CONSULTING AGREEMENT
THIS AGREEMENT dated for reference July 15, 2000, is between Pacific Capital
Markets Inc., of Xxxxx 000, 0000 Xxxxxxxx Xxxxxx, Xxxxxxxxx, X.X. X0X 0X0, and
fax (000) 000-0000 ("PCMI"); and Interface X.xxx, Inc., a Nevada company of 000
X. Xxxxxx Xxxxxx, #0, Xxxxxx Xxxx, Xxxxxx, 00000, and fax care of (000) 000-0000
("Interface").
WHEREAS PCMI has agreed to provide financing, public relations, advertising and
investor relations services to Interface upon Interface's acquisition of
Gambrook Limited, IN CONSIDERATION of the following mutual promises, the parties
agree that:
1. Business of Interface. Interface intends to acquire all of the issued
shares of Gambrook Limited. Gambrook Limited is an Irish company that
conducts its business through its subsidiary, ViaPay Technologies Limited.
Its business is described in ViaPay Technologies Limited's business plan
version 5.1 dated July 2000.
2. Term. This agreement is effective for 15 months from the day that the
shareholders of Gambrook Limited agree to transfer their shares of Gambrook
to Interface (the "Term").
3. Engagement. Interface engages PCMI exclusively to provide during the Term
the services described in paragraph 4 of this agreement and PCMI accepts
the engagement.
4. Services. PCMI, working with Interface, will provide the following services
(collectively the "Services") during the Term:
a. Financing Services. PCMI will introduce Interface to institutional
investors, investment bankers, lending institutions and high net worth
individual investors and will assist in negotiating the terms of debt,
equity or convertible debt financing as required by Interface.
b. Public Relations Services. PCMI will design and implement a financial
(not industry) public relations program directed to the investment
community for Interface to broaden exposure to Interface's products
and services and will introduce Interface to potential customers and
business alliances.
c. Investor Relations Services. PCMI will design and implement an
investor relations program to broaden Interface's exposure to
financial industry analysts, financial institutions, brokerage firms,
individual brokers and the investing public.
d. Advertising Services. PCMI will develop an advertising strategy for
Interface that may involve electronic, print or broadcast advertising
to promote the development and marketing of Interface's products and
services to the investment community.
e. Quotation and Listing Services. PCMI will use its best efforts to have
the shares of Interface approved for quotation on a senior quotation
medium or listed for trading on a stock exchange, if it is not already
approved for quotation or listed for trading.
5. Provision of Services. PCMI will provide the Services upon the terms and
conditions contained in this agreement and in compliance with applicable
laws, and will provide a monthly written report describing its activities
for each month. Interface acknowledges that PCMI maintains similar
consulting relationships with other public and private companies. PCMI may
retain the services of qualified professional firms or persons to assist
with or to provide the Services but remains responsible for the delivery of
the Services. PCMI will bear all of its costs incurred in its delivering
the Services.
CONSULTING AGREEMENT 2 / 3
6. Fee for the Services. Interface will pay PCMI $2 million (the "Fee") for
the Services during the Term of this agreement according to the schedule
set out in Table 1. Interface has authorized Jeffs & Company to retain in
trust the amount of the Fee from the proceeds of the financing that PCMI is
arranging for Interface and authorizes Jeffs & Company to pay the Fee to
PCMI from the funds in trust according to the schedule set out in Table 1.
Table 1
Fee Payment Schedule
------------------------------------
Date of payment Amount
------------------------------------
15 Sep 2000 $ 500,000
15 Oct 2000 500,000
15 Nov 2000 500,000
15 Dec 2000 500,000
------------
$ 2,000,000
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7. Covenants of Interface. Interface will, as reasonably required by PCMI in
order to perform this contract,
a. provide administrative, technical and managerial support,
b. deliver in a timely manner to PCMI any information requested by PCMI
that PCMI reasonably believes it needs to enable it to perform this
contract,
c. appoint Xxxx Xxxxxx as a liaison between PCMI and Interface to provide
timely updates of its business plan and any other information that
PCMI requests under this agreement,
d. have all news releases and continuous disclosure documents reviewed by
PCMI for investor relations matters before they are disseminated and
filed,
e. maintain as the exclusive property of Interface or its subsidiaries at
all times and not allow to be sold, transferred or encumbered, except
in the ordinary course of business, any of their proprietary interest
in any element of their business that is developed, discovered,
invented, or made by Interface or its subsidiaries,
f. ensure that members of its or its subsidiaries' executive and
management teams designated by PCMI are available on reasonable notice
to attend meetings with institutional investors, investment bankers,
lending institutions and high net worth individual investors, and with
PCMI or its agents.
8. Interface's Expenses. Interface will bear for its own account and pay for
all of the costs of providing the information, support and human resources
described in paragraph 7.
9. Reporting. PCMI will report to the C.E.O. or the C.O.O of Interface, and
reporting to either is deemed to be reporting to both.
10. Termination. Either party may terminate this agreement with ten days'
written notice. If Interface terminates this agreement for other than
cause, the unpaid balance of the Fee is immediately due and payable to PCMI
and Jeffs & Company Law Corporation is authorized to pay the unpaid balance
to PCMI from trust funds held by Jeffs & Company Law Corporation. If PCMI
terminates this agreement for other than cause, it will forego the unpaid
balance of the Fee.
11. Exclusive. This is an exclusive agreement: Interface may not engage any
other person to provide any of the Services during the Term without the
written consent of PCMI, which PCMI may not withhold unreasonably.
CONSULTING AGREEMENT 3 / 3
Any information gathered or contacts generated by PCMI as it provides the
Services are the exclusive property of PCMI.
12. Currency. "$" means United States dollars unless indicated otherwise.
13. Notices. Any notice that must be given or delivered under this agreement
must be in writing and delivered by hand to the address or transmitted by
fax to the fax number given for the party on page 1 and is deemed to have
been received when it is delivered by hand or transmitted by fax unless the
delivery or transmission is made after 4:00 p.m. or on a non-business day
where it is received, in which case it is deemed to have been delivered or
transmitted on the next business day. Any payments of money must be
delivered by hand or wired as instructed in writing by the receiving party.
Any delivery other than a written notice or money must be made by hand at
the receiving party's address.
14. Governing Law. This agreement is governed by the laws of British Columbia
and must be litigated in the courts of British Columbia.
15. Enurement. This agreement enures to the benefit of and binds the parties
and their respective successors and permitted assigns.
16. Entire Agreement. This agreement constitutes the entire agreement between
the parties and supersedes all previous agreements, negotiations, and
discussions between the parties regarding consulting services. This
agreement may be amended or varied only by a written agreement signed by
all of the parties.
17. Counterparts. This agreement may be signed in counterparts and delivered to
the parties by fax, and the counterparts together, whether original or
faxed, constitute one original document.
THE PARTIES' SIGNATURES below are evidence of their agreement.
Pacific Capital Markets Inc. Interface X.xxx, Inc.
/s/ Xxxxxxx X. Xxxxx /s/ Xxxxxxxxx Xxxxx, Xx.
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Authorized signatory Authorized signatory
