CONSULTING AGREEMENT
THIS Agreement is entered into by and between BIG DOG HOLDINGS, INC. (the
"Company") and FORTUNE FINANCIAL as of March 1, 1997.
RECITALS
A. Fortune Financial has been performing and desires to continue to
perform advisory and consulting services to the Company.
B. The Company wishes to continue to obtain the such services of Fortune
Financial.
AGREEMENTS
The parties do hereby agree as follows:
1. Fortune Financial shall provide to the Company for the term of this
Agreement advisory and consulting services, primarily in the areas of financial
and operational matters. In such capacity, Fortune Financial shall perform such
services for the Company or any of its affiliated companies as the President of
the Company may direct from time to time. In the performance of such services,
Fortune Financial, its officers and employees, shall serve the Company
faithfully and diligently and to the best of their abilities.
2. As full compensation for Fortune Financial's services, the Company
shall pay Fortune Financial the sum of $10,000 per month, payable on the first
of each month commencing March 1, 1997. There shall not be deducted from such
payments any withholding tax or employment tax; such taxes shall be the sole
responsibility of Fortune Financial.
3. All reasonable travel and out-of-pocket expenses incurred by Fortune
Financial in the course of providing its services shall be reimbursed by the
Company. Such expenses shall be billed, at cost, to the Company.
4. The term of this Agreement shall be one year from the date hereof.
Provided, however, that this Agreement may be terminated earlier by either party
at any time upon five calendar days' written notice delivered to Fortune
Financial by the Company's President, on the one hand, or delivered to the
Company's President by Fortune Financial, on the other hand, specifying the
termination date.
5. During and after the term of this Agreement, Fortune Financial, its
officers and employees, will not disclose to any persons any confidential
information relating to the business of the Company or any of its affiliates,
obtained while providing consulting and advisory services to the Company,
without the consent of the Company's President, except as necessary or
appropriate in the discharge of its obligations to the Company, its affiliates,
and their respective shareholders.
6. Any controversy or claim arising out of or relating to this Agreement,
or the breach thereof, shall be settled by arbitration conducted by a single
arbitrator and held in Los Angeles, California in accordance with the provisions
of California Code of Civil Procedure Section 1280, et seq., as amended, and
judgment on the award rendered by the arbitrator may be entered in any court
having jurisdiction thereof. The award shall include attorneys fees and
expenses of the party prevailing in such arbitration. This Agreement shall be
governed by and construed in accordance with the laws of the State of
California.
7. The parties hereto are independent contractors and nothing contained
in this Agreement shall be deemed or construed to create the relationship of
partnership or joint venture or principal and agent or of any association or
relationship between the parties other than that of independent contractors.
8. Any notice required to be given shall be deemed received upon receipt,
if hand-delivered, or on the third business day after the date when deposited in
the United States mail and addressed as follows:
Fortune Financial
Attn: Xxxx Xxxxx
1800 Avenue of the Stars, Suite 1112
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Big Dog Holdings, Inc.
Attn: General Counsel
000 Xxxx Xxxxxx
Xxxxx Xxxxxxx, XX 00000
IN WITNESS WHEREOF, the parties have executed this Agreement at Los
Angeles, California, effective the 1st day of March, 1997.
BIG DOG HOLDINGS, INC. FORTUNE FINANCIAL
By: /s/ XXXXXX XXXXXXXX By: /s/ XXXX XXXXX
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Its: President Its: President
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