreement,
TW hereby agrees that it will comply with all applicable rules and regulations
of the Securities Act of 1933 (the "Securities Act") and the Securities Exchange
Act of 1934 (the "Exchange Act"), including, without limitation, the anti-fraud
and anti-manipulation requirements of Section 10(b) of the Exchange Act. In
addition to the above, (i) in any period during which BrowseSafe is
contemplating a public offering of its securities and a corresponding filing of
a Registration Statement with the Securities and Exchange Commission, (ii)
during the waiting period between the filing of such Registration Statement and
its effectiveness, and (iii) during any post-effective period before the
offering is complete and the prospectus delivery requirements have terminated,
TW agrees to comply strictly with the standards set forth in Securities Act Rule
135 and 134, as applicable, and the standards allowing "free writing" during the
post-effective period as set forth in the Securities Act and interpretations
thereof. In this regard, we have provided you with several pages from the
Corporate Communications Handbook by Messrs. Xxxxxx and Xxxxxxxx, which outline
in a general form these rules and requirements. By supplying this information to
you, BrowseSafe is not undertaking any further responsibility to counsel TW
about its duties and responsibilities under the securities laws, and TW should
consult its own legal counsel with respect to liabilities under these laws.
Further, TW agrees to indemnify BrowseSafe, its directors, officers, employees
and agents, against any claims, damages, liabilities or losses directly
resulting from the violations of any securities laws, rules or regulations by
TW.
ARTICLE XI
Effective Date
Effective Date shall be the date of TW's receipt of the Client
compensation in Article IV above.
This Agreement shall in all respects be interpreted and construed, and
the rights of the Parties hereto shall be governed by the laws of the State of
Arizona.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
executed by duly authorized officers.
XXXXXXXXXX.XXX TRADEWAY CONSULTING, INC.
By: /s/ Xxxx Xxxxx By: /s/ Xxxxxx Xxxxxxxxx
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Xxxx Xxxxx, President/CEO Xxxxxx Xxxxxxxxx, President
Date: 5-23-00 Date: 5-31-2000
---------------- ----------------
SECURITIES BORROWING AGREEMENT
LOS ANGELES, CALIFORNIA
June 7, 2000
Debtor: Xxxxxx Xxxxxxxxx and Tradeway Consulting, Inc., both jointly and
severally, located at 0000 X. Xxxxxxxxxxx Xxxx, Xxxxx 000, Xxxxxx, Xxxxxxx
00000, Tel.: (000) 000-0000; Fax: (000) 000-0000.
Lender: Banque Internationale A Luxembourg, for the account of A. Balanzategni.
1. Borrowing. In consideration for the borrowing by Debtor of 40,000
shares of common stock of XxxxxxXxxx.xxx, Inc., copies of each stock certificate
and/or proof of transfer to Debtor or assignee attached hereto and made a part
hereof, the Debtor promises to return to Lender the same number of shares of the
aforementioned securities upon the termination of this Agreement. In the event
Debtor is unable to return all or a portion of the securities borrowed, Debtor
shall be liable for the damages which shall be calculated as the number of
shares not returned multiplied by the closing bid price per share of the
securities on the date of termination.
2. Interest. Debtor shall pay Lender interest at 8% per annum based on a
securities value of $80,000.00 (40,000 x $2.00) at the time of borrowing. Such
interest shall be payable upon termination of this Agreement.
3. Collection Costs. Debtor agrees to pay the actual expenditures made in
any attempt to collect the amount due pursuant to this Note.
4. Attorneys' Fees. Debtor agrees that if any legal action is necessary to
enforce or collect under this Agreement, the prevailing party shall be entitled
to reasonable attorneys' fees in addition to any other relief to which that
party may be entitled.
5. Law and Venue. California law shall apply to this agreement and the
forum shall be the American Arbitration Association downtown Los Angeles,
California, office.
6. Termination. This Agreement shall terminate 30 days after the
completion of an SB-2 registration which contains 40,000 shares in the name of
Xxxxxx Xxxxxxxxx, or Tradeway Consulting, Inc. Upon termination the accrued
interest and the securities will be tendered to Lender or Lender's authorized
agent at Lender's instruction.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date hereinabove.
DEBTOR: DEBTOR: Tradeway Consulting, Inc.
------------------------------------- By:---------------------------------
Xxxxxx Xxxxxxxxx, individually Xxxxxx Xxxxxxxxx, President
