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EXHIBIT 6.22
CONSULTING AGREEMENT
This Consulting Agreement ("Agreement") is entered into this 24th day of
June, 1995 by and between American Independent Network, Inc., a Delaware
corporation ("Corporation"), and Xxxxx X. Xxxx, Xx., a California resident
("Consultant"). Corporation and Consultant are collectively referred to
hereinafter as the "Parties."
RECITALS
WHEREAS the Corporation desires to retain the services of Consultant to assist
it, by providing expertise and advise as to its proposed merger with a publicly
trading shell corporation; and
WHEREAS the Consultant is both qualified to perform and wishes to undertake such
activities, on the terms and conditions set forth below;
NOW, THEREFORE, in consideration of the mutual promises of the parties and other
good and valuable consideration, the parties hereby agree as follows:
Section 1. Engagement.
1.1 Scope of Services. Corporation shall engage Consultant to provide
his expertise and advise to Corporation, including reviewing, evaluating and
analyzing all potential public shell candidates, undertaking a comprehensive due
diligence investigation on such candidates, furnish advice and counsel to the
Corporation regarding such opportunities, including the potential risks and
benefits to the Corporation, and provide general supervisory assistance in
structuring the merger transaction and financing arrangements which may arise
from such transaction, including, but not limited to, an initial public
offering.
In accepting this engagement, the Consultant acknowledges that the
performance of such services shall require it to undertake a thorough review of
all relevant and related documentation pertaining to the prospective
transaction, to attend any and all meetings pertaining to such opportunities at
which the Corporation shall require Consultant's presence, and to take all other
steps reasonably necessary to effectively and adequately provide the defined
services. Consultant understands that it shall be under a duty to take such
actions, and a failure to do so shall constitute an immediate and material
breach of this Agreement.
1.2 Access. Pursuant to the performance by Consultant of the services
described in Paragraph 1.1, the Corporation agrees to provide to Consultant full
access to all documents and materials which Consultant shall require to
adequately provide the contemplated services, and shall not unreasonably
withhold from Consultant the right to access to any such materials.
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Section 2. Duration.
2.1 Starting Date. It is contemplated that this Agreement shall become
effective, and have as a starting date, the date of execution by both parties
below.
2.2 Termination. Unless automatically terminated earlier by agreement of
the parties, or by incapacity or bankruptcy of either party, or by either
party's failure to timely or properly perform the services or make payments, the
Agreement extends until December 31, 1996. This Agreement may be terminated by
either party for any reason without liability after first giving thirty (30)
days prior written notice to the other party.
Section 3. Compensation
3.1 Rate. The parties agree that Consultant shall be $5,000 per month
for his services. Payment shall be made to Consultant by no later than the fifth
day of each month during the term of this Agreement.
3.2 Travel Time. From time to time, the Consultant may be required to
travel to different locations for the benefit of the Company. Under no
circumstances shall the Consultant make any travel plans or incur any travel
expenses in connection with his role as Consultant without receiving prior
approval from the Company, authorizing the Consultant to undertake the travel
and to incur the travel expenses; provided, however, that such approval shall
not be unreasonably withheld, and such approval shall not be required for
ordinary local travel undertaken for the benefit of the Company which results in
expenses of under $20 for any one trip. For all travel approved by the Company
and for ordinary local travel, the Company shall reimburse the Consultant for
all travel time at the agreed upon rate, but Consultant may xxxx for a maximum
of eight hours of travel time in any given 24-hour period.
3.3 Expenses. From time to time, the Consultant may also be required to
incur expenses, in addition to the travel expenses provided for in Section 3.2.
Under no circumstances shall the Consultant incur expenses in connection with
his role as Consultant without receiving prior approval from the Company,
authorizing the Consultant to incur such expenses; provided, however, that such
approval shall not be unreasonably withheld. The Company shall reimburse
Consultant for all reasonable and necessary expenses incurred in performing his
services, including, but not limited to, meals, telephone, facsimile, postage,
secretarial services and bonding, if required.
Section 4. Relationship of the Parties.
The parties intend that the relationship between them created under this
Agreement is that of an independent contractor only. Consultant is not to be
considered an agent or employee of Corporation for any purpose, and Corporation
is interested only in the results obtained under this Agreement; the manner and
means of performing the services are subject to Consultant's sole
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control. Consultant shall be responsible for all state, federal, and local
taxes, including estimated taxes, and employment reporting for Consultant or any
employees or agents of Consultant.
Section 4. Confidentiality.
Consultant shall maintain in confidence (1) the subject matter of this
Agreement, (2) the consulting work carried out hereunder, (3) any ideas
conceived hereunder, and (4) any business or technical information of
Corporation acquired by Consultant as a result of the consulting work carried
out pursuant to this Agreement, and Consultant shall not, without Corporation's
prior authorization, directly or indirectly use, publish, or disclose to others
any information, data, designs, results, or opinions resulting from the
consulting work carried out pursuant to this Agreement.
