CONSULTING AGREEMENT
This Agreement is made effective as of January 02, 2001, by
and between 0XxXxx.xxx, Inc., a Nevada corporation and Xxxxx
X. Xxxxxxx, of 000 Xxxxxxx X0X Xxxxx 000, Xxxxxxxxx Xxxxx,
Xxxxxxx 00000.
In this Agreement, the party who is contracting to receive
services shall be referred to as "2DoBiz", and the party who
will be providing the services shall be referred to as
"Capwill".
Capwill has a background in accounting, finance, and general
business advisory consulting and is willing to assist 2DoBiz
in the identification of strategic business relations and
opportunities based on this background.
2DoBiz desires to have services provided by Capwill.
Therefore, the parties agree as follows:
1. DESCRIPTION OF SERVICES. Beginning on January 02, 2001,
Capwill will provide the following services (collectively,
the "Services"): Identification, selection, and development
of strategic business relations and opportunities for the
Company, and general business advisory services.
2. PERFORMANCE OF SERVICES. Capwill shall determine the
manner in which the Services are to be performed and the
specific hours to be worked by Capwill. 2DoBiz will rely on
Capwill to work as many hours as may be reasonably necessary
to fulfill Capwill's obligations under this Agreement.
3. PAYMENT. 2DoBiz will pay a fee to Capwill for the
Services in the amount of 200,000 shares of free-trading
shares. This fee shall be payable in a lump sum at the
execution of this agreement.
4. EXPENSE REIMBURSEMENT. Capwill shall be entitled to
reimbursement from 2DoBiz for all "out-of-pocket" expenses.
5. SUPPORT SERVICES. 2DoBiz will not provide support
services, including office space and secretarial services,
for the benefit of Capwill.
6. NEW PROJECT APPROVAL. Capwill and 2DoBiz recognize that
Capwill's Services will include working on various projects
for 2DoBiz. Capwill shall obtain the approval of 2DoBiz
prior to the commencement of a new project.
7. TERM/TERMINATION. This Agreement shall terminate
automatically on December 31, 2001.
8. RELATIONSHIP OF PARTIES. The parties understand that
Capwill is an independent contractor with respect to 2DoBiz,
and not an employee of 2DoBiz. 2DoBiz will not provide
fringe benefits, including health insurance benefits, paid
vacation, or any other employee benefit, for the benefit of
Capwill.
9. 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:
IF for 2DoBiz:
0XxXxx.Xxx, Inc.
Xxxxx Xxxx
CEO
IF for Capwill:
Xxxxx X. Xxxxxxx
000 Xxxxxxx X0X Xxxxx 000
Xxxxxxxxx Xxxxx, Xxxxxxx 00000
Such address may be changed from time to time by either
party by providing written notice to the other in the manner
set forth above.
10. 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 supersedes any prior written or oral
agreements between the parties.
11. AMENDMENT. This Agreement may be modified or amended
if the amendment is made in writing and is signed by both
parties.
12. 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.
13. 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.
14. APPLICABLE LAW. This Agreement shall be governed by
the laws of the State of Florida.
Party receiving services:
0XxXxx.Xxx, Inc.
By: ____________________________________________________
Xxxxx Xxxx
CEO
Party providing services:
Xxxxx X. Xxxxxxx
By: ____________________________________________________
Xxxxx X. Xxxxxxx
