EXHIBIT 10.14
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT is entered into this 2nd day of April, 1999,
by and between WorldWide Web NetworX Corporation, a Delaware corporation (the
"Company"), and Xxxxxx X. Xxxxx (the Consultant").
W I T N E S S E T H:
WHEREAS, each of the parties desires to enter into this Consulting
Agreement;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereby agree as
follows:
1. Commencing as of the date hereof and continuing through December 31,
1999 (the "Consulting Period"), the Consultant shall consult with the Company in
an advisory capacity when reasonably requested to do so by the Company in
connection with the Company's business and affairs, including potential
acquisition candidates; provided that the consultations shall be performed in
the place or places and at the time or times and in the manner that shall be
reasonably acceptable to the Consultant. The Consultant shall consult with the
Company on a non-exclusive basis and shall provide advice to the Company in
connection with such financial and other matters as may from time to time be
brought to the Consultant's attention by the Company.
2. (a) As compensation for the performance by the Consultant of the
consulting services hereunder during the Consulting Period, the Company shall
issue to the Consultant a warrant, in the form attached hereto as Exhibit A, to
purchase 100,000 shares of the Company's restricted common stock, $.001 par
value (the "Shares") exercisable for a period of four (4) years from the date of
this Agreement (the "Exercise Period") at an exercise price of $2.25 per share.
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(b) The Shares shall have "piggy-back" registration rights and
shall be included in any registration statement on Form X-0, XX-0 or other
appropriate form filed by the Company during the Exercise Period with the
Securities and Exchange Commission which registers for resale any of the
Company's securities. The Company shall give the Consultant appropriate notice
of such registration and shall comply with the Consultant's election to
register. The Company shall bear the expenses of registering the Shares.
3. (a) Neither the Consultant nor the Company may at any time assign
this Agreement nor any right or interest hereunder. This Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns.
(b) Any notice, request, instruction or other documentation
required or permitted to be given hereunder shall be sufficient if in writing
and hand delivered or sent by United States Certified Mail, return Receipt
Requested, to the parties at their respective addresses as follows:
If to the Company: WorldWide Web NetworX Corporation
0000 Xxxxxx Xxx, Xxxxx 000
Xx. Xxxxxxxx, XX 00000
If to the Consultant: Xxxxxx X. Xxxxx
000 Xxxx 00xx Xxxxxx, XXX
Xxx Xxxx, XX 00000
(c) This Agreement contains the entire agreement of the
parties with respect to the subject matter hereof and any and all prior
negotiations, agreements or understandings relating thereto, written or oral,
are superseded hereby. This Agreement may not be changed, modified, extended,
renewed or supplemented and no provision hereof may be waived, except by an
instrument in writing signed by the party against whom enforcement of any
change, modification, extension, renewal, supplement or waiver is sought.
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(d) This Agreement shall be governed by and construed in
accordance with the laws of the State of New York. The invalidity of any portion
of this Agreement shall not affect the enforceability of the remaining portions
of this Agreement or any part thereof, all of which are inserted herein
conditionally on their being valid in law. In the event that any portion or
portions contained herein shall be invalid, this Agreement shall be construed so
as to make such portion or portions valid or, if such construction is not
legally possible, as if such invalid portion or portions had not bee inserted.
(e) Failure to insist upon strict compliance with any of the
terms, covenants or conditions hereof shall not be deemed a waiver or
relinquishment of any of such terms, covenants or conditions, nor shall any
waiver of relinquishment of any right or power hereunder at any one time or more
times be deemed a waiver or relinquishment of such right or power at any other
time or times.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Consulting Agreement as of the day and year first above written
WordWide WebNetworX Corporation
a Delaware corporation
By: /s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx,
Chief Executive Officer
By: /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
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