The obligations of secrecy shall continue throughout the duration of this
Agreement.
Section 5. Records.
Consultant shall keep full and accurate records of all consulting work
performed under this Agreement. All records, computations, charts, reports, and
other documentation made in the course of the consulting work performed
hereunder, or in anticipation of the consulting work to be performed in regard
to this Agreement, shall at all times be and remain the sole property of
Corporation. Consultant shall turn over to Corporation all copies of such
documentation on request by Corporation.
Section 6. Notices.
All notices and other communications required or permitted under this
Agreement shall be validly given, made, or served if in writing and delivered
personally or sent by registered mail, to the Consultant at the following
address:
addressed to the Corporation at:
American Independent Network, Inc.
0000 Xxxxxxx Xxxxxxx
Xxxxxx Xxxx, XX 00000
if to the Consultant:
Xxxxx X. Xxxx, Xx.
00000 Xxxxxxx Xxxx., Xxxxx 000
Xxxxxxxx Xxxxx, XX 00000
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with a copy to:
Xxxxxxx X. Xxxxxx, Esq.
000 X. Xxxxxxxx Xxxx., Xxxxx 000
Xxxxxxxx, XX 00000
Section 7. Arbitration.
If at any time during the term of this Agreement any dispute,
difference, or disagreement shall arise upon or in respect of the Agreement, and
the meaning and construction hereof, every such dispute, difference, and
disagreement shall be referred to a single arbiter agreed upon by the parties,
or if no single arbiter can be agreed upon, an arbiter or arbiters shall be
selected in accordance with the rules of the American Arbitration Association
and such dispute, difference, or disagreement shall be settled by arbitration in
accordance with the then prevailing commercial rules of the American Arbitration
Association, and judgment upon the award rendered by the arbiter may be entered
in any court having jurisdiction thereof.
Section 8. Law Governing.
This Agreement shall be governed by and construed in accordance with the
laws of the State of California.
Section 9. Agreement Binding.
This Agreement shall be binding upon the heirs, executors,
administrators, successors and assigns of the parties hereto.
Section 10. Counterparts.
This Agreement may be executed in several counterparts and all so
executed shall constitute one Agreement, binding on all the parties hereto even
though all the parties are not signatories to the original or the same
counterpart.
Section 11. Savings Clause.
If any provision of this Agreement, or the application of such provision
to any person or circumstance, shall be held invalid, the remainder of this
Agreement, or the application of such provision to persons or circumstances
other than those as to which it is held invalid, shall not be affected thereby.
IN WITNESS WHEREOF, the Parties enter into this Agreement as of the date
first written above.
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CORPORATION
American Independent Network, Inc.,
a Delaware corporation
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Xxxxx Xxxxxxx
President, CFO
CONSULTANT
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Xxxxx X. Xxxx, Xx.,
a California resident
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AMENDMENT #1 TO
CONSULTING AGREEMENT
This Amendment #1 to the Consulting Agreement (the "Amendment") is
entered into this 1st day of January, 1997 by and between American Independent
Network, Inc., a Delaware corporation ("Corporation"), and Xxxxx X. Xxxx, Xx.,
an individual ("Consultant") (Corporation and Consultant are collectively
referred to hereinafter as the Parties).
RECITALS
WHEREAS, on June 24, 1995, the Parties entered into that certain
Consulting Agreement (the "Agreement") which provided for Consultant to provide
advice and expertise regarding a proposed merger with a public shell
corporation;
WHEREAS, the Agreement expired on December 31, 1996;
WHEREAS, the Corporation desires to continue to retain the services of
Consultant to provide expertise and advise as to private and public offerings of
securities of the Corporation; and
WHEREAS, the Consultant is both qualified to perform and wishes to
undertake such activities, on the terms and conditions set forth below.
NOW, THEREFORE, in consideration of the mutual promises of the parties
and other good and valuable consideration, the Parties hereby agree as follows:
1. Section 2.2 of the Agreement is amended to state the following:
2.2 Termination. Unless automatically terminated earlier by
agreement of the parties, or by incapacity or bankruptcy of either party, or by
either party's failure to timely or properly perform the services or make
payments, the Agreement extends until December 31, 1997.
2. This Amendment may be executed in several counterparts and all so
executed shall constitute one and the same Amendment, binding on all the Parties
hereto even though all the Parties are not signatories to the original or the
same counterpart.
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IN WITNESS WHEREOF, the Parties enter this Amendment as of the date
first written above.
CORPORATION
American Independent Network, Inc.,
a Delaware corporation
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Xxxxx Xxxxxxx
President, CFO
CONSULTANT
------------------------------------
Xxxxx X. Xxxx, Xx.,
a California resident
