GO ONLINE NETWORKS CORPORATION
A DELAWARE CORPORATION
CONSULTING AGREEMENT
This Consulting Agreement (this "Agreement"), made and entered into as of
this 10th day of May, 2000 by and between Go Online Networks Corporation, a
Delaware corporation ("GONT" or the "Company") and Xxxxxx Xxxxxx, an individual
(the "Consultant").
RECITALS
WHEREAS, from June 10, 1999 to the date hereof, Consultant has been
rendering services to GONT without compensation;
WHEREAS, GONT desires to herein compensate Consultant for past services
rendered, as well as to engage the consulting services of Consultant for a
limited period of time into the future; and
WHEREAS, Consultant wishes to provide GONT with consulting services.
NOW, THEREFORE, in consideration of the mutual promises herein contained,
the parties hereto hereby agree as follows:
1. CONSULTING SERVICES
GONT hereby authorizes, appoints and engages the Consultant to perform the
following services in accordance with the terms and conditions set forth in this
Agreement:
Services related to the divestiture of Auctionomics, Inc. from GONT,
including but not limited to contacting and transferring relationships with
vendors, suppliers, and customers, and other services as mutually agreed upon
relating to GONT's ongoing auction-related business, if any.
2. TERM OF AGREEMENT
This Agreement shall be in full force and effect as of the date hereof and
shall remain in effect for a period of three months.
3. COMPENSATION TO CONSULTANT
As consideration for the past services rendered to the Company and for the
services described herein, the Company shall cause to be issued to Consultant an
aggregate of 250,000 shares of "restricted" common stock of GONT. Within ten
(10) days of the date hereof, GONT shall cause the shares to be registered on
Form S-8, and thus become free-trading, and shall deliver the shares to
Consultant.
4. REPRESENTATIONS AND WARRANTIES OF CONSULTANT
Consultant represents and warrants to and agrees with GONT that:
a. This Agreement has been duly authorized, executed and delivered by
Consultant. This Agreement constitutes the valid, legal and binding obligation
of Consultant, enforceable in accordance with its terms, except as rights to
indemnity hereunder may be limited by applicable federal or state securities
laws, and except as such enforceability may be limited by bankruptcy,
insolvency, reorganization or similar laws affecting creditor's rights
generally.
b. The consummation of the transactions contemplated hereby will not result
in any breach of the terms or conditions of, or constitute a default under, any
agreement or other instrument to which Consultant is a party, or violate any
order, applicable to Consultant, of any court or federal or state regulatory
body or administrative agency having jurisdiction over Consultant or over any of
its property, and will not conflict with or violate the terms of Consultants's
current employment.
c. The parties hereto acknowledge and agree that GONT shall have the right
to refuse any course of action proposed by Consultant and to refuse any customer
or sale identified by Consultant or any other source.
d. Consultant acknowledges that, prior to the filing by the Company of a
Form S-8, the GONT Shares will be "restricted securities" (as such term is
defined in Rule 144 promulgated under the Securities Act of 1933, as amended
("Rule 144")), that the shares will contain a restrictive legend, and, except as
otherwise set forth in this Agreement, that the shares cannot be sold for a
period of one year from the date of issuance unless registered with the SEC and
qualified by appropriate state securities regulators, or unless Consultant
obtains written consent from the Company and otherwise complies with an
exemption from such registration and qualification (including, without
limitation, compliance with Rule 144).
5. REPRESENTATIONS AND WARRANTIES OF GONT
GONT hereby represents, warrants, covenants to and agrees with Consultant
that:
a. This Agreement has been duly authorized, and executed by GONT. This
Agreement constitutes the valid, legal and binding obligation of GONT,
enforceable in accordance with its terms, except as rights to indemnity
hereunder may be limited by applicable federal or state securities laws, except
in each case as such enforceability may be limited by bankruptcy, insolvency,
reorganization or similar laws affecting creditor's rights generally.
b. There is not now pending or, to the knowledge of GONT, threatened, any
action, suit or proceeding to which GONT is a party before or by any court or
governmental agency or body which might result in a material adverse change in
the financial condition of GONT. The performance of this Agreement and the
consummation of the transactions contemplated hereby will not result in a breach
of the terms or conditions of, or constitute a default under, any statute,
indenture, mortgage or other material Agreement or instrument to which GONT is a
party, or violate any order, applicable to GONT, or governmental agency having
jurisdiction over GONT or over any of its property.
