CONSULTING AGREEMENT
AS OF JUNE 17, 1996
Mr. Xxxxx Xxxxxx
0000 Xxxxx Xxxxx
Xxx Xxxxx, Xxxxxx 00000
Dear Xx. Xxxxxx:
This letter sets forth the arrangements, terms and conditions
pursuant to which Xxxxx Xxxxxx or his "Nominee" (the "Consultant") has been
retained to serve as a consultant and advisor to Atlantic International Capital,
Ltd. (the "Company") for a period of thirty-six (36) months, commencing as of
June 1, 1996. The undersigned hereby agree to the following terms and
conditions:-
1. DUTIES AS CONSULTANT: Consultant shall, at the request of the
Company, upon reasonable notice, render the following services to the Company
from time to time:
(a) INTRODUCTIONS ON THE INTERNET. The Consultant will
act as the Internet Casino Spokesman pursuant to which the
Consultant would, among other activities, provide audio
introductions of the Company's services on the Internet. The form
and content of this introduction will be as the Company may
reasonably determine, as long as the content is not false
advertising.
(b) SPOKESPERSON. The Consultant will function generally
as a spokesperson for the Company. In this capacity, the Consultant
may be featured, at the discretion of the Company, in print and
media campaigns and may play a role in infomercials produced by the
Company. The Consultant would also, at the discretion of the
Company, provide other public relations services. Company shall
consult with the Consultant prior to the release of any material
that contains Consultant's I age or words, and receive prior written
approval from Consultant. Consultant shall not reasonably withhold
such approval.
(c) PERFORMANCES. The Consultant sand the Company will
consider the performance by the consultant at properties that may be
acquired in the future by the Company. The terms of such
performances will be as set forth in a separate agreement between
the parties hereto.
2. COMPENSATION.
(a) As compensation for Consultant's services hereunder, the
company shall pay to Consultant 5,000 (Five Thousand) shares of Company stock of
the Company during each year of the three-year term of this agreement. The
shares shall be issued to Consultant at the end of each successive three-month
period following the date hereof. The number of shares to be granted is based
upon but not more than 9,000,000 shares of common stock of the Company (or its
successor) to be outstanding following completion of an anticipated share
exchange. Consultant's stock shall be fully transferable and not lettered stock.
(b) A cash fee will be paid for each activity participated in. A
fee proposal will be presented prior to each planned event/activity for
acceptance.
(c) All reasonable out-of-pocket expenses incurred by Consultant in
the performance of the services to be rendered hereunder shall be borne by the
Company, provided prior authorization is received therefor.
3. AVAILABLE TIME. Consultant shall make available to the Company, at
the request of the Company, up to (ten) hours per month (exclusive of travel
time).
4. RELATIONSHIP. Nothing herein shall constitute Consultant as an
employee or agent of the company, except to such extent as might hereinafter be
agreed upon for a particular purpose. Except as might hereinafter be expressly
agreed Consultant shall not have the authority to obligate or commit the Company
in any manner whatsoever. Company herein states that the business it is engaged
in is not illegal. If the business is deemed to be illegal then Consultant shall
immediately be released from this contract but shall still be entitled to keep
all of the stock.
5. INDEMNIFICATION. The Company shall pay on behalf of the Consultant
and consultant's executors, administrators or assigns, any amount which
Consultant is or becomes legally obligated to pay as a result of any claim or
claims made against Consultant by reason of the fact of Consultant`s service to
the Company pursuant to this Agreement or otherwise based upon his relationship
to the Company or because of any actual or alleged breach of duty, neglect,
error, misstatement, misleading statement, omission or other act done, or
suffered or wrongfully attempted by Consultant in Consultant's capacity on
behalf of the Company. The payments that the Company will be obligated to make
hereunder shall include (without limitation) damages, judgements, settlements,
costs and expenses of investigation, costs and expenses of defense of legal
actions, claims and proceedings and appeals therefrom, and costs of attachments
and similar bonds. The Company shall not be liable under this Agreement to make
any payment in connection with any claim made against Consultant: (I) for which
payment is actually made to Consultant under an insurance policy maintained by
the Company, except in respect of any excess beyond the amount of payment under
such insurance; (ii) for which Consultant is indemnified by the Company
otherside than pursuant to this Agreement; (iii) based upon or attributable to
Consultant gaining in fact any personal profit or advantage to which he was not
legally entitled; (iv) for an accounting of profits made from the purchase or
sale by Consultant or securities of the Company of the Company within the
meaning of Section 16(b) of (v) brought about or contributed to by the
dishonesty of Consultant. Consultant, as a condition precedent to his right to
be indemnified under this Agreement, shall give to the Company notice in writing
as soon as practicable of any claim made against him for which indemnity will or
could be sought under this Agreement.
6. ASSIGNMENT AND TERMINATION. This Agreement shall not be assignable
by any party except to successors to all or substantially all of the business of
either the Consultant or the Company nor may this Agreement be terminated by
either party for any reason whatsoever without the prior written consent of the
other party, which consent may be arbitrarily withheld by the party whose
consent is required.
7. CHOICE OF LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida. Any actions brought in respect
of this Agreement shall be brought in courts in the State of Florida.
VERY TRULY YOURS AGREED AND ACCEPTED
ATLANTIC INTERNATIONAL XXXXX XXXXXX/OR NOMINEE
CAPITAL, LTD.
/s/ Xxxxxxx X. Xxxxxxx /s/ Xxxxx Xxxxxx
-------------------------- -------------------------
By: Xxxxxxx X. Xxxxxxx By: Xxxxx Xxxxxx
President
Date: 6/20/96 Date: 6/21/96
