CONSULTING AGREEMENT
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This Consulting Agreement (the "Agreement") is made on November 12, 1998, by and
between SONOMA HOLDING CORPORATION, a publicly traded company and its wholly
owned subsidiary PAYDAY CHECK ADVANCE, INC. D/B/A PAYDAY EXPRESS (the
"Company"), 000 Xxxxx 0xx Xxxxxx, Xxxx Xxxxxx, Xxxxxxxx 00000, and XXXXXXXXX
GROUP, LTD. (the "Consultant"), 0000 Xxxxx Xxxxx Xxxxxxx, Xxxxx 0X, Xxxxxxx,
Xxxxxxxx 00000.
A. The Consultant has a background in financial consulting and is willing
to provide services to the Company based on this background.
B. The Company desires to have financial consulting services provided by
the Consultant.
THEREFORE, THE PARTIES AGREE AS FOLLOWS:
1) DESCRIPTION OF SERVICES. Beginning on November 1, 1998, the Consultant
shall use its best efforts to provide general financial consulting to
the Company which shall include but is not limited to providing bank
contracts, equity funding leads, supporting the stock price, and
assisting and creating a market for the stock.
2) PAYMENT TO CONSULTANT. The Company agrees that the Consultant will
provide financial consulting.
The Company will pay a fee of five thousand dollars ($5,000)
per month for twenty four (24) months commencing November 1, 1998. As
additional compensation, upon execution, the Company will issue to the
Consultant or their assigns, two hundred thousand (200,000) shares of
Sonoma Holding Corporation, a NASDAQ small capital stock at no cost.
3) RELATIONSHIP OF PARTIES. It is understood by the parties that the
Consultant is an independent contractor with respect to the Company,
and not an employee of the Company. The Company will not provide fringe
benefits, including health insurance benefits, paid vacation, or any
other employee benefit, to the Consultant.
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4) ASSIGNMENT. The Consultant's obligations under this Agreement may not
be assigned or transferred to any other person, firm or corporation
without the prior written consent of the Company.
5) NOTICES. All notices required or permitted under this Agreement shall
be in writing and shall be deemed delivered when delivered in person or
deposited in the United States mail, postage prepaid, addressed as
follows:
Company: SONOMA HOLDING CORPORATION
PAYDAY CHECK ADVANCE, INC. D/B/A PAYDAY EXPRESS
000 Xxxxx 0xx Xxxxxx
Xxxx Xxxxxx, Xxxxxxxx 00000
Consultant: XXXXXXXXX CROUP, LTD.
0000 Xxxxx Xxxxx Xxxxxxx, Xxxxx 0X
Xxxxxxx, Xxxxxxxx 00000
Such address may be changed from time to time by either party by
providing written notice in the manner set forth above.
6) ENTIRE AGREEMENT. This Agreement contains the entire agreement of the
parties and there are no other promises or conditions in any other
agreement whether oral or written. This Agreement supercedes any prior
written or oral agreements between the parties.
7) AMENDMENT. This Agreement may be modified or amended, if the amendment
is made in writing and is signed by both parties.
8) SEVERABILITY. If any provision of this Agreement shall be held to be
invalid or unenforceable for any reason, the remaining provisions shall
continue to be valid and enforceable. If a court finds that any
provision of this Agreement is invalid or unenforceable, but that by
limiting such provision it would become valid and enforceable, then
such provision shall be deemed to be written, construed, and enforced
as so limited.
9) WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any
provision of this Agreement shall not be construed as a waiver or
limitation of that party's right to subsequently enforce and compel
strict compliance with every provision of this Agreement.
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10) APPLICABLE LAW. This Agreement shall be governed by the laws of the
State of Illinois.
Agreed this 12th day of Nov , 1998.
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SONOMA HOLDING CORPORATION
PAYDAY CHECK ADVANCE, INC. d/b/a/ Payday Express
By: /s/ Xxxxxxxx X. Xxxxxx
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Title: President
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XXXXXXXXX GROUP, LTD.
By: Xxxxxx Xxxxxx
Title: President
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