EXHIBIT 10.8
CONSULTING AGREEMENT
This CONSULTING AGREEMENT ("Agreement") is entered into by and between
Blade Internet Ventures Inc. ("Blade") and Hanover Capital Corp. ("Consultant")
this 15th day of October 2001.
WHEREAS, Blade is in need of consulting services and assistance
relating to locating potential market makers to file the necessary paperwork in
order for Blade to become publicly traded on the Electronic Bulletin Board.
WHEREAS, Consultant has extensive experience in the area of equity
markets and has numerous contacts in the investment industry; and
WHEREAS, Blade desires to engage Consultant to provide advice and
counsel regarding the above-referenced areas and Consultant desires to accept
such engagement.
NOW, THEREFORE, in consideration of mutual agreements and covenants
hereinafter set forth, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
SECTION 1. SCOPE OF SERVICES. Blade hires Consultant to provide
services in connection with the preparation and filing of a Form 15c2-11 and the
submission of the Form 15c2-11 to interested broker-dealers for possible
submission to the NASD in order for Blade's common stock to be traded on the
Electronic Bulletin Board. Consultant shall assist Blade in responding to
questions and inquiries from the NASD and broker-dealers regarding the
information contained in the Form 15c2-11. Blade shall not provide trading or
market support for Blade's securities once said stock is trading and its
compensation is not based upon such support. The Consultant will not provide any
financial public relations nor assist in the raising of capital or other
financing for Blade under this Agreement.
Consultant shall provide those services reasonably required to
represent and assist Blade and shall take reasonable steps to keep Blade
informed of its progress. Blade acknowledges that Consultant may provide
services to other entities. Consultant agrees not to disclose or reveal any
confidential or proprietary information it obtains as a result of its
association with Blade to anyone outside Blade.
SECTION 2. COMPENSATION. Consultant will be paid as follows:
A. $100,000 upon preparation of the Form 15c2-11 referred to in
Section 1 hereof.
B. 300,000 shares with piggyback registration rights and WITHOUT
ANTI-DILUTION RIGHTS, forthwith.
SECTION 3. TERMS OF AGREEMENT. The Agreement will terminate once
the agreed upon services are provided.
SECTION 4. TERMINATION. Blade or Consultant may terminate this
Agreement upon the giving of thirty (30) days advance written notice to the
other party. Termination notwithstanding, Consultant shall still be entitled to
be paid all amounts earned under this Agreement no later than the effective date
of the termination if termination is due to Blade's failure to respond to
requests for information or documentation in a timely fashion or if Blade fails
to carry out its obligations and responsibilities under this Agreement.
SECTION 5. DESIGNATION AS INDEPENDENT CONTRACTOR. It is hereby
understood and agreed that Consultant is an independent contractor of Blade and
that neither Consultant nor Blade shall assume any liability whatsoever for
activities or acts of the other, directly or indirectly. It is also hereby
expressly acknowledged and agreed this engagement agreement in no way creates
any joint venture or partnership between the parties hereto nor is consultant an
agent for Blade. Consultant has no authority, express or implied, to bind Blade
to any contracts or agreements.
SECTION 6. REPRESENTATIONS AND WARRANTIES. It is expressly agreed
and understood by Blade that the Consultant will introduce Blade to certain
broker-dealers that may be interested in filing a Form 211 on Blade's behalf so
that Blade's common stock may be traded on the Electronic Bulletin Board. The
ultimate decision of whether or not to file the 15c2-11 rests with each
broker-dealer and not with the Consultant. Additionally, the ultimate decision
as to whether or not Blade's stock can trade on the Electronic Bulletin Board
rests with the NASD, not the Consultant or the broker-dealer. In addition, Blade
represents and warrants as follows:
A. Blade acknowledges that the Consultant recommended Blade to
file the necessary forms with the SEC in order to become a
reporting company so that Blade could trade on the OTC
Electronic Bulletin Board.
B. Blade acknowledges and agrees to promptly provide all
necessary documents and information to Consultant and any
other necessary parties in order to complete the Form 15c2-11
and to respond to any inquiries for information from the NASD
or the broker-dealer in a prompt manner. Any delays in
responding to requests for information will delay the trading
of the Blade stock on the Electronic Bulletin Board.
C. Blade represents and warrants that the Consultant has only
been retained to provide the services contained herein and no
other services have been offered nor agreed to.
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D. Blade represents and warrants that it understands that the
ultimate decision regarding whether Blade's stock can be
traded on the Electronic Bulletin Board rests with the
broker-dealers and the NASD, that while Consultant will use
its best efforts to help Blade achieve said listing,
Consultant cannot guarantee that said listing will ultimately
occur and Consultant's fee is not contingent upon listing in
the Electronic Bulletin Board happening.
E. Continued listing and stock performance is entirely up to
Blade meeting its projections and successfully operating its
company.
SECTION 7. MISCELLANEOUS.
A. The validity and interpretation of this Agreement and each
clause and part thereof shall be governed by and construed in
accordance with the laws and regulations of the State of
Colorado.
B. Any consent required under this Agreement shall not be
unreasonably withheld.
C. Any notices required under this Agreement shall be deemed to
be in compliance if transmitted via facsimile to the principal
place of business of either party hereto or if mailed,
certified mail, return receipt requested.
D. This Agreement is the entire agreement of the parties and
shall supersede any previously executed agreements between the
parties relating to the subject matter whereof. Any amendments
to this Agreement must be in writing and signed by the
authorized representatives of all parties.
E. No provision of this Agreement may be waived except by an
agreement in writing signed by the waiving party.
F. Throughout this Agreement, the singular shall include the
plural, the plural shall include the singular, the masculine
and the neuter shall include the feminine, wheresoever the
context so requires.
G. If any provisions of this Agreement are declared by any court
of competent jurisdiction to be invalid for any reason, such
invalidity shall not affect the remaining provisions. Such
remaining provisions shall be fully severable and this
Agreement shall be construed as if such invalid provisions had
never been inserted in this Agreement.
H. Further Instruments. The parties shall execute and deliver any
and all such other instruments and shall take any and all such
other actions as may be reasonably necessary to carry the
intent of this Agreement into full force and effect.
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I. This Agreement supersedes and replaces all previous agreements
between the parties hereto.
IN WITNESS WHEREOF, the parties have set their hands and seals
the day first hereinabove written.
Blade Internet Ventures Inc.
By:
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Xxxxx Xxxxxxxx, President
Hanover Capital Corp.
By:
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Xxxxx X. Xxxx, President
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