CONSULTING SERVICES AGREEMENT
THIS CONSULTING SERVICES AGREEMENT (the "Agreement") is made and entered
into as of the 15th day of February, 1999 by and between JVWeb, Inc., a Delaware
corporation ("JVWeb"), and Tanye Capital Corp. ("Tanye").
RECITALS:
WHEREAS, Tanye is in the business of providing consulting services
regarding corporate development; and
WHEREAS, JVWeb desires to engage Tanye to provide consulting services
regarding corporate development to JVWeb upon the terms, provisions and
conditions set forth hereinafter, and Tanye is willing to provide consulting
services regarding corporate development to JVWeb upon the terms, provisions and
conditions set forth hereinafter;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants hereinafter set forth and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the parties hereto
agree as follows:
AGREEMENTS:
l. Engagement. Subject to the terms, provisions and conditions
hereinafter stated, JVWeb hereby engages Tanye to provide to JVWeb such
consulting services regarding corporate development as JVWeb shall request (the
"Services"), and Tanye hereby accepts such engagement. The objective of this
Agreement is to develop international exposure to JVWeb and to provide
assistance in the long term corporate development of JVWeb. In providing the
Services, Tanye shall use reasonable and its best efforts, shall render the
Services in a competent manner of the highest caliber, and cooperate with JVWeb
and to take all suggestions of JVWeb under serious considerations.
2. Remuneration. In consideration of the Services to be provided
by Tanye to JVWeb hereunder, JVWeb agrees to compensate Tanye as follows:
(a) JVWeb shall issue to Tanye up to 60,000 shares of
JVWeb's common stock ("Common Stock"), in 12 batches
of 5,000 shares each, one issued on the date of this
Agreement and one issued every month thereafter
during the term of this Agreement. JVWeb hereby
acknowledges that it intends to register, with the
U.S. Securities and Exchange Commission (the
"Commission") pursuant to a Registration Statement on
Form SB-2, the shares of Common Stock to be issued
pursuant to this Section 2(a).
(b) JVWeb shall issue to Tanye up to 200,000 shares
of Common Stock in accordance with this Section
2(b). JVWeb shall issue to Tanye a batch of 50,000
shares whenever the closing price of the Common Stock
(averaged over the past 20 trading days) equals or
exceeds $2.00, another batch of 50,000 shares
whenever such closing price so averaged equals or
exceeds $3.50, another batch of 50,000 shares
whenever such closing price so averaged equals or
exceeds $5.00, and a final batch of 50,000 shares
whenever such closing price so averaged equals or
exceeds $6.00.
(c) JVWeb agrees to grant to Tanye, promptly after the
date hereof, by means of documentation similar to
documentation JVWeb has heretofore used, options
("Options") to purchase the following numbers of
shares of Common Stock for the per share exercise
prices indicated to the immediate right of the
numbers of shares:
Numbers of Per Share
Shares Exercise Price
130,000 $ .25
100,000 $ .50
100,000 $ .75
100,000 $1.00
JVWeb hereby acknowledges that it intends to
register, with the Commission pursuant to a
Registration Statement on Form SB-2, the shares of
Common Stock that may be acquired pursuant to the
Options.
In connection with and as an inducement to the issuance of Common Stock
and Options by JVWeb to Tanye as provided herein, Tanye hereby represents and
warrants to JVWeb as follows: it has performed consulting service on behalf of
JVWeb and that as such it is familiar with the business and financial condition,
properties, operations and prospects of JVWeb, it has been given full access to
all material information concerning the condition, properties, operations and
prospects of JVWeb, it has had an opportunity to ask such questions of, and to
receive such information from, JVWeb as it has desired and to obtain any
additional information necessary to verify the accuracy of the information and
data received, and it is satisfied that there is no material information
concerning the condition, properties, operations and prospects of JVWeb, of
which it is unaware; it has such knowledge, skill and experience in business,
financial and investment matters so that it is capable of evaluating the merits
and risks of an acquisition of the Options and an acquisition of the shares of
Common Stock pursuant to this Agreement or pursuant to the Options; it has
reviewed its financial condition and commitments and that, based on such review,
it is satisfied that it (a) has adequate means of providing for contingencies,
(b) has no present or contemplated future need to dispose of all or any portion
of the Options or the shares of the Common Stock acquired or to be acquired
pursuant to this Agreement or pursuant to the Options, to satisfy existing or
contemplated undertakings, needs or indebtedness, (c) is capable of bearing for
the indefinite future the economic risk of the ownership of the Options and the
shares of Common Stock acquired or to be acquired pursuant to this Agreement or
pursuant to the Options, and (d) has assets or sources of income which, taken
together, are more than sufficient so that it could bear the loss of the entire
value of the Options and the shares of Common Stock acquired or to be acquired
pursuant to this Agreement or pursuant to the Options; it is and will be
acquiring the Options and the shares of Common Stock pursuant to this Agreement
or pursuant to the Options solely for its own beneficial account, for investment
purposes, and not with a view to, or for resale in connection with, any
distribution of the Options or the shares of Common Stock; it understands that
the Options and the shares of Common Stock acquired or to be acquired pursuant
to this Agreement or pursuant to the Options have not been and are not likely to
be registered under the Act or any state securities laws and therefore the
Options and the shares of Common Stock acquired or to be acquired pursuant to
this Agreement or pursuant to the Options are and (until registered as provided
herein in the case of certain shares of Common Stock) will be "restricted" under
such laws and may not be resold without registration or an exemption therefrom,
and the Options and all stock certificates representing shares of Common Stock
issued or to be issued to Tanye pursuant hereto or pursuant to the Options will
bear a legend to such effect; and it has not offered or sold and will not offer
or sell any portion of the Options or any shares of Common Stock acquired or to
be acquired pursuant to this Agreement or pursuant to the Options and has no
present intention of reselling or otherwise disposing of any portion of the
Options or any shares of Common Stock acquired or to be acquired pursuant to
this Agreement or pursuant to the Options either currently or after the passage
of a fixed or determinable period of time or upon the occurrence or
non-occurrence of any predetermined event or circumstance.
