WEB DESIGN/CONSULTATION PROGRAM AGREEMENT
This agreement is made by and between Diamond International Group, a
company havingits principal office at 0 Xxxxxxxxxx Xxxxxx, Xxxxxxxxxx, XX 00000,
(""TheCompany"") and NetSight Systems, Inc., a Delaware Corporation having
itsprincipal offices at 0000 Xxxxxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000
(""TheConsultant"".)
Inconsideration of the mutual promise contained herein and on the terms
andconditions set hereinafter set forth, the Company and the Consultant agree
asfollow:
(1.) PROVISION OF SERVICES for Diamond InternationalGroup.
(A) Consultant shall, to the extentreasonably required in the conduct of
business of the Company, place at thedisposal of the Company and its judgment
and experience and, to such extent andat the prior written request of the
President of the Company, provide webdevelopment, including without limitation
the following:
(I) Web site design:
A) Extensivegraphic design to fully incorporate the
representation of Company.
B) Specificationsand details of site tailored to Company"s
image.
(II) Domain name registration.
(III) Web programming
(IV) Ownership:
A) Companywill retain ownership of web site at its launch.
B) Website will retain the status ""Powered by NetSight".
(V) Dedication to adjustments arising at Company"s discretion forthe
next three (3) months.
(B) Please courier research report and current pressreleases to the
production department at 000 Xxxxx Xxxx, Xxxxxxxxx, XX 00000.
2. COMPENSATION
(A) The total cost for the package is100,000 free trading shares in Diamond
International Group Inc. Please issuestock certificates to Xxxx Xxxxxxxxxxx #
###-##-####. DTC transfer instructionswill be made available upon request.
3. LIABILITY;INDEMNIFICATION
(A) TheCompany shall indemnify, save harmless and defend Consultant and its
officers,directors, employees and agents (including without limitation the
Observer)from, against and in respect of any loss, damage, liability, judgment,
cost orexpense whatsoever, including counsel fees, suffered or incurred by it or
himby reason of, or on account of, its status or activities as a consultant to
theCompany hereunder (and, in the case of the Observer, his participation
inmeetings of the Board of Directors of the Company), except for any loss ,
damage,liability, judgment, cost or expense resulting from willful malfeasance,
badfaith or gross negligence in the performance of Consultant"s duties
hereunder.
(B) Consultantshall indemnify, save harmless and defend the Company and its
officers, directors,employees and agents from, against and in respect of any
loss, damage,liability, judgment, cost or expense whatsoever, including counsel
fees,suffered or incurred by it or him by reason of, or on account of,
willfulmalfeasance, bad faith or gross negligence in the performance of
Consultant"sduties hereunder.
4. STATUS OFCONSULTANT
Consultant shall at all times be an independentcontractor of the Company
and, except as expressly provided or authorized bythis Agreement, shall have no
authority to act for or represent theCompany. The Company acknowledges thatthe
Consultant may, from time to time, subcontract the performance of certainof its
services hereunder to third parties, in which event the Consultant shallbe
responsible for the timely and professional performance of such services asif
the Consultant had provided same.
5. OTHER ACTIVITIESOF CONSULTANT
The Company recognizes that Consultant now renders andmay continue to
render management and other services to other companies whichmay or may not have
policies and conduct activities similar to those of theCompany. Consultant shall
be free to render such advice and other services andthe Company hereby consents
thereto. Consultant shall not be required to devoteits full time and attention
to the performance of its duties under thisAgreement, but shall devote only so
much of its time and attention as it deemsreasonable or necessary for such
purposes.
6. TERMS
Consulting agreement will become effectiveupon receipt of signed contract and
payment.
7. IN GENERAL
This agreement sets forth the entire agreement andunderstanding between the
parties with respect to its subject matter andsupersedes all prior discussions,
agreements and understandings of every andany nature between them with respect
thereto. This agreement shall be governedby and construed in accordance with the
laws of the State of New Yorkapplicable to agreements made to be performed
entirely within such State.
IN WITNESS WHEREOF, Theparties have caused this agreement to be signed by their
respective officers orrepresentatives duly authorized on the day and year first
below written
Diamond InternationalGroup Inc.
/s/ Xxxxxxx Xxxxxxxx 7/11/01
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Xxxxxxx Xxxxxxxx Date
Chief Executive Officer
NetSight Systems, Inc.
/s/ Xxxx Xxxxxxxxxxx July 3, 2001
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Xxxx Xxxxxxxxxxx Date
Director
