CONSULTING CONTRACT
Dated for reference this 17th day of December, 1999.
This Consulting Agreement is made between:
Xxxxxx.xx, Inc. (the "Corporation") and;
Xxxxx Xxxxxx (the "Consultant").
Whereas, Xxxxxx.xx, Inc. requires certain consulting services ,
including due diligence review and valuation consultation in
connection with the acquisition of several private companies; and
Whereas, Xxxxx Xxxxxx is qualified and willing to provide said
services under the terms and conditions hereinafter set forth.
Now, therefore, the parties herein agree to the following terms
and conditions:
(1) The Consultant shall provide sufficient time and effort to
complete various due diligence assignments concerning
acquisitions described herein prior to December 30, 1999.
(2) The Consultant shall participate in formulating valuation
criteria and may participate in negotiations related to this
issue.
(3) The Consultant shall receive a total of 100,000 shares in
the capital of the Corporation to be paid at the completion of
due diligence and regardless of whether either of the
contemplated acquisitions closes. Said shares shall also be
deemed as adequate consideration for any expenses incurred by the
Consultant and shall be issued in the name of Xxxxx Xxxxxx.
(4) Said shares shall be registered with an S-8 filing at the
Corporation's first opportunity.
(5) The Consultant is not entitled to any further compensation
at the close of any of the contemplated acquisitions.
(6) It is understood and acknowledged by both parties that the
Consultant is acting as independent consultant and, therefore,
may not enter into any agreements or incur any obligations or
expenses other than as described herein. The Consultant further
agrees not to disclose material information about the Corporation
and its business and shall not be retained by any individual or
corporation with similar business interests as the Corporation or
the targeted acquisitions for a period of one year.
In Witness Whereof, the parties hereto have duly executed and
delivered the Consulting Agreement as of the date first written
above.
Xxxxxx.xx, Inc.
By : /s/ Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx, Secretary
Xxxxx Xxxxxx
/s/ Xxxxx Xxxxxx
