EXHIBIT 10.68
CONSULTING AGREEMENT
AGREEMENT made, the 1st day of September, 2000, by and between
WORLDWIDE WEB NETWORX CORPORATION, a Delaware corporation (hereinafter referred
to as the "Corporation"), and ELMINOR PORTFOLIO CORPORATION (hereinafter
referred to as "Consultant").
W I T N E S S E T H:
WHEREAS, the Corporation wishes to engage the services of S. Xxxxx Xxxxx
("Xx. Xxxxx") as a consultant to the Corporation; and
WHEREAS, Consultant has agreed to provide the services of Xx. Xxxxx as a
consultant to the Corporation upon the terms set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, and well as for other good and valuable consideration, the
receipt and sufficiency of which is hereby conclusively acknowledged and
established, the parties hereto, intending to be legally bound hereby, agree as
follows:
1. CONSULTING SERVICES; TERM. The Corporation hereby engages Consultant to
provide the services of Xx. Xxxxx as a consultant to the Corporation, pursuant
to the terms of this Agreement, for a period of two (2) years, commencing
September 1, 2000 (the "Term"). Consultant agrees to provide the services of Xx.
Xxxxx as a consultant to the Corporation during the Term and to cause Xx. Xxxxx
to make himself available to the Corporation, from time to time, at the
reasonable request of the Chairman, President and Chief Executive Officer of the
Corporation, for the purposes of rendering advice with regard to the affairs of
the Corporation, the management, conduct and operation of the Corporation's
business and with regard to potential investments and acquisitions by the
Corporation. It is acknowledged and agreed that Xx. Xxxxx may pursue other
employment and/or business interests during the Term, provided that such other
employment and/or business interests of Xx. Xxxxx are performed in such manner
as do not conflict with the services to be provided by Xx. Xxxxx hereunder.
2. COMPENSATION. In consideration for Consultant's agreement to provide
the services of Xx. Xxxxx as a consultant to the Corporation during the Term,
the Corporation will issue a warrant to Consultant for the purchase of up to
1,500,000 shares of the common stock of the Corporation, at the price of $0.75
per share, for a period of three (3) years from the date hereof, and reimburse
Consultant for all expenses incurred by Xx. Xxxxx in connection with the
performance of his services hereunder, provided that such expenses have been
approved in advance by the Chairman, President and Chief Executive Officer of
the Corporation.
3. INDEPENDENT CONTRACTOR. Consultant shall have sole control over the
manner and means in which Xx. Xxxxx performs his duties hereunder, and it is
hereby understood and agreed that Xx. Xxxxx shall not be considered an employee
of the Company for any purpose whatsoever.
4. TERMINATION. This Agreement shall terminate upon the first to occur of
the following events:
(a) the expiration of the Term; or
(b) the termination of this Agreement by mutual agreement of the
parties.
In addition, notwithstanding anything contained herein to the contrary, the
Corporation shall have the right to terminate this Agreement, at any time, upon
notice to Consultant.
5. BINDING EFFECT. This Agreement shall be binding upon an inure to the
benefit of the parties hereto and their respective successors and assigns;
provided, however, that neither party shall have the right to assign and of its
rights and obligations under this Agreement without the prior written consent of
the other party.
6. HEADINGS. The section headings of this Agreement are for convenience of
reference only and are not to be considered in the interpretation of the terms
and conditions of this Agreement.
7. NOTICES. Any notice required or permitted to be given under this
Agreement shall be in writing and shall be deemed to have been given when sent
by certified mail, postage prepaid, addressed as follows:
If to Consultant:
Elminor Portfolio Corporation
00 Xxxxx Xxxxxx
Xxx Xxxx, 00000
Israel
Attention: Uri Barel
If to the Corporation:
WorldWide Web NetworX Corporation
000 Xxxxxxx Xxxxxx - Xxxxxxx Xxxxx
Xxx Xxxx, XX 00000
Attention: President
8. GOVERNING LAW. This Agreement shall be governed by, construed,
interpreted and enforced in accordance with the laws of the State of Delaware.
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9. ENTIRE AGREEMENT; MODIFICATION OF AGREEMENT. This Agreement constitutes
the entire agreement among and between the parties hereto with respect to the
subject matter hereof and supersede all prior negotiations, understandings and
agreements of any nature whatsoever between the parties with respect to the
subject matter hereof. No amendment, waiver, or discharge or any provision of
this Agreement shall be effective against any party, unless that party shall
have consented thereto in writing.
IN WITNESS WHEREOF, each of the parties has executed or caused this
Agreement to be duly executed as of the date first above written.
WORLDWIDE WEB NETWORX CORPORATION
By: /s/ Xxxxx X. Xxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxx
Title: Chairman, President & CEO
ELMINOR PORTFOLIO CORPORATION
By: /s/ Uri Barel
--------------------------------
Name: Uri Barel
Title: President