6. INDEPENDENT CONTRACTOR
Both GONT and the Consultant agree that the Consultant will act as an
independent contractor in the performance of his duties under this Agreement.
Nothing contained in this Agreement shall be construed to imply that Consultant,
or any employee, agent or other authorized representative of Consultant, is a
partner, joint venturer, agent, officer or employee of GONT. Neither party
hereto shall have any authority to bind the other in any respect vis a vis any
third party, it being intended that each shall remain an independent contractor
and responsible only for its own actions.
7. NOTICES
Any notice, request, demand, or other communication given pursuant to the
terms of this Agreement shall be deemed given upon delivery, if hand delivered
or sent via facsimile, or Forty-Eight (48) hours after deposit in the United
States mail, postage prepaid, and sent certified or registered mail, return
receipt requested, correctly addressed to the addresses of the parties indicated
below or at such other address as such party shall in writing have advised the
other party.
To GONT:
Go Online Networks Corporation
0000 Xxxxx Xxxxxxxxx, Xxxxx 000
Xxxxx Xxxx, XX 00000
Attn: Xxx Xxxxxxxx
Facsimile (000) 000-0000
with a copy to:
Xxxxxx Law Group
000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxxxxx Xxxxx, XX 00000
Attn: M. Xxxxxxx Xxxxxx, Esq.
Facsimile (000) 000-0000
To Consultant:
Xxxxxx X. Xxxxxx
00000 Xxxxxxx Xxxxxxxxx, Xxxx 000
Xxxxxxx, XX 00000
Facsimile (000) 000-0000
8. ASSIGNMENT
This contract shall inure to the benefit of the parties hereto, their heirs,
administrators and successors in interest. This Agreement shall not be
assignable by either party hereto without the prior written consent of the
other.
9. CHOICE OF LAW AND VENUE
This Agreement and the rights of the parties hereunder shall be governed by
and construed in accordance with the laws of the State of California including
all matters of construction, validity, performance, and enforcement and without
giving effect to the principles of conflict of laws. Any action brought by any
party hereto shall be brought within the State of California, County of Orange.
10. NONDISCLOSURE
Each party hereto agrees to keep the terms of this Agreement and the
transactions contemplated hereby as confidential and shall not disclose such
information to any third party, other than professional advisors utilized to
negotiate and consummate the transactions contemplated hereby. The parties
hereto agree that in the event there is a breach of the foregoing
confidentiality provision, the damage to the parties hereto would be difficult
to estimate and as a result, in the event of such a breach, the non-breaching
party, in addition to any and all other remedies allowed by law, would be
entitled to injunctive relief enjoining the actions of the breaching party.
11. SEVERABILITY
If any provision of this Agreement is unenforceable, invalid, or violates
applicable law, such provision, or unenforceable portion of such provision,
shall be deemed stricken and shall not affect the enforceability of any other
provisions of this Agreement.
12. CAPTIONS
The captions in this Agreement are inserted only as a matter of convenience
and for reference and shall not be deemed to define, limit, enlarge, or describe
the scope of this Agreement or the relationship of the parties, and shall not
affect this Agreement or the construction of any provisions herein.
13. COUNTERPARTS
This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original, but all of which shall together constitute one and
the same instrument.
14. MODIFICATION
No change, modification, addition, or amendment to this Agreement shall be
valid unless in writing and signed by all parties hereto.
15. ATTORNEYS FEES
Except as otherwise provided herein, if a dispute should arise between the
parties including, but not limited to arbitration, the prevailing party shall be
reimbursed by the non-prevailing party for all reasonable expenses incurred in
resolving such dispute, including reasonable attorneys' fees.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the Effective Date.
"GONT" "Consultant"
Go Online Networks Corporation
a Delaware corporation
/s/ Xxx Xxxxxxxx /s/ Xxxxxx X. Xxxxxx
________________________________ ____________________________
By: Xxx Xxxxxxxx By: Xxxxxx X. Xxxxxx
Its: Chief Executive Officer
