10.1.3 World of Xxxxxxxx.xxx AG
Consulting Services Agreement
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This Investor Relation Services Agreement (the "Agreement ") is entered this
31st day of July, 2000 by and between World of Xxxxxxxx.xxx AG (Consultant),a
German corporation and Xxxxxxxx.xxx. (Client), a US corporation, (ticker
symbol-THAT.OB) with reference to the following:
RECITALS
A. The Client desires be assured of the services of the Consultant in order
to avail itself of the Consultant's experience, skills, knowledge, abilities
and background to facilitate the research editing and production of corporate
research report; financial analysis and evaluation; and introduction to
investors, securities dealers and investment bankers in Europe and other
financial centers. The Client is the fore willing to engage the Consultant
upon the terms and conditions set forth herein.
B. The Consultant agrees to be engaged and retained by the Client upon the
terms and conditions set forth herein
NOW THEREFORE, in consideration of the foregoing, of the mutual promises
herein set forth and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties agree as
follows:
1. Engagement. Client hereby engages Consultant on a non exclusive basis, and
Consultant hereby accepts the engagement to become an investor relations
consultant to the Client for a period of three months an to render such
advice, consultation, information and services to the Client regarding general
financial and business matters including, but not limited to:
A. Researching, editing and generating a company profile and buy
recommendation for the Client, including a share price target.
B. Featuring and hosting the buy recommendation on xxx.xxxxxxxxxxxxx.xx, a
European financial internet publication. Promotional Alert, Business Wire,
Investor Daily and other publications Consultant may do business with during
this Term
C. Technical chart analysis of the Client's share price history and
development.
D. Editing and posting of corporate updates including press releases, if
applicable, on xxxxxxxxxxxxx.xx during the three month engagement
E. Preparation of an application for a listing of the Client's common stock
on a major European stock exchange and introduction to European securities
dealers, if Client so desires.
It shall be expressly understood that Consultant shall have no power to bind
Client to any contract or obligation or to transact any business in Client's
name or on behalf of Client in any manner.
2. Term. The term ("Term") of this Agreement shall commence on the date the
Engagement Fee has been received and continue for three (3) months from the
date the Client's corporate profile is posted on xxxxxxxxxxxxx.xx. The
Agreement may be extended upon agreement by both parties, unless or until the
Agreement is terminated.
3. Engagement Fee. As consideration for Consultant entering into this
Agreement, Client and Consultant agree to the following:
A. A cash Engagement Fee ("Engagement Fee") of one hundred eighty thousand
dollars ($180,000.00) payable to the Consultant on the date hereof.
B. The Engagement Fee will be satisfied by: (1) a cash payment of thirty
thousand dollars ($30,000.00) to be wire transferred upon execution of the
Agreement (please see wire instructions); and (2) delivery of a certificate(s)
representing an aggregate of seventy-five thousand (75,000.00) shares in
restricted stock of Client and will piggyback on a registration (the "Shares")
at a price of $2.00 per share, to be delivered to Consultant prior to the
posting of the corporate profile on - xxx.xxxxxxxxxxxxx.xx. (please see
electronic delivery instructions). The Shares will be freely tradable, duly
authorized, validly issued and outstanding, fully paid and nonassessable and
will not be subject to any liens or encumbrances.
4. Average Daily Trading Volume. Ten (10) days from the date of this
Agreement, a calculation shall be made of the average daily trading volume of
xxxxxxxx.xxx shares for the previous 30 days. In addition, ninety (90) days
from the date of this Agreement, another calculation shall be made of the
average daily trading volume of xxxxxxxx.xxx shares for the previous 30 days.
If under these calculations the average daily trading volume 90 days from the
date of this Agreement is 70,000 shares higher that the average daily trading
volume 10 days after the date of this agreement, Consultant shall receive
100,000 shares of xxxxxxxx.xxx restricted common stock within 5 business days.
