CONSULTING AND MANAGEMENT
SERVICES AGREEMENT
This consulting and management services agreement (the "Agreement") is made
effective as of the 1st day of January 1999 by and between Nevtah Capital
Management Corporation, a Nevada corporation (the "Company") and RLK
International Group, Inc., a _____ corporation ("RLK").
WHEREAS the Company was initially organized for the purpose of generally
seeking and identifying investment opportunities in certain companies that
demonstrate potential for long-term growth;
WHEREAS management of the Company identified such an investment opportunity
and entered into an agreement dated June 4, 1998 with Petroleum Asset Management
Corporation, a Delaware corporation ("Pamco") for the joint commercialization of
proprietary and patentable technology developed by Pamco (the "Pamco
Agreement"); and
WHEREAS during December 1999, the Company and Pamco agreed that (i) the
Pamco Agreement would be terminated, and (ii) Xxxxxxxxxxx.xxx, Inc., a Nevada
corporation ("Cybersensor") would grant to the Company a non-exclusive license
to market and distribute the proprietary technology in Europe; and
WHEREAS the board of directors of the Company has approved the engagement
of RLK to provide a wide range of administrative, financial, marketing,
international services, and other services with respect to the ongoing and full
time business operations of the Company.
NOW THEREFORE in consideration of the premises and mutual covenants and
agreements herein contained, and other good and valuable consideration the
receipt and adequacy of which is hereby acknowledged, the parties agree as
follows.
ARTICLE I - DUTIES AND DEVOTION OF TIME
1.1 RLK agrees to provide the Company with financial, administrative,
marketing, promotional and international services. RLK shall have the obligation
and duty to conduct business related acts on behalf of the Company as directed
by management of the Company, as are customarily done or deemed necessary for
the operation of the Company. Such services shall include but are not limited to
the following:
o International Business Relations and Strategy
o Investor/Shareholder Relations and Liaison
o Press Release and Public Disclosure
o Corporate Information Distribution and Public Relations
o Business Planning/Operating Budget
o Bookkeeping/Financial Statement Generation
o Annual Report Creation and Production
o Auditor Liaison
o Banking/Record Keeping and Documentation
o Legal Liaison
o Corporate Minutebook Maintenance/Record Keeping
o Transfer Agent Liaison
o General Administration
o Funding Services
o Private Offering Structure
1.2 RLK shall provide for performance of the business functions described
above in Section 1.1 (hereinafter "Consulting Services") relating to the
business of the Company commensurate with the Company's requirements as it
pertains to the Company's ongoing development and growth. RLK shall provide for
all acts and duties as are reasonably necessary for the efficient and proper
operation and development of the Company's operations and, without limiting the
generality of the foregoing, shall include all matters related directly or
indirectly to the current functioning business operations of the Company.
1.3 In conducing its duties under this Agreement, RLK shall report to the
board of directors of the Company or to any appointed officer or agent as
directed by the Company.
1.4 The Company agrees that RLK may have or acquire business, financial or
consulting service interests in other companies or properties and agrees that
RLK may devote reasonable time to such other outside companies and business
affairs so long as these duties do not affect RLK's ability to perform its
duties in accordance with the provisions of this Agreement.
ARTICLE II - REMUNERATION AND TERM
2.1 The Company shall pay to RLK an amount not greater than the average of
$______ U.S. dollars per calendar month during the term of this Agreement. The
fees charged by RLK to the Company shall be based on actual services provided
and variable levels of such services required in any month by the Company.
2.2 RLK shall provide to the Company a monthly statement describing
performance of actual services provided and fees charged by the tenth 10th day
of the preceding month. The Company shall remit payment to RLK within ten (10)
days after receipt of the monthly statement.
2.3 The effective date of this Agreement shall be January 1, 1999 and this
Agreement shall continue for a term of 24 months from such date.
ARTICLE III - REIMBURSEMENT OF EXPENSES
3.1 The Company shall bear all expenses and costs incurred by RLK so long
as such expenses and costs are for the sole and exclusive benefit of the Company
and relate directly to the performance by RLK of its duties hereunder.
3.2 RLK shall provide to the Company a monthly statement describing such
expenses and costs incurred by the tenth (10th) day of the preceding month. The
Company shall remit reimbursement payment to RLK within ten (10) days after
receipt of the monthly statement.
ARTICLE IV - TERMINATION OF AGREEMENT
4.1 This Agreement may be terminated by either party in the event of any
material breach of this Agreement by the other party if not cured within sixty
(60) days after written notification thereof by the other party. Such
notification of breach shall be in writing, shall specify the breach, and may
set forth the date of which this Agreement shall terminate if cure is not
effected. Alternatively, a written termination notice may be given promptly
following written notice of the breach and a failure to cure within sixty (60)
days of the written notice of breach.
4.2 Notwithstanding any other provision contained herein, the Company and
RLK agree that in the event either party desires to terminate this Agreement
without cause, such party shall provide a one (1) month written notice to the
other party, and the other party may consent to such termination, which consent
shall not be unreasonably withheld.
ARTICLE V - INDEMNIFICATION
5.1 The Company shall indemnify and hold harmless RLK and its employees,
officers, directors, shareholders and agents from and against any and all
liability, loss, damages, costs or expenses which such party may incur, suffer
or be required to pay resulting from or arising in connection with the
performance of any of the Consulting Services, except for such party's own gross
negligence or willful misconduct.
ARTICLE VI - MISCELLANEOUS PROVISIONS
6.1 This Agreement may be assigned by either party pursuant to a sale of
substantially all assets of the party's business. Any such assignment shall bind
the assignee to all the obligations of the assignor under this Agreement.
Notwithstanding the prior sentence, neither party shall otherwise have the right
to assign this Agreement without the prior written consent of the other party,
which consent shall not be unreasonably withheld.
6.2 This Agreement and all matters connected with the performance thereof
shall be construed in accordance with the laws of the State of Nevada.
6.3 This Agreement contains the entire agreement between the parties and
supersedes any and all prior agreements and understandings, whether written or
oral, between the parties.
6.4 All notices required by this Agreement shall be made by mail addressed
to:
If to the Company:
Nevtah Capital Management Corporation
0000 XXX Xxxxxxxxx, Xxxxx 000
Xxxx Xxxxx Xxxxxxx, Xxxxxxx 00000
If to RLK:
RLK International Group, Inc.
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6.5 The provisions of this Agreement shall bind and inure to the benefit of
the successors and assigns of the parties hereof.
IN WITNESS WHEREOF, the parties have affixed their signature as of the
dates given below.
NEVTAH CAPITAL MANAGEMENT CORPORATION,
a Nevada corporation
By:_____________________________
RLK INTERNATIONAL GROUP, INC.,
a __________ corporation
By:_____________________________
