1
Exhibit 99.1
CONSULTING AGREEMENT
This agreement made on June 27, 1997, by and between PlayNet Technologies, Inc.
having its business address at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, X.X. 00000-0000
(hereinafter the "Company") and The Kettle Trust, 00 Xxxx Xxxxxx, Xxxxxxxxx,
X.X. 00000 or (hereinafter the "Consultant").
In the consideration of the mutual promises contained herein and on the terms
and conditions hereinafter set forth, the Company and the Consultant agree as
follows:
1. Provisions of Services:
(a) Consultant agrees, to the extent reasonably required in the conduct of
business of the Company to place at the disposal of the Company his judgment
and to provide business development services to the Company including the
following:
(I) Advice with respect to finance and marketing plans;
(II) Assistance in development of public relations plans and media;
(III) Evaluation of future financing and advice with respect to
potential acquisitions;
(IV) Advice with respect to short and long-term strategic business
plans;
(V) Other related services deemed necessary by the Company.
(b) Consultant agrees to use his best efforts in the furnishing of advice
recommendations, and for this purpose Consultant shall at all times maintain or
keep available an adequate organization of personnel or a network of outside
professionals for the performance of its obligations under this agreement.
2. Compensation. In consideration of Consultant agreeing to provide services
described herein, the Company agrees to deliver 50,000 common shares free
and clear of all liens, which shares shall be registered by the Company as
its expense with the Securities and Exchange Commission as soon as practicable
after the date hereof, (in lieu of cash) as a retainer to the Consultant upon
signing of the Agreement and aforementioned is to commence immediately.
Additional compensation will be issued as needed and mutually agreed upon by
both parties.
The Company agrees to reimburse Consultant for reasonable expenses by the
Consultant in connection with services hereunder. All expenses in excess of
$1,000.00 shall be approved in advance by the Company.
2
3. Liability of Consultant: In furnishing the Company with management
advice and other services as herein provided, neither Consultant nor any
officer, director or agent thereof shall not be liable to the Company or
its creditors for errors of judgement or for any matters except willful
malfeasance, bad faith or gross negligence in the performance of its
duties or reckless disregard of its obligations and duties under the
terms of this Agreement.
It is further understood and agreed that Consultant may rely upon
information furnished to it by the Company which Consultant reasonably
believes to be accurate and reliable and that, except as herein
provided, Consultant shall not be accountable for any loss suffered by
the Company by the reason of the Company's action or non-action on the
basis of any advice, recommendation or approval of Consultant, its
partners, employees or agents, except as provided in the previous
paragraph hereof.
4. Status of Consultant: Consultant shall be deemed to be an independent
contractor and, except as expressly provided or authorized in this
Agreement, shall have no authority to act or represent the Company.
5. Other Activities of Consultant: The Company recognizes that Consultant
now renders and may continue to render management and other services to
other companies which may or may not have policies and conduct
activities similar to those of the Company. Consultant shall be free to
render such advice and other services and the Company hereby consents
thereto. Consultant shall not be required to devote its full time and
attention to the performance of its duties under this Agreement, but
shall devote only so much of its time and attention as the Company and
Consultant mutually deem reasonable and necessary for such purposes.
6. Control: Nothing contained herein shall be deemed to require the Company
to take any action contrary to its Certificate of Incorporation or
By-Laws, or any applicable statute or regulation, or to deprive its
Board of Directors of their responsibility for any control of the
conduct or the affairs of the Company.
7. Terms: Consultant's retention hereunder shall be for a term of
thirty-six months commencing on the date of this agreement.
8. Miscellaneous: This agreement is executed in and shall be constructed
and interpreted according to the laws of the State of New York.
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed as of
the day and year first above written.
By: By:
-------------------------- --------------------------
The Kettle Trust Xxxxx Xxxxx, Pres.
