CONSULTANT AGREEMENT
Columbia Financial Group is an investor relations, direct marketing,
publishing, public relations ans advertising firm with expertise in the
dissemination of information about publicly traded companies. Also in the
business of providing investor relations services, public relations services,
publishing, advertising services, fulfillment services, as well as internet
related services.
Agreement made this 15th day of December, 1998, between Winners Internet
Network, Inc. (hereinafter referred to as "Corporation"), and Columbia
Financial Group, Inc. (hereinafter referred to as "Consultant"):
Recitals:
The Corporation desires to engage the services of the Consultant to
perform for the Corporation consulting services regarding all phases of the
Corporation's "Public Relations" to include direct investor relations and
broker/dealer relations as such may pertain to the operation of the
Corporation's business.
The Consultant desires to consult with the Board of Directors, the
Officers of the Corporation, and certain administrative staff members of the
Corporation, and to undertake for the Corporation consultation as to the
company's investor relations activities involving corporate relations and
relationships with various broker/dealers involved in the regulated securities
industry.
AGREEMENT
1. The respective duties and obligations of the contracting parties shall
be for a period of fifteen (15) months commencing on the date first appearing
above. This Agreement may be terminated by either parties only in accordance
with the terms and conditions set forth in Paragraph 7.
Services Provided by Consultant
2. Consultant will provide consulting services in connection with the
Corporation's "public relations" dealings with NASD broker/dealer and the
investing public. (At no time shall the Consultant provide services which
would require consultant to be registered and licensed with any federal or
state regulatory body of self-regulating agency.) During the term of this
Agreement, Consultant will provide those services customarily provided by an
investor relations firm to a Corporation, including but not limited to the
following:
(1) Aiding a Corporation in developing a marketing plan directed at
informing the investing public as to the business of the Corporation; and
(2) Providing assistance and expertise in devising an advertising campaign
in conjunction with the marketing campaign as set forth in (a) above; and
(3) Advise the Corporation and provide assistance in dealing with
institutional investors as it pertains to the Company's offerings of its
securities; and
(4) Aid and assist the Corporation in the Corporation's efforts to secure
"market makers" which will trade the Corporation's stock to the public by
providing such information as may be required.
(5) Aid and advise the Corporation in establishing a means of securing
nationwide interst in the Corporation's securities; and
(6) Aid and Assist the Corporation in creating a "web site"; and
(7) Aid and assist the Corporation in creating an "institutional site
program" to provide ongoing and continuos information to fund managers; and
(8) Aid and consult with the Corporation in the preparation and
dissemination of press releases and news announcements; and
(9) Aid and consult with the Corporation in the preparation and
dissemination of all "due diligence" packages requested by and furnished to
NASD registered broker/dealers, the investing public, and/or other
institutional and/or fund managers requesting such information from the
Corporation; and
Compensation
3. In consideration for services provided by Consultant to the Corporation
the Corporation shall pay or cause to be delivered to the Consultant on the
execution of this agreement or as otherwise provided by the following:
A. 500,000 shares of restricted common stock to be issued out of Company's
Treasury.
B. The 400,000 warrants issued to Columbia Financial Group, Inc. under
previous contracts remain unchanged from the format listed below.
The warrants are to be issued with the following exercise prices, and/or
3 year warrants dated from April 1, 1998.
150,000 at .25 share
100,000 at .635 share
100,000 at 1.00 share
50,000 at 1.25 share
Compliance
4. In the event the shares of the Corporation are not presently trading on
any recognized market, the said shares delivered by Corporation to Consultant
will, at that particular time, be "free trading," or, if a registration is
contemplated, the shares shall have "piggy back" registration rights and will,
at the expense of the Corporation, be included in said registration.
Representation of Corporation
5. (a). The Corporation, upon entering this Agreement, hereby warrants and
guarantees to the Consultant that all statements, either written or oral, made
by the Corporation to the Consultant are true and accurate, and contain no
misstatements of a material fact. The Corporation acknowledges that the
information it delivers to the Consultant will be used by the Consultant in
preparing materials regarding the Company's business, including but not
limited to, its financial condition, for dissemination to the public.
Therefore, in accordance with Paragraph 6, below, the Corporation shall hold
harmless the Consultant from any and all error, omissions, misstatements,
except those made in a negligent or intentionally misleading manner in
connection with all information furnished by Corporation to Consultant, in
accordance with and pursuant to the terms and conditions of this
Agreement for whatever purpose or purposes the Consultant sees fit to use said
information. The Corporation further represents and warrants that as to all
matters set forth within this Agreement, the Corporation has had independent
legal counsel to advise the Corporation of all matters concerning, but not
necessarily limited to, corporate law, corporate relations, investor
relations, all matters concerning and in connection with Company's activities
regarding the Securities Act of 1933 and 1934, and state Blue Sky laws.
