EXHIBIT "H"
CF
0000 Xxxx Xxxx - Xxxxx 000 - Xxxxxxxxxxx, XX 00000
Tel: (000) 000-0000 - Fax: (000) 000-0000 - 000-000-0000
xxx.xxxxxxxxx.xxx
CONSULTANT AGREEMENT
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Columbia Financial Group is an investor relations, direct marketing,
publishing, public relations and advertising firm with expertise in the
dissemination of information about publicly traded companies. Also in the
business of providing investor relations service, public relations services,
publishing, advertising services, fulfillment services, as well as Internet
related services.
Agreement made this 28th day of February, 2001, between TelNet World
Communications, Inc. and its wholly owned subsidiary GiveMePower, Inc.
(hereinafter referred to as "Corporation"), and Columbia Financial Group, Inc.
(hereinafter referred to as "Consultant"), (collectively referred to as the
"Parties"):
Recitals:
The Corporation desires to engage the services of the Consultant to
perform for the Corporation consulting services regarding all phases of the
Corporation's "Investor Relation" to include direct investor relations and
broker/dealer relations as such may pertain to the operation of the
Corporation's business.
The consultant desires to consult with the Board of Directors, the
Officers of the Corporation, and certain administrative staff members of the
Corporation, and to undertake for the Corporation consultation as to the
company's investor relations activities involving corporate relations and
relationships with various broker/dealers involved in the regulated securities
industry.
AGREEMENT
1. The respective duties and obligations of the contracting Parties
shall be for a period of fifteen (15) months commencing on the
date first appearing above. This Agreement may be terminated by
either party on in accordance with the terms and condition set
forth in Paragraph 8.
Services Provided by Consultant
2. Consultant will provide consulting services in connection with the
Corporation's "investor relation" dealing with NASD broker/dealers
and the investing public. (At no time shall the Consultant
provide services which would require Consultant to be registered
and licensed with an federal or state regulatory body or self-
regulating agency.) During the term of this Agreement, Consultant
will provide those services customarily provided by an investor
relations firm to a Corporation, including but not limited to the
following:
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Columbia Financial Group
(a) Aiding the Corporation in developing a marketing plan
directed at informing the investing public as to the
business of the Corporation; and
(b) Providing assistance and expertise in devising an
advertising campaign in conjunction with the marketing
campaign as set form in (1) above; and
(c) Advise the Corporation and provide assistance in dealing
with institutional investors as it pertains to the
Corporation's offering of it securities; and
(d) Aid and assist the Corporation in the Corporation's efforts
to secure "market makers" which will trade the Corporation's
stock to the public by providing such information as may be
required; and
(e) Aid and advise the Corporation in establishing a means of
securing nationwide interest in the corporations securities;
and
(f) Aid and assist the Corporation in creating an "institutional
site program: to provide ongoing and continuous information
to find managers; and
(g) Aid and consult with the Corporation in the preparation and
dissemination of press releases and news announcements; and
(h) Aid and consult with the Corporation in the preparation and
dissemination of all "due diligence" packages requested by
and furnished to NASD registered broker/dealers, the
investing public, and/or other institutional and/or fund
mangers requesting such information from the Corporation.
(i) Such further and other service, consultations, expertise and
assistance as the Corporation may from time to time request
from Consultant and which Consultant is able or capable of
providing to the Corporation.
Compensation
3. In consideration for the services provided by Consultant to the
Corporation, the Corporation provide the following compensation to
the Consultant:
825,000 shares of common stock to be issued with a Rule 144
twelve month restriction on sale. Such shares are to be
distributed into Xxxxxx Xxxxxxx Professional Corporation's
escrow account in the following manner:
a) 200,000 shares due upon the signing of the contract, and
b) 200,000 shares at the start of each quarter for three
consecutive quarters commencing on the date the Corporation
receives it approval from the Securities and Exchange
Commission for trading on the OTC Bulletin Board market, and
25,000 shares at the start of the fourth quarter after the
Corporation receives it's approval from the Securities and
Exchange commission for trading on the OTC Bulletin board
Market.
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Columbia Financial Group
In addition to the stock mentioned above, Consultant shall receive
2,000,000 warrants at the following amounts and prices:
a) 1,000,000 warrants with an exercise price of $1.00 per
share and an expiration of one (1) year after the date the
Corporation receives its approval from the Securities and
Exchange commission for Trading on the OTC Bulletin Board
market.
b) 1,000,000 warrants with an exercise price of $1.50 per
share and an expiration date of two (2) years after the date
the corporation receives its approval from the Securities
and exchange Commission for trading on the OTC Bulletin
Board market.
All warrants are to be registered in the current year's SB-2
filing.
Compliance
4. At the time Consultant gives notice to the company of its
execution of the Warrants referred to in #3 above, common shares
underlying the warrants, delivered by Corporation to consultant
will, at that particular time be free trading, or if not, the
shares shall be incorporated in the next registration statement
filed by the corporation. The warrants shall have "piggy back"
registration rights and will, at the expense of the Corporation,
be included in said registration statement in a timely manner.
