Exhibit A
CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") is entered into this 10 of
April, 2002, by and between eConnect (the "Company") and Xxxxxxx Xxxxxxx (the
"Consultant").
WHEREAS, Consultant is skilled in providing strategic business planning;
WHEREAS, the Company desires to engage Consultant to provide business
planning and other services to the Company;
NOW THEREFORE, in consideration of the mutual covenants contained herein
and other good and valuable consideration it is agreed:
1. The Company hereby engages the Consultant and the Consultant hereby
accepts this engagement on a non-exclusive basis pursuant to the terms
and conditions of this Consulting agreement.
2. Consultant shall assist the Company with public mergers and
acquisitions. Consultant will also assist the Company in connection
with general business strategy and marketing.
3. In order to assist Consultant with his activities, the Company will
provide Consultant with such information, as may be required by
Consultant. Company will make available to Consultant copies of all
material agreements, notice of pending or threatened litigation and
notice of all press releases.
4. Consultant agrees that he has not been retained for any of the
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following activities and/or purposes:
A. For capital raising or for promotional activities regarding the
Company's securities.
B. To directly or indirectly promote or maintain a market for the
Company's securities.
C. To act as a conduit to distribute S-8 Securities to the general
public.
D. To render investor relations services or shareholder
communications services to the Company.
E. To render advice to the Company regarding the arrangement or
effecting of mergers involving the Company that have the effect
of taking a private company public.
5. In consideration of the services to be provided, Consultant shall
receive a fee of 7,500,000 ( ) shares of the Company's stock, as
mutually agreed.
6. The Company will register these shares pursuant to a registration
statement on Form S-8.
7. During the term of this Agreement, each party may have access to trade
secrets, know how, formulae, customer and price lists all of which are
valuable, special, proprietary and unique assets of each. The parties
agree that all knowledge and information which each other shall acquire
during the term of this Agreement shall be held in trust and in a
fiduciary capacity for the sole benefit of the other party, its
successors and assigns, and each agrees not to publish or divulge either
during the term of this Agreement or subsequent thereto, knowledge any
technical or confidential information acquired during the term of this
Agreement. At the termination of this Agreement, or at any other time
either party may request the other party deliver to the other, without
retaining any copies, notes or excerpts thereof, all memoranda, diaries,
notes, records, plans, specifications, formulae or other documents
relating to, directly or indirectly, any confidential information made
or compiled by, or delivered or made available to or otherwise obtained
by the respective parties. However, the foregoing shall not prohibit
Consultant from engaging in any work at any time following the
termination of this Agreement, which does not conflict with the terms of
this Agreement.
8. Except as other wise provided herein, any notice or other communication
to any party pursuant to or relating to this Agreement and the
transactions provide for herein shall be deemed to have been given or
delivered when deposited in the United States Mail, registered or
certified, and with the proper postage and
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registration or certification fees prepaid, addressed at their principal
place of business or to such other address as may be designated by
either party in writing.
9. This Agreement shall be governed and interpreted pursuant to the laws of
Florida, the parties agree to the jurisdiction of the county courts with
venue in Broward county, Florida. In the event of any breach of this
Agreement, the prevailing party shall be entitled to recover all costs
including reasonable attorney's fees and those that may be incurred on
appeal.
10. This Agreement may be executed in any number of counterparts, each of
which when so executed and delivered shall be deemed an original, and it
shall not be necessary in making proof of this Agreement to produce for
more than one counterpart.
IN WITNESS WHEREOF, the parties hereto have subscribed their hands and seals the
day and year first above written.
CONSULTANT: THE COMPANY:
/s/ Xxxxxxx Xxxxxxx /s/ Xxxxxx X. Xxxxxx
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