CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") made as of October 11, 2003, by and
between Interactive Ideas Consulting Group, Inc., a California corporation
("I2net") and its principal shareholder, Xxxx Xxxxxxx (collectively referred to
as "Consultant"), and Ohana Enterprises, Inc., a Delaware corporation ("Ohana")
and it's subsidiary Visual Interviews, a Nevada Corporation("Visual").
WITNESSETH
WHEREAS, the Ohana and Visual will utilize and will require technology
services relating to product design specifications, product development and
deployment planning; and
WHEREAS, Consultant will provide Ohana and Visual with such product
design specifications, product development and deployment planning services; and
WHEREAS, Ohana and Visual wishes to compensate Consultant for providing
these consulting services to Ohana and Visual;
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
stated, it is agreed as follows:
1. ENGAGEMENT OF CONSULTANT
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Ohana and Visual hereby engages Consultant as an independent contractor
as of October 13, 2003, and Consultant agrees to render the services required of
Consultant under this Agreement to Ohana and Visual upon the terms and
conditions hereinafter set forth.
2. TERM
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The term of this Agreement shall begin as of October 13, 2003, and
shall terminate upon delivery of services as provided in Section 3 of this
agreement, unless (a) earlier terminated in accordance with paragraph 7 herein,
or (b) extended by agreement of the parties.
3. SERVICES
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During the term of this Agreement, Consultant shall provide advice to,
undertake for and consult with Ohana and Visual concerning product design
specifications, product development and deployment planning in connection with
the business of the Company. It is agreed by all parties that Consultant shall
provide on a timely basis the following services, and additional services
contemplated thereby:
(a) Research and deliver a wireless 802.11b Access Point, Printer and
software for WIFI gateway product conceptual design specifications from
Ohana's requirements;
(b) Participate with Ohana and Visual in product planning sessions,
make cost effective recommendations for product development and future
expansion opportunities;
(c) Execute initial product development for both Ohana and Visual
according to plan;
(d) Advise Ohana and Visual relative to product deployment to meet needs of all
prospective clients.
(e) Complete Visual Interviews' back end infrastructure to handle live
streaming interview demos.
(f) Advise and locate required hardware to facilitate setup of
interview facilities for Visual.
(g) Use of Office in Huntington Beach, California and Henderson,
Nevada to facilitate interview demos for the benefit of Visual.
4. DUTIES OF OHANA AND VISUAL
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It is agreed by both parties that Ohana and Visual will provide
Consultant, on a regular and timely basis, with all data and information about
it, its subsidiaries, its management, its products and services and its
operations as has been reasonably requested by Consultant, and will advise
Consultant of any facts which would affect the accuracy of any data and
information previously supplied pursuant to this paragraph.
5. COMPENSATION AND EXPENSE REIMBURSEMENT
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The parties agree that the value of services for the term of this
Agreement for Ohana as defined in Paragraph 3 section (a) (b) (c) and (d) will
be $100,000, and with respect to section (b) and (d), that such consideration
shall be deemed earned upon execution of this Agreement by the parties, and with
respect to section (a) and (c) shall be deemed earned upon delivery of product
as defined in section (a). Upon execution of this Agreement, Ohana shall grant
and issue to Consultant (to be allocated between i2net and Xxxx Xxxxxxx as shall
be determined by Xxxx Xxxxxxx in his sole and absolute discretion), the
following:
A total of 1,176,470 shares of common stock of Ohana Enterprises, Inc.
valued at $ .085 per share. Furthermore, Ohana hereby agrees to
register 676,470 of said shares under a Form S-8 registration statement
prior to issuance to Consultant. The balance remaining of 500,000
shares shall be restricted stock under the Securities Act of 1933, as
amended (the "Act"). Said shares shall have piggy-back registration
rights and will be issued immediately upon delivery as described in
Paragraph 3, section (a).
In connection with the issuance of common stock, Consultant represents
and warrants to the Company: (a) that he is acquiring the common stock for his
own account, and not on behalf of any other, for long-term investment and not
with a view to immediately re-sell the common stock; (b) no other person or
entity will have any direct or indirect beneficial interest in, or right to, the
common stock.; (c) Consultant or his agents or investment advisors, (i) have
such knowledge and experience in financial and business matters that will enable
Consultant to utilize the information made available to it in connection with
the purchase of the common stock to evaluate the merits and risks thereof and to
make an informed investment decision and (ii) is able, without impairing its
financial condition, to hold such common stock for an indefinite period of time
and to bear the economic risks of, and withstand a complete loss of, such
investment; (d) Consultant acknowledges that the common stock has not been
registered under the Securities Act, or qualified under any applicable state
securities laws, in reliance, in part, on my representations, warranties and
agreements made herein; and (e) that other than the rights specifically set
forth in this Agreement, Ohana and the officers of Ohana are under no obligation
to register or qualify the common stock under the Act or under any state
securities law, or to assist the undersigned in complying with any exemption
from registration and qualification.
The parties further agree that the value of services for the term of
this Agreement for Visual as defined in Paragraph 3 section (b) (c) (d) (e) (f)
(g) will be $50,000, and with respect to section (b) (d) (f) and (g), that such
consideration shall be deemed earned upon execution of this Agreement by the
parties, and with respect to section (c) and (e) shall be deemed earned upon
delivery of product. Upon execution of this Agreement, the Visual shall grant
and issue to Consultant (to be allocated between i2net and Xxxx Xxxxxxx as shall
be determined by Xxxx Xxxxxxx in his sole and absolute discretion), the
following:
A total of 588,235 shares of common stock of Visual Interviews, Inc.
valued at $ .085 per share. Said shares shall be issued and exempted
under Rule 701 as promulgated under the Securities Act of 1933 (the
"Act"). 388,235 shares shall be issued immediately for payment of
services as defined in section (b) (d) (f) and (g):and 200,000 will be
issued upon completion and deliver as defined in section (c) and (e).
