CONSULTING AGREEMENT
--------------------
AGREEMENT made this 31st day of July, 1997 by and between NEW SKY
COMMUNICATIONS INC., with offices at 000 Xxxxxxxx Xxxxxx, 00 Xxxx Xxxx Xxxxxx,
Xxxxxxxxx, Xxx Xxxx 00000 and STARR SECURITIES, INC. with officers at 00 Xxxxxx
Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000.
WHEREAS New Sky is desirous of retaining the services of Starr as a
consultant to New Sky, and
WHEREAS, Starr is desirous of rendering such services to New Sky. NOW
THEREFORE, the parties hereto agree as follows:
1. Starr does hereby agree to render services to New Sky on a
nonexclusive basis as a consultant and New Sky does hereby agree to retain the
services of Starr as a consultant for a term of two (2) years commencing with
the date of this Agreement.
2. The services to be rendered shall be: (1) as reasonably required by
the Board of Directors of New Sky from time to time, and (2) to provide
investment banking advice to New Sky.
3. As compensation for such services as a consultant, New Sky shall pay
to Starr a fee in the form of 4,000,000 common shares of New Sky stock which
shall be deemed immediately earned.
4. Starr agrees to not disclose in any manner or form any information
regarding the business of New Sky, its manner of operation, plans or other data
whether or not such information would be deemed confidential or material, unless
authorized by New Sky, or reasonably necessary to
-1-
further the services to be rendered by Starr hereunder.
5. The parties hereto agree that this Agreement is made under the laws
of the State of New York and the Supreme Court of such State at Rochester, New
York shall have exclusive jurisdiction and be the sole convenient venue and
forum to hear disputes arising out of this Agreement.
6. Upon the issuance of the shares to Starr hereunder, New Sky agrees
to cooperate with Starr in filing an S-8 registration for such stock, if
available.
7. This Agreement shall not be assignable as it is for unique personal
services.
IN WITNESS WHEREOF the parties have executed this Agreement the day and
date first above written.
NEW SKY COMMUNICATIONS, INC.
SEAL
By: /s/ Xxxx X. Xxxxxxxx
---------------------
President
STARR SECURITIES, INC.
SEAL
By: /s/ Xxxxxx Xxxx
----------------------
President
-2-
