EXHIBIT 10.51
CONSULTING SERVICES AGREEMENT ADDENDUM
THIS AGREEMENT made as of June 1, 2001
BETWEEN: INTERVEN CAPITAL CORPORATION, a Nevada corporation, having its offices
located at 000 Xxxxx Xxxx Xxxx #0, Xxxx, Xxxxxx, X.X.X. 00000,
("InterVen")
AND: XXXX XXXXX,businessman, of 000 Xxxxx Xxxx Xxxx #0, Xxxx, Xxxxxx, X.X.X.
00000, ("Xxxxx")
(InterVen and Xxxxx are collectively referred to as the "Consultant")
AND: E*COMNETRIX INC. (formerly USV Telemanagement Inc.),
a company duly formed under the Canada Business Corporations Act,
having its offices located at 000 Xxxxx Xxx., Xxx. 000 Xxxxxxx,
Xxxxxxxxxx, X.X.X., 00000, ("ECOM")
WITNESSES THAT WHEREAS:
A. Consultant and E*Comnetrix Inc. entered into a consulting services
agreement effective as of June 1, 2000 (the "Agreement"); and
B. The parties wish to addend the Agreement subject to the following
terms and conditions;
NOW THEREFORE, in consideration of the recitals, the following agreements, the
payment of One Dollar ($1.00) made by each party to the other, and other good
and valuable consideration, the receipt and sufficiency of which is acknowledged
by each party, the parties agree as follows:
Deferral of Compensation
1.1 Commencing June 1, 2001 (the "Start Date"), subject to Section 1.2
hereof, InterVen will defer Five Thousand U.S. dollars ($5,000 USD) per
month of the compensation due and payable to InterVen under the
Agreement (the "Deferral") to be accrued on the books of ECOM (the
"Accrued Amount") and to be paid to InterVen subject to Sections 1.3
and 1.4 hereof.
Deferral Terms and Conditions
1.2 Deferral shall continue until the occurrence of any one of the following
events:
(i) ECOM retains counsel to file for bankruptcy protection or other
protection from creditors; or
(ii) ECOM, commencing from the Start Date, receives cumulative cash paid in
capital or equity or debt financing, or any combination thereof, in
the amount of One Million U.S. dollars ($1,000,000 USD); or
(iii)ECOM, commencing from the Start Date, experiences two consecutive
fiscal quarters of positive cash flow as measured by EBITDA plus other
non cash expenses; or
(iv) ECOM receives proceeds from the exercise of ECOM stock options (the
"Stock Option Proceeds") in a cumulative amount equal to the then
anticipated amounts to be Deferred through the Initial Term of the
Agreement plus any unpaid Accrued Amount; or
(v) ECOM undertakes a merger or consolidation with one or more
corporations; or
(vi) there is a sale or other disposition of all or substantially all of
the assets of ECOM or any of its subsidiaries; or
(vii)Xxxxx is not nominated by ECOM's then-incumbent Board of Directors to
be elected as a Director at any annual or special general meeting of
shareholders of ECOM wherein a nomination of Directors is proposed; or
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(viii) Xxxxx is not elected by the shareholder members of ECOM as a member
of the Board of Directors at any annual or special general meeting of
shareholders of ECOM wherein a nomination of Xxxxx as a Director is
proposed; or
(ix) a majority of the Board of Directors elected at any annual or special
general meeting of shareholders of ECOM are not individuals nominated
by ECOM's then-incumbent Board of Directors; or
(x) Xxxxx is removed as President of ECOM by ECOM's Board of Directors; or
(xi) the Agreement is terminated by either party in accordance with its
terms.
Payment of the Accrued Amount in Part
1.3 Partial payment of Accrued Amounts will be made to InterVen as follows:
(i) In the event that ECOM receives Stock Option Proceeds it shall pay to
InterVen One Hundred percent (100%) of any Stock Option Proceeds in an
amount up to the then outstanding Accrued Amount; or
(ii) In the event that, commencing from the Start Date, ECOM receives
cumulative cash paid in capital or equity or debt financing, or any
combination thereof, in a minimum amount of Five Hundred Thousand U.S.
dollars ($500,000 USD), ECOM shall pay to InterVen the then
outstanding Accrued Amount.
Payment of the Accrued Amount in Full
1.4 In the event of the occurrence of any one of the following events then
the then outstanding Accrued Amount will be paid to InterVen in full:
(i) ECOM retains counsel to file for bankruptcy protection or other
protection from creditors; or
(ii) ECOM, commencing from the Start Date, receives cumulative cash paid in
capital or equity or debt financing, or any combination thereof, in a
minimum amount of One Million U.S. dollars ($1,000,000 USD); or
(iii)ECOM, commencing from the Start Date, achieves two consecutive fiscal
quarters of positive cash flow as measured by EBITDA plus other non
cash expenses; or
(iv) ECOM undertakes a merger or consolidation with one or more
corporations; or
(v) there is a sale or other disposition of all or substantially all of
the assets of ECOM or any of its subsidiaries; or
(vi) Xxxxx is not nominated by ECOM's then-incumbent Board of Directors to
be elected as a Director at any annual or special general meeting of
shareholders of ECOM wherein a nomination of Directors is proposed; or
(vii)Xxxxx is not elected by the shareholder members of ECOM as a member
of the Board of Directors at any annual or special general meeting of
shareholders of ECOM wherein a nomination of Xxxxx as a Director is
proposed; or
(viii) a majority of the Board of Directors elected at any annual or
special general meeting of shareholders of ECOM are not individuals
nominated by ECOM's then-incumbent Board of Directors; or
(ix) Xxxxx is removed as President of ECOM by ECOM's Board of Directors; or
(x) the Agreement is terminated by either party in accordance with its
terms.
Benefit of Agreement
1.5 This Addendum will enure to the benefit of and be binding upon the
successors and permitted assigns of ECOM and InterVen respectively and
upon the heirs, executors, administrators and legal personal
representatives of Xxxxx. InterVen and Xxxxx may not assign the whole
or any part of their rights hereunder without the prior written consent
of ECOM
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Entire Agreement
1.6 This Addendum constitutes the entire agreement between the parties with
respect to the subject matter hereof and cancels and supersedes any
prior understandings and agreements between the parties thereof. There
are no representations, warranties, forms, conditions, undertakings or
collateral agreements, express, implied or statutory between the
parties other than as expressly set forth in this Addendum.
Amendments and Waivers
1.7 No amendment to this Addendum will be valid or binding unless set forth
in writing and duly executed by all of the parties hereto. No waiver of
any breach of any provision of this Addendum will be effective or
binding unless made in writing and signed by the party purporting to
give the same and, unless otherwise provided in the written waiver,
will be limited to the specific breach waived.
Severability
1.8 If any provision of this Addendum is determined to be invalid or
unenforceable in whole or in part, such invalidity or unenforceability
will attach only to such provision or part thereof and the remaining
part of such provision and all other provisions hereof will continue in
full force and effect.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day
and year first above written.
INTERVEN CAPITAL CORPORATION
Per:____________________
Xxxx Xxxxx, President
________________________
XXXX XXXXX
E*COMNETRIX INC.
________________________
J. Xxxx Mustad
________________________
Xxxxxx Xxxxxx
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