World of Xxxxxxxx.xxx AG
Xx xxx Xxxxxx 0, 00000 Xxxxxxx, Xxxxxxx
Phone 00000-000-000-00 36 Fax 00000-000-000-00 52
Consulting Services Agreement
This Consulting Services Agreement (the "Agreement") is entered
this 26th day of March, 2000 by and between World of Xxxxxxxx.xxx
AG (Consultant), a German corporation and XXXx.xxx (Client), a US
corporation, (XXX-XXXX.XX) with reference to the following:
RECITALS
A. The Client desires to be assured of the services of the
Consultant in order to avail itself of the Consultant's experience,
skills, knowledge, abilities and background to facilitate the
research editing and production of a corporate research report;
financial analysis and evaluation; and introduction to European
financial markets. The Client is therefore willing to engage the
Consultant upon the terms and conditions set forth herein.
B. The Consultant agrees to be engaged and retained by the Client
upon the terms and conditions set forth herein.
NOW THEREFORE, in consideration of the foregoing, of the mutual
promises herein set forth and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1. Engagement. Client hereby engages Consultant on a non-
exclusive basis, and Consultant hereby accepts the engagement to
become a European financial markets consultant to the Client for a
period of three months and to render such advice, consultation,
information and services to the Client regarding general financial
and business matters including, but not limited to:
A. Independently researching, editing and generating a
corporate profile of the Client.
B. Featuring and hosting a buy recommendation including a
share price target of the Client, on xxx.xxxxxxxxxxxxx.xx, a
bilingual European financial internet publication.
C. Technical chart analysis of the Client's share price
history and development.
D. Independently preparing, editing and posting a corporate
update of the Client, if applicable, on xxx.xxxxxxxxxxxxx.xx during
the three month engagement
Exhibit - 10.14
E. Preparation of an application for a listing of the
Client's common stock on a major European stock exchange and
introduction to European market makers, if Client so desires.
It shall be expressly understood that Consultant shall have no
power to bind Client to any contract or obligation or to transact
any business in Client's name or on behalf of Client in any manner.
2. Term. The term ("Term") of this Agreement shall commence
on the date hereof and continue for three (3) months from the date
the Client's corporate profile is posted on xxx.xxxxxxxxxxxxx.xx.
This Agreement may be extended upon agreement by both parties.
3. Engagement Fee. As consideration for Consultant entering
into this Agreement, Client and Consultant agree to the following:
A. A cash Engagement Fee ("Engagement Fee") of two hundred
thousand dollars ($200,000) payable to the Consultant on the date
hereof.
B. The Engagement Fee may be satisfied by delivery of a
certificate(s) representing an aggregate of one hundred thirty
thousand shares (130,000) shares of common stock of Client (the
"Shares") at a price of $1.55 per share, to be delivered to
Consultant upon execution of this Agreement (see delivery
instructions). The Shares will be issued to Xxxxxx X. Xxxx and will
be duly authorized, validly issued and outstanding, fully paid and
nonassessable and will not be subject to any liens or encumbrances.
4. Exclusivity; Performance; Confidentiality. The services
of Consultant hereunder shall not be exclusive, and Consultant and
its agents may perform similar or different services for other
persons or entities whether or not they are competitors of Client.
Consultant shall be required to expend only such time as is
necessary to service Client in a commercially reasonable manner.
Consultant acknowledges and agrees that confidential and valuable
information proprietary to Client and obtained during its
engagement by the Client, shall not be, directly or indirectly,
disclosed without the prior express written consent of the Client,
unless and until such information is otherwise known to the public
generally or is not otherwise secret and confidential.
5. Independent Contractor. In its performance hereunder,
Consultant and its agents shall be an independent contractor.
Consultant shall complete the services required hereunder according
to its own means and methods of work, shall be in the exclusive
charge and control of Consultant and which shall not be subject to
the control or supervision of Client, except as to the results of
the work and as otherwise requested. Client acknowledges that
nothing in this Agreement shall be construed to require Consultant
to provide services to Client at any specific time, or in any
specific place or manner, unless otherwise mutually agreed.
Payments to consultant hereunder shall not be subject to
Exhibit - 10.14
withholding taxes or other employment taxes as required with
respect to compensation paid to an employee.
6. Miscellaneous. No waiver of any of the provisions of this
Agreement shall be deemed or shall constitute a waiver of any other
provision and no waiver shall constitute a continuing waiver. No
waiver shall be binding unless executed in writing by the party
making the waiver. No supplement, modification, or amendment of
this Agreement shall be binding unless executed in writing by all
parties. This Agreement constitutes the entire agreement between
the parties and supersedes any prior agreements or negotiations.
7. Jurisdiction. By excluding any other feasible place of
legal jurisdiction, the place of legal jurisdiction is herewith
agreed to be the Free and Hanseatic City of Hamburg, Germany; for
any dispute between the parties arising from this contractual
agreement, German law applies exclusively.
8. Rights Reserved. Consultant reserves the right to
renegotiate this Agreement without prior notification to Client if
the price of the Client's shares decrease on any stock exchange of
more than 30%, prior to the posting of the Client's corporate
profile on xxx.xxxxxxxxxxxxx.xx.
IN WITNESS WHEREOF, the parties hereto have entered into this
Agreement on the date first written above.
XXXx.xxx.
By: /s/T. Richfield
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T. Richfield (A.S.O.)
WORLD OF XXXXXXXX.XXX AG
By: /s/Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx, COO (A.S.O.)
Exhibit - 10.14