In connection with the issuance of common stock, Consultant represents
and warrants to Ohana: (a) that he is acquiring the common stock for his own
account, and not on behalf of any other, for long-term investment and not with a
view to immediately re-sell the common stock; (b) no other person or entity will
have any direct or indirect beneficial interest in, or right to, the common
stock.; (c) Consultant or his agents or investment advisors, (i) have such
knowledge and experience in financial and business matters that will enable
Consultant to utilize the information made available to it in connection with
the purchase of the common stock to evaluate the merits and risks thereof and to
make an informed investment decision and (ii) is able, without impairing its
financial condition, to hold such common stock for an indefinite period of time
and to bear the economic risks of, and withstand a complete loss of, such
investment; (d) Consultant acknowledges that the common stock has not been
registered under the Securities Act, or qualified under any applicable state
securities laws, in reliance, in part, on my representations, warranties and
agreements made herein; and (e) that other than the rights specifically set
forth in this Agreement, the Company and the officers of the Company are under
no obligation to register or qualify the common stock under the Act or under any
state securities law, or to assist the undersigned in complying with any
exemption from registration and qualification.
6. REPRESENTATION AND INDEMNIFICATION
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The Company shall make a continuing representation of the accuracy of
any and all facts, material information and data which it shall supply to
Consultant and acknowledges its awareness that Consultant will rely upon the
accuracy of material, information and data supplied by the Company. Consultant
represents that he has knowledge of and is experienced in providing the
aforementioned services.
The Company agrees to indemnify, hold harmless and defend Consultant
from any and all claims or demands of any kind relating to the Company's breach
of its agreements hereunder.
7. MISCELLANEOUS
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Termination: Either party may terminate this Agreement for cause
immediately by written notice to the other upon the occurrence of any of the
following events:
(a) if the other party ceases to do business or otherwise
terminates its business operations for more than thirty (30)
consecutive days; or
(b) if the other party materially breaches any
material provision of this
Agreement and fails to substantially cure such breach within thirty
(30) days of written notice describing the breach; or
(c) if the other party becomes insolvent or
seeks protection under any
bankruptcy, receivership, creditors arrangement or comparable
proceeding, or if such proceeding is instituted against the other party
and is not dismissed within ninety (90) days.
8. COMPLETION
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An officer of the Company will sign a change order and/or completion
ticket for all phases of the services to be provided under this Agreement. An
electronic email of acknowledgement or written signature is necessary for each
phase of services to be provided under this Agreement. With said signature, the
services to be provided under this Agreement shall be deemed approved by the
Company for all purposes.
Modification: This Agreement sets forth the entire understanding of the
parties with respect to the subject matter hereof, and may be amended only in a
writing signed by both parties.
Notices: Any notices required or permitted to be given hereunder shall
be in writing and shall be mailed or otherwise delivered in person or by
facsimile transmission at the address of such party as stated below or to such
other address or facsimile telephone number, as the party shall have furnished
in writing to the other party.
Interactive Ideas Consulting Group Ohana Enterprises
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0000 Xxxxx Xxxxxx 00000 Xxxxxxx Xxxxx Xxx, #000
Xxxxxxxxxx Xxxxx, XX 00000 Xxxxxx, XX 000000
Fax: (714) 375 - 4743 Fax: (818) 991 - 5838
Waiver: Any waiver by either party of a breach of any provision of this
Agreement shall not operate as or be construed to be a waiver of any other
breach of that provision or of any breach of any other provision of this
Agreement. The failure of a party to insist upon strict adherence to any term of
this Agreement on one or more occasions will not be considered a waiver or
deprive the other party of the right thereafter to insist upon adherence to that
term of any other term or this Agreement.
Assignment: Neither party may assign or transfer its interest hereunder
or delegate its duties without the prior written consent of the other party,
which consent shall not be unreasonably withheld.
Severability: If any provision of this Agreement is invalid, illegal,
or unenforceable, the balance of this Agreement shall remain in effect, and if
any provision is inapplicable to any person or circumstance, it shall
nevertheless remain applicable to all other persons and circumstances.
Disagreements: Any dispute or other disagreement arising from or out of
this Agreement shall be submitted to arbitration under the rules of the American
Arbitration Association and the decision of the arbitrator(s) shall be
enforceable in any court having jurisdiction thereof. Arbitration shall occur
only in Los Angeles County, California. The interpretation and the enforcement
of this Agreement shall be governed by California law as applied to residents of
the State of California relating to contracts executed in and to be performed
solely within the State of California. In the event any dispute is arbitrated,
the prevailing party (as determined by the arbitrator(s)) shall be entitled to
recover that party's reasonable attorney's fees incurred (as determined by the
arbitrator(s)).
This Agreement becomes effective upon signature of all parties and all
shares shall be granted and issued as per the aforementioned schedules subject
to the resolution of Ohana's pending litigation with Xxxxxx Consulting.
IN WITNESS WHEREOF, this Agreement has been executed by the parties as
of the date first above written.
COMPANY: CONSULTANT:
OHANA ENTERPRISES, INC. INTERACTIVE IDEAS CONSULTING GROUP
By:/s/_____________________________ By:/s/______________________
Xxxxxxxxx Xxxxxxxx Xxxx Xxxxxxx
CFO President
Date:_____________________________ Date:______________________
Title:_____________________________ Title:______________________
Date:_____________________________ Date:______________________