1. Authorized: _____________________ shares.
2. Issued:__________________________ shares.
3. Outstanding: ____________________ shares.
4. Free trading (float): ___________ shares (approx.)
5. Shares subject to Rule 144 restrictions: ____________ shares (approx.)
Limited Liability
6. With regard to the services to be performed by the Consultant pursuant to
the terms of this Agreement, the Consultant shall not be liable to the
corporation, or to anyone who may claim any right due to any relationship with
the Corporation, or any acts or omissions in the performance of services on
the part of the Consultant, or on the part of the agents or employees of the
Consultant, except when said acts or omissions of the Consultant are due to
its willful misconduct or culpable negligence.
Termination
7. This Agreement may be terminated by either party upon the giving of not
less than sixty (60) days written notice, delivered to the parties at such
address or addresses as set forth in Paragraph 9, below. In the event this
Agreement is terminated by the Corporation, all compensation paid by
Corporation to the Consultant shall be deemed earned. In the event this
Agreement is terminated by Consultant, a portion of the compensation paid by
Corporation to Consultant shall be "back-charged" to Consultant, and payable
to the Corporation as follows:
(a) In the event the Agreement is terminated by the Consultant in months 1
through 6, Consultant shall repay to Corporation two thirds (2/3rds) of the
fees paid pursuant to Paragraph 3 above.
(b) In the event the Consultant terminates this Agreement during months 7
through 10, the Corporation shall be entitled to a return of fifth percent
(50%) of the fees paid in accordance with Paragraph 3 above; thereafter, all
fees paid shall be deemed earned.
(c) In the event of a termination by either party, any repayment of funds or
stock due from Consultant to Corporation may be paid either in cash or the
equivalent number of shares of the Corporation received by Consultant from the
Corporation in accordance with Paragraph 3 above, payable at the option of the
Consultant. The valuation of said shares for purposes of repayment of shares,
shall be the bid price of said shares are tendered back to the Corporation.
If there is no bid price, then the price shall be agreed to, by separate
writing to be determined by the parties upon the execution of this Agreement.
Notices
8. Notices to be sent pursuant to the terms and conditions of this Agreement,
shall be sent as follows:
Attorneys' Fees
In the event any litigation or controversy, including arbitration, arises
out of or in connection with this Agreement between parties hereto, the
prevailing party in such litigation, arbitration or controversy, shall be
entitled to recover from the other parties, all reasonable attorney's fees,
expenses and suit costs, including those associated within the appellate or
post judgement collection proceedings.
Arbitration
10. In connection with any controversy or claim arising out of or relating to
this Agreement, the parties hereto agree that such controversy shall be
submitted to arbitration, in conformity with the Federal Arbitration Act
(Section 9 U.S. Code Section 901 et seq), and shall be conducted in accordance
with the Rules of the American Arbitration Association. Any judgment rendered
as a result of the arbitration of any dispute herein, shall upon being
rendered by the arbitrators be submitted to a Court of competent jurisdiction
within the State of Florida or in any state where a party to this action
maintains its principal business or is a Corporation incorporated in said
state.
Governing Law
11. This Agreement shall be construed under and in accordance with the laws
of the State of New Jersey, and all parties hereby consent to New Jersey as
the proper jurisdiction for said proceedings provided herein.
Parties Bound
12. This Agreement shall be binding on and inure to the benefit of the
contracting parties and their respective heirs, executors, administrations,
legal representatives, successors, and assigns when permitted by this
Agreement.
Legal Construction
13. In case any one or more of the provisions contained in this Agreement
shall for any reason be held to be invalid, illegal, or unenforceable in any
respect, the invalidity, illegality, or unenforceability shall not affect any
other provision, and this Agreement shall be construed as if the invalid,
illegal, or unenforceable provision had never been contained in it.
Prior Agreements Superseded
14. This Agreement constitutes the sole and only Agreement of the contracting
parties and supersedes any prior understandings or written or oral agreements
between the respective parties. Further, this Agreement may only be modified
or changed by written agreement signed by all the parties hereto.
Multiple Copies or Counterparts of Agreement
15. The original and one or more copies of this Agreement may be executed by
one or more of the parties hereto. In such event, all of such executed copies
shall have the same force and effect as the executed original, and all of such
counterparts taken together shall have the effect of a fully executed
original. Further this Agreement may be signed by the parties and copies
hereof delivered to each party by way of facsimile transmission, and such
facsimile copies shall be deemed original copies for all purposes if original
copies of the parties' signatures are not delivered.
Liability of Miscellaneous Expenses
16. The Corporation shall be responsible to any miscellaneous fees and costs
approved in writing prior by the Company or its agents to commitment that are
unrelated to the agreement made between the Parties.
Headings
16. Headings used throughout this Agreement are for reference and
convenience, and in no way define, limit or describe the scope or intent of
this Agreement or effect its provisions.
IN WITNESS WHEREOF, the parties have set their hands and seal as of the
date written above.
BY: /s/ Xxxxxxx X. Rieu
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Xxxxxxx X. Rieu, President
Columbia Financial Group
BY: /s/ Xxxxx Xxxxxxx, Jr. President
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Xxxxx Xxxxxxx Jr., President
Winners Internet Network, Inc.