Representation of Corporation
5. The Corporation, upon entering this Agreement, hereby warrants and
guarantees to the Consultant that to the best knowledge of the
Officers and Directors of the Corporation, all statements, either
written or oral, made by the Corporation to the Consultant are
true and accurate, and contain no misstatements of a material
fact. Consultant acknowledges that estimates of performance. The
corporation acknowledges that the information it delivers to the
Consultant will be used by the Consultant in preparing materials
regarding the Company's business, including but not necessarily
limited to, its financial condition, for dissemination to the
public. Therefore, in accordance with Paragraph 6, below, the
Corporation shall hold harmless the Consultant from any and all
errors, omissions, misstatements, except those made in a negligent
or intentionally misleading manner in connection with all
information furnished by Corporation to Consultant.
6. GiveMePower Inc.
Authorized: 50,000,000 shares
Issued: 13,042,336 shares
Outstanding: 13,042,336 shares
Free trading (float): 367,540 shares (approx.)
Shares subject to Rule 144 restrictions: 11,856,500 shares (approx.)
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Columbia Financial Group
Limited Liability
7. With regard to the services to be performed by the Consultant
pursuant to the terms of this Agreement, the Consultant shall not
be liable to the Corporation, or to anyone who may claim any right
due to any relationship with the Corporation, for any acts or
omissions in the performance of services on the part of the
Consultant, except when said acts or omissions of the Consultant
are due to its misconduct or negligence.
Termination
8. This Agreement may be terminated by either party upon the giving
of not less than thirty(30) days written notice, delivered to the
parties at such address or addresses as set forth in Paragraph 9,
below. Any such notice shall be deemed to be properly given when
transmitted by way of registered mail. The thirty (30) days
termination period shall not begin until the other party has
received or is deemed to have received the notice of termination.
Compensation paid by Corporation to consultant pursuant to Section
3 above, shall be prorated to the date of termination.
Notices
9. Notices to be sent pursuant to the terms and condition of this
Agreement, shall be sent as follows:
Xxxxxxx X. Rieu W.V. Xxxxxx, President
Columbia Financial Group, Inc Telnet World communications, Inc. c/o
0000 Xxxx Xxxx, Xxx. 000 GiveMePower Inc.
Xxxxxxxxxxx, Xxxxxxxx 00000 000,0000 00xx XX. XX
Xxxxxxx, XX X0X 0X0
Attorney's Fees
10. In the event any litigation or controversy, including arbitration,
arises out of or in connection with this Agreement between the
Parties hereto, the prevailing party in such litigation,
arbitration or controversy, shall be entitled to recover from the
other party or parties, all reasonable attorney's fees expenses
and suit cost, including those associated within the appellate or
post judgement collections proceedings.
Arbitration
11. In connection with any controversy or claim arising out of or
relating to this Agreement, the Parties hereto agree that such
controversy shall be submitted to arbitration, in conformity with
the Federal Arbitration Act (Section 9 U.S. code Section 901 et
seq), and shall be conducted in accordance with the Rules of the
American Arbitration Association. Any judgment rendered as a
result of the arbitration of any dispute herein, shall upon being
rendered by the arbitrators be submitted to a Court of competent
jurisdiction with the state of Maryland, if initiated by
Consultant, or in Utah, Nevada, or Alberta, Canada as determined
by Corporation if initiated by the Corporation.
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Columbia Financial Group
Governing Law
12. This Agreement shall be construed under and in accordance with the
laws of the State of Utah or the Sate of Nevada as determined by
the Corporation. All parties hereby consent to Utah or Nevada as
the proper jurisdiction for any such proceeding if applicable.
Parties Bound
13. This Agreement shall be binding on and inure to the benefit of the
contracting parties and their respective heirs, executors,
administrators, legal representatives, successors, and assigns
when permitted by this Agreement.
Legal Construction
14. In case any one or more of the provisions contained in this
Agreement shall for any reason be held to be invalid, illegal, or
unenforceable in any respect, the invalidity, illegality, or
unenforceable shall not affect any other provision, and this
Agreement shall be construed as if the invalid, illegal, or
unenforceable provision had never been contained in it.
Prior Agreements Superseded
15. This Agreement constitutes the sole and only Agreement of the
contracting parties and supersedes any prior understandings or
written or oral agreements between the respective parties.
Further, this Agreement may only be modified or changed by written
agreement signed by all the parties hereto.
Multiple Copies or Counterparts of Agreement
16. The original and one or more copies of this Agreement may be
executed by one or more of the parties hereto. In such event, all
of such executed copies shall have the same force and effect as
the executed original, and all of such counterparts taken together
shall have the effect of a fully executed original. Further, this
Agreement may be signed by the parties and copies hereof delivered
to each party by way of facsimile transmission, and such facsimile
copies shall be deemed original copies for all purposes if
original copies of the parties' signatures are not delivered.
Liability of Expenses
17. All fees and costs incurred in relation to the services provided
by the Consultant shall be the responsibility of the Consultant,
except those fees and costs previously approved in writing by an
officer of the Corporation.
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Columbia Financial Group
Headings
18. Heading used throughout this Agreement are for reference and
convenience, and in no way define, limit or describe the scope or
intent of this Agreement or effect its provisions.
IN WITNESS WHEREOF, the Parties have set their hands and seal as of the
date written above.
/S/ XXXXXXX X. RIEU
BY:______________________________
Xxxxxxx X. Rieu, President
Columbia Financial Group, Inc.
/S/ W.V. XXXXXX
BY:______________________________
W.V. Xxxxxx, President
TelNet World Communications, Inc.
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