The shares issued to Consultant pursuant to this paragraph will be duly
authorized, validly issued and outstanding, fully paid and non-assessable and
will not be subject to any liens or encumbrances. Within 60 days of the date
of this Agreement, xxxxxxxx.xxx shall register its securities, either for its
own account or the account of any other security holder or holders ("Holders")
on a registration statement under the U.S. Securities Act of 1933 (the "Act"),
the Company will (i) promptly give Consultant written notice thereof; and (ii)
include the stock issued to Consultant under this paragraph in any such
registration (and any
related qualifications under blue sky laws or other compliance) and in any
underwriting involved therein.
If under the calculations set forth above, the average daily trading volume 90
days from the date of this Agreement is not 70,000 shares or higher than the
average daily trading volume 10 days after the date of this Agreement,
Consultant shall transfer to xxxxxxxx.xxx 25,000 shares of free trading stock
in one or more companies that are publicly in the United States. Any shares
transferred to xxxxxxxx.xxx under this paragraph shall have an ask price of
$1.00 or more per share in the U.S. over-the-counter market. The $1.00 ask
price may be calculated by using the reported closing price from the previous
trading day.
Nothing contained in this paragraph shall be construed to require Consultant
to purchase, directly or indirectly, any shares of xxxxxxxx.xxx.
5. Exclusivity: Performance; Confidentiality. The services of Consultant
hereunder shall not be exclusive, and Consultant and its agents may perform
similar or different services for other persons or entities whether or not
they are competitors of Client. Consultant shall be required to expend only
such time as is necessary to service Client in a commercially reasonable
manner. Consultant acknowledges and agrees that confidential and valuable
information proprietary to Client and obtained during its engagement by the
Client, shall not be, directly or indirectly, disclosed without the prior
express written consent of the Client, unless and until such information is
otherwise known to the public generally or is not otherwise secret and
confidential.
6. Independent Contractor. In its performance hereunder, Consultant and its
agents shall be an independent contractor. Consultant shall complete the
services required hereunder according to its own means and methods of work,
shall be in the exclusive charge and control of Consultant and which shall not
be subject to the control or supervision of Client, except as to the results
of the work and as otherwise requested. Client acknowledges that nothing in
this Agreement shall be construed to require Consultant to provide services to
Client at any specific time, or in any, specific place or manner, unless
otherwise mutually agreed. Payments to consultant hereunder shall not be
subject to withholding taxes or other employment taxes as required with
respect to compensation paid to an employee.
7. Miscellaneous. No waiver of any of the provisions of this Agreement shall
be deemed or shall constitute a waiver of any other provision and no waiver
shall constitute a continuing waiver. No waiver shall be binding unless
executed in writing by the party making the waiver. No supplement,
modification, or amendment of this Agreement shall be binding unless executed
in writing by all parties except as permitted by Paragraph 8 below. This
Agreement constitutes the entire agreement between the parties and supersedes
any prior agreements or negotiations.
8. Jurisdiction. By excluding any other feasible place of legal jurisdiction,
the place of legal jurisdiction is herewith agreed to be the Free and
Hanseatic City of Hamburg, Germany; for any dispute between the parties
arising from this contractual agreement, German law applies exclusively.
9. Rights Reserved. Consultant reserves the right to modify this Agreement
without prior notification to Client if the price of the Client's shares
decrease on any stock exchange of more than 30%, prior to the posting of the
Client's corporate profile on xxxxxxxxxxxxx.xx.
IN WITNESS WHEREOF, the parties hereto have entered into this Agreement on the
date first written above.
That Xxxx.xxx
By:/S/ XXXXXX X. XXXXXX
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Xxxxxx Xxxxxx, CEO (A.S.O.)
World Of Xxxxxxxx.Xxx XX
Xxxxxxxxxx 00, 00000 Xxxxxxx, Xxxxxxx
Phone 00000-00-00000000 Fax 00000-00-00000000
By:/S/ XXXXXXX XXXXXXXX
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Xxxxxxx Xxxxxxxx, CEO (A.S.O.)
By:/S/ XXXXXX X. XXXX
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Xxxxxx X. Xxxx, CFO (A.S.O.)
