Exhibit 10(ii)
CONSULTING AGREEMENT
AGREEMENT, made as of August 31, 2000 by and between AMD Capital L.L.C.,
with offices at 0000 Xxxxx Xxxxxx Xxxx., Xxxxxxx Xxxxx, Xx. 00000 (the
"Consultant") and STARUNI CORPORATION a California corporation with offices at
0000 Xxxxxxxx Xxxx., Xxx Xxxxxxx, XX 00000 (the "Company").
WITNESSETH
WHEREAS, the Company desires to retain Consultant to render consulting
services, including services relating to market analysis, public relations,
financial planning, strategic transactions restructuring, strategic planning and
development and internet and technology solutions; and
WHEREAS, Consultant is willing to perform such consulting services on the
terms and conditions herein contained.
NOW, THEREFORE, in consideration of the premises herein and other good and
valuable considerations, the parties agree as follows:
1. ENGAGEMENT
The Company hereby engages Consultant and Consultant hereby accepts such
engagement as a consultant to render the consulting services set forth below, as
requested by the Company, and in furtherance of the business goals of the
Company.
2. CONSULTANT DUTIES
Consultant shall, at the request of the Company, provide business
management and marketing consultation services. Such services shall include (a)
advice concerning the implementation and monitoring of business and marketing
plans, as well as establishing and/or enhancing the Company's interact presence,
(b) advice concerning the Company obtaining investment banking and financial
services, and (c) advice concerning the Company retaining other professionals.
The Company may also tender the following services at the request of the
Company:
a. Market Analysis & Public Relations -- Consultant will assist the
Company in researching market conditions and the Company's
competitors. Consultant wig develop a strategic plan to disseminate
information regarding the Company and the Company's market through
traditional media and the Internet,
b. Financial Planning -- Consultant will assist the Company in
determining the Company's financing requirements and will assist the
Company in retaining and working with professionals to meet such
requirements, including the compilation of necessary due diligence
information.
c. Strategic Transactions -- Consultant will assist the Company in
evaluating the advisability of entering into mergers, acquisitions and
joint venture transactions. Consultant will assist the Company in
developing and understanding of the financial and strategic objectives
relating to such proposed transactions, and will develop a strategy to
accomplish the Company's goals.
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d. Strategic Planning and Development -- Consultant will assist the
Company in understanding its operational objectives to assure that it
and its shareholders realize true profit value. Consultant will help
the Company to identify and obtain key personnel, new markets, sales
opportunities and a profitable internet presence.
e. Internet and Technology Solutions -- Consultant will assist the
Company in developing an Internet presence, including the development
or re-engineering of the Company's web site to better promote and grow
the Company's business.
3. TERM
The term of this agreement shag commence on the date hereof and continue
for a minimum period of (180) days, and shall continue thereafter on a monthly
basis until termination by either party upon (30) days written notice to the
other party (the "Term").
4. COMPENSATION
a. As compensation for the services to be rendered by Consultant
hereunder, Consultant shall be paid, and Consultant agrees to accept,
the following: 140,000 shares of the Company's S-8 common stock, and
$5000 per month (to be paid in Staruni common stock);
b. Additional compensation, including a Board seat, shall be determined
at a later date depending on various performance issues.
5. ACTIVITIES
(a) Throughout the Term of this Agreement, Consultant may provide the
officers, directors, employees or designees of the Company with verbal reports
concerning its activities,
6. THIRD PARTIES
The Company acknowledges that, in connection with its engagement hereunder,
Consultants may introduce the Company to third parties who may transact business
with the Company and/or assist Consultant in providing consulting services to
the Company hereunder. The Company hereby agrees that it will not do business
with any party introduced to it by Consultant, other than by and through
Consultant.
7. CONFIDENTIAL INFORMATION
The Company agrees to promptly provide and fully disclose to Consultant any
and all information regarding the Company which Consultant deem pertinent to its
engagement hereunder.
Consultant acknowledges that any and all confidential knowledge or
information concerning the Company and its affairs obtained by it, its
principals, employees and/or contractors in the course of its engagement
hereunder will be held inviolate by it and that it will conceal the same from
any and all other persons and entities, including, but not limited to,
competitors of the Company and that it will not impart any such knowledge to
anyone whosoever during the term of hereof.
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As used herein, "confidential knowledge or informational" means: (a) all
information regarding the Company which is not generally available to the
public; and (b) all information regarding the Company which was received by
Consultant from a source with confidentiality obligations to the Company.
Consultant shall, upon the, termination of its engagement by the Company,
immediately surrender and turn over to the Company all books, forms, records,
client fists and all other papers and writings relating to the Company and all
other Property belonging to the Company, it being understood and agreed that the
same are the sole property of the Company.
8. CONSULTANT STATUS
Consultant acknowledges that it is providing services hereunder as an
independent contractor. Accordingly, Consultant agrees that any taxes associated
with the performance of its services hereunder shall be its sole responsibility.
Consultant further agrees that nothing herein shall create a relationship of
partners or joint ventures between Consultant and the Company and, except as
otherwise set forth hereinndthing herein shall be deemed to authorized
Consultant to obligate or bind the Company to any convert without the prior
written consent of the, Company in each instance.
9. INDEMNIFICATION
The Company shall hold harmless and indemnify Consultant from and against
any and all damages, losses, liabilities, obligations, fees, costs and expenses,
including but not limited to, the Payment and advancement of reasonable
attorney's fees, resulting from, or incurred in connection with claim made
against Consultant relating to the performance of its duties hereunder.
Notwithstanding the foregoing, the Company shall have no obligation to hold
harmless and indemnify Consultant from claim made against Consultant which arise
out of, or in connection with, Consultant's gross negligence in the performance
of its duties hereunder. The provision of this Section shall survive termhwion
of this Agreement. The Consultant will follow all SEC and NASD laws.
IN WITNESS WHEREOF the parties have caused this Agreement to be executed
and delivered as of the date first above written.
AMD CAPITAL LLC.
By: /s/
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STARUNI CORPORATION
By: /s/
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