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EXHIBIT 10.0
"BUILDING FUTURES
FOR CORPORATIONS" 00000 Xxxx X. Xxxxxxx Xxxxx
Xxxxx 000
Xxxxxxxxx, XX 00000
0(000) 000-0000 PH
0(000) 000-0000 Fax
xxx.00xx.xxx
21ST EQUITY PARTNERS, L.L.C. CONSULTING AGREEMENT
AGREEMENT made as of the 20th day of September, 2000 by and between America's
Senior Financial Services, Inc. (OTCBB: AMSE) (hereinafter referred to as
"Client") and 21ST EQUITY PARTNERS, LLC, a North Carolina Corporation
maintaining its principle offices at 00000 Xxxx X. Xxxxxxx Xx., Xxxxxxxxx, XX
00000 (hereinafter referred to as the "Company").
WITNESSETH:
WHEREAS, Company is engaged in the business of providing and rendering public
relations and corporate communications services so as to better, more fully and
more effectively deal and communicate with its shareholders and the investment
banking community.
NOW, THEREFORE, in consideration of the premises and of the mutual covenants and
agreements contained herein, it is agreed as follows:
I. Engagement of Company, Client herewith engages Company and Company agrees to
render to Client public relations, communications, advisory and consulting
services.
A. The consulting services to be provided by the Company shall include, but are
not limited to the development, implementation and maintenance of an ongoing
program to increase the investment community's awareness of Client's activities
and to stimulate the investment community's interest in Client. Client
acknowledges the Company's ability to relate information regarding Client's
activities is directly related to the information provided by Client to the
Company.
B. Client acknowledges that Company will devote such time as is reasonably
necessary to perform the services for Client, having due regard for Company's
commitments and obligations to other businesses for which it performs consulting
services.
II. Compensation and Expense Reimbursement
A. Client will pay the Company, as compensation for the services provided for
in this Agreement and as reimbursement for expenses incurred by Company on
Client's behalf, in the manner set forth in Schedule A annexed to this
Agreement, which Schedule is incorporated herein by reference.
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B. In addition to the compensation and expense reimbursement referred to in
Section 2(A) above, Company shall be entitled to receive from Client a
"Transaction Fee", as a result of any transaction (as described below) between
Client and any other company, entity, person, group or persons or other party
which is introduced to, or put in contact with Client by Company. A
"Transaction" shall mean merger, sale of stock, sale of assets, consolidation or
other similar transaction or series or combination of transactions whereby
Client or such other party transfer to the other, or both transfer to a third
entity or person, stock, assets, or any interest in its business in exchange for
stock, assets, securities, cash or other valuable property or rights, or wherein
they make a contribution of capital or services to a joint venture, commonly
owned enterprise or business opportunity with the other for purposes of future
business operations and opportunities. To be a Transaction covered by this
section, the transaction must occur during the term of this Agreement or the
one-year period following the expiration of this Agreement.
The calculation of a Transaction Fee shall be based upon the total value of the
consideration, securities, property, business, assets or other value given,
paid, transferred or contributed by, or to, the Client and shall equal 5% of the
dollar value of the Transaction. Such fee shall be paid by certified funds or
free trading stock or a combination thereof to equal 5% at the closing of the
Transaction.
Terms and Termination. This Agreement shall be for a period of twelve (12)
months commencing September 20th, 2000 and terminating September 30th, 2001. If
the Client does not cancel the contract during the term, the contract will be
automatically extended for an additional three (3) months. Either party hereto
shall have the right to terminate this Agreement upon 10 days prior written
notice to the other party after the first 120 days.
Treatment of Confidential Information. Company shall not disclose, without the
consent of Client, any financial business information concerning the business,
affairs, plans and programs of Client which are delivered by Client to Company
in connection with Company's services hereunder, provided such information is
plainly and prominently marked in writing by Client as being confidential (the
"Confidential Information"). The Company will not be bound by the foregoing
limitation in the event (I) the Confidential Information is otherwise
disseminated and becomes public information or (ii) the Company is required to
disclose the Confidential Information pursuant to a subpoena or other judicial
order.