3. Term. The initial term of this Agreement shall begin on the date
hereof and shall continue for one year thereafter and this Agreement shall be
renewed upon the written agreement of both JVWeb and Tanye for additional one
year renewal terms, unless this Agreement is terminated earlier in accordance
with the provisions of Section 4 below.
4. Termination Upon Certain Events. Notwithstanding anything else
contained herein, JVWeb may immediately terminate this Agreement and be relieved
of any further liability hereunder (except for obligations provided for in
Section 2 above concerning earned but unpaid remuneration) at any time after
notice is given to Tanye after and regarding the following events:
(a) Tanye's failure to provide Services up to the
standards set forth in Section 1 hereof;
(b) Tanye's other breach of this Agreement;
(c) Tanye's dissolution, insolvency, filing of a voluntary
bankruptcy petition, filing against it an involuntary bankruptcy
petition, rendering of a material judgment against it, assignment for
the benefit of creditors, or admission in writing of its inability to
pay its debts as they become due; or
(d) Tanye's violation of any material law in connection
with the provision of the Services.
5. Law Governing. THIS AGREEMENT HAS BEEN ENTERED INTO IN THE STATE OF
TEXAS AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF TEXAS.
6. Notices. Any notices, requests, demands, or other communications
herein required or permitted to be given shall be in writing and may be
personally served, sent by United States mail, sent by an overnight courier who
keeps proper records regarding its deliveries, faxed or e-mailed. Notice shall
be deemed to have been given if personally served, when served, or if sent by
overnight courier as aforesaid with charges being billed to the sender, when
received by the party being notified, or if faxed, when the person giving the
notice receives a confirmation statement with all relevant details indicating
that the fax was properly received, or if e-mailed, when the person giving the
notice receives a confirmation statement with all relevant details indicating
that the e-mail was properly received. For purposes of this Agreement, the
physical addresses, fax numbers and e-mail addresses of the parties hereto shall
be the physical addresses, fax numbers and e-mail addresses as set forth on the
signature pages of this Agreement. Any party to be notified hereunder may change
its physical address, fax number or e-mail address by notifying each other party
hereto in writing as to the new physical address, fax number or e-mail address
for sending notices.
7. Headings. The headings of the paragraphs of this Agreement have been
inserted for convenience of reference only and shall in no way restrict or
modify any of the terms or provisions hereof.
8. Severability. If any provision of this Agreement is held to be
illegal, invalid, or unenforceable under present or future laws effective during
the term hereof, such provision shall be fully severable and this Agreement
shall be construed and enforced as if such illegal, invalid or unenforceable
provision had never comprised a part of this Agreement and the remaining
provisions of this Agreement shall remain in full force and effect and shall not
be affected by the illegal, invalid or unenforceable provision or by its
severance from this Agreement. Furthermore, in lieu of such illegal, invalid or
unenforceable provision, there shall be added automatically as a part of this
Agreement a provision as similar in terms to such illegal, invalid, or
unenforceable provision as may be possible and be legal, valid, and enforceable.
9. Entire Agreement. This Agreement embodies the entire agreement and
understanding between the parties hereto with respect to the subject matter
hereof and supersede all prior agreements and understandings, whether written or
oral, relating to the subject matter hereof.
10. Binding Effect. This Agreement shall be binding upon and shall
inure to the benefit of each party hereto and its successors and assigns, but
neither this Agreement nor any rights hereunder may be assigned by any party
hereto without the consent in writing of the other party.
11. Remedies. No remedy conferred by any of the specific provisions of
this Agreement is intended to be exclusive of any other remedy, and each and
every remedy shall be cumulative and shall be in addition to every other remedy
given hereunder or now or hereafter existing at law or in equity or by statute
or otherwise. The election of any one or more remedies by any party hereto shall
not constitute a waiver of the right to pursue other available remedies.
12. Independent Contractor. Tanye and JVWeb are independent contracting
parties, and nothing in this Agreement shall make either party the agent or
legal representative of the other for any purpose whatsoever, nor does it grant
either party any authority to assume or to create any obligations on behalf of
or in the name of the other.
IN WITNESS WHEREOF, the undersigned have set their hands hereunto as of
the first date written above.
"JVWEB"
JVWEB, INC.
BY: /s/ Xxxx X. Xxxxx
Xxxx X. Xxxxx, President
ADDRESS: 0000 Xxxxxxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
FAX NO: 713/000-0000
E-MAIL ADDRESS: xxxxxx@xxxxx.xxx
"TANYE"
TANYE CAPITAL CORPORATION
BY: /s/ Xxxxx X. XxXxxxxx
NAME:______________________________
TITLE:_____________________________
ADDRESS: _________________________
-------------------------
FAX NO: ________________________
E-MAIL ADDRESS: ___________________