Representative by Company of Other Clients. Client acknowledges and consents to
Company rendering public relations, consulting and/or communications services to
other clients of the Company engaged in the same or similar business as that of
Client.
Indemnification by Client as to Information Provided to Company. Client
acknowledges that Company, in the performance of its duties, will be required to
rely upon the accuracy and completeness of information supplied to it by
Client's officers, directors, agents and/or employees. Client agrees to
indemnify, hold harmless and defend Company, its officers, agents and/or
employees from any proceeding or suit which arises out of or is due to the
inaccuracy or incompleteness of any material or information supplied by Client
to Company. Indemnification by Company as to services to be provided: Company
acknowledges that it will at all times use its best efforts to work within all
applicable rules and regulations with the performance of its duties as the
Client's public relations and corporate communications provider.
Independent Contractor. It is expressly agreed that Company is acting as an
independent contractor in performing its services hereunder. Client shall carry
no workers compensation insurance or any health or accident insurance on Company
or consultant's employees. Client shall not pay any contributions to social
security, unemployment insurance, Federal or state withholding taxes nor provide
any other contributions or benefits which might be customary in an
employer-employee relationship.
Non-Assignment. This Agreement shall not be assigned by either party without the
written consent of the other party.
Notices. Any notice to be given by either party to the other hereunder shall be
sufficient if in writing and sent by registered or certified mail, return
receipt requested, addressed to such party at the address specified on the first
page of this Agreement or such other address as either party may have given to
the other in writing. Entire Agreement. The within agreement contains the entire
agreement and understanding between the parties and supercedes all prior
negotiations, agreements and discussions concerning the subject matter hereof.
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Modification and Waiver. This Agreement may not be altered or modified except by
writing signed by each of the respective parties hereof. No breach or violation
of the Agreement shall be waived except in writing executed by the party
granting such waiver.
Law to Govern: Forum for Disputes. The Company and the Client agree that any
legal disputes that may occur between the Company and the Client, and that arise
out of, or are related in any way to the Company contract with the Client and/or
its performance of services under the Contract or the termination of this
contract, and which disputes cannot be resolved informally, shall be resolved
exclusively through final and binding private arbitration, before an arbitrator
mutually selected by the Company and the Client with each party to bear its own
costs and attorney fees. If the Company and the Client are unable to agree upon
an arbitrator within twenty-one (21) days after either party made a demand for
arbitration, the matter will be submitted for arbitration to the American
Arbitration Organization, to facilitate arbitration by mail and teleconference
thereby reducing cost for each party. Notwithstanding the foregoing, in no event
shall a demand for arbitration be made after the date when institution of legal
or equitable proceeding based on such claim, dispute, or other matter in
question would be barred by the applicable statutes of limitation.
IN WITNESS THEREOF, the parties have executed this Agreement as of the day and
year first written above.
SCHEDULE A-1
PAYMENT FOR SERVICES AND REIMBURSEMENT OF EXPENSES
A. For the services to be rendered and performed by company during the term of
the Agreement, Client shall pay to Company the sum of 100,000 free-trading
shares at the signing of this contract and $10,000 U.S. Dollars monthly, or the
equivalent in free-trading shares of company stock to be paid on the 1st of each
month beginning 30 days after signing and each month thereafter until expiration
of termination of contract.
B. Client shall also agree to PUT IN ESCROW ACCOUNT 750,000 free-trading shares
of company's stock xxx X-0 or SB-2 registration to be used for compensation to
affiliate PR programs other than 21 EP. These escrow shares are to be issued
upon request of 21 EP to its affiliates only as needed and mutually agreed upon
by client and company. 21 EP SHALL NOT RECEIVE directly or indirectly any
compensation from use of escrow shares.
C. $7,500 in Free Trading Shares to E-Trek Design Systems for complete overhaul
of Web site.
21st Equity Partners LLC
By:
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Xxxx Xxxx, President and CEO
America's Senior Financial Services, Inc. E-Trek Designs is a division of
21st Equity Partners, LLC
WWW. 00XX.XXX
By: XXX.XXXXXXXXXXXX.XXX
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Xxxxxx X. Xxxxx, CEO
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