CONSULTING SERVICES CONTRACT
WITH REGISTRATION SERVICES OF NEVADA, INC.
This consulting services agreement ("Consulting Agreement") is
made as of this 28th day of May, 2001, by and between the undersigned
Registration Services of Nevada, Inc. ("Consultant"), with an office located at
000 X 00xx Xx, Xxx Xxxxx, Xxxxxx 00000, and Xxxxxx.xxx Inc., 000 Xxxx Xxxx
Xxxxx-XXX - 000, XX 000 Xxxxxxxx Xxxx Xx 00000 (referred to
herein as the "Company"), with Consultant and Company collectively
sometimes herein referred to as the "Parties". The Parties hereto, for
good and valuable consideration the receipt and sufficiency of which is hereby
acknowledged, hereby agree as follows:
WHEREAS, the Company (a Nevada corporation) is a fully reporting
company whose securities are traded on the Over-the-Counter Bulletin
Board under the ticker symbol "BKTV"; and
WHEREAS, Registration Services of Nevada, Inc. is in the business of
consulting with private and public companies regarding issues of business
development, computer systems, computer Information Technology, accounting
systems, and related technologies;
strategies;
WHEREAS, the Company wishes to retain the Consultant on a non-
exclusive basis; and
IT IS, THEREFORE agreed that:
1. Services. The Company shall retain the Consultant to provide an accounting
system to include software and installation, review and revise as necessary the
Company's Internal Control System, provide data entry and data conversion
services for the next 12 months, monitor computer activity and related
financial reports and provide computer information technology and management
advisory services for the next twelve months. The Consultant shall agree to
make himself available for the foregoing purposes and devote such business time
and attention thereto as it shall determine is required.
The Company understands that any and all suggestions, opinions or
advice given to the Company by Consultant are advisory only and the ultimate
responsibility, liability and decision regarding any action(s) taken or
decisions made lies solely with the Company and not with Consultant.
2. Term. The term of this Consulting Agreement shall be from the 1st day of
June, 2001 hereof until May 31, 2002 (the "Term").
3. Compensation. As compensation for entering into this Consulting
Agreement and for services rendered over the Term, the Consultant shall
Be issued Three Million Five Hundred Thousand (3,500,000) shares of Xxxxxx.xxx,
Inc. common stock, par value $.001 per share. The stock is to be issued
pursuant to the consent of the Company's Board of Directors, shall be issued in
the name of Xxxxxxx Xxxxxxx. The Company hereby agrees to register the shares
of common stock on a Form S-8 registration statement and the Company shall
obtain the requisite opinion letter from its corporate counsel as to the
legality of such registration.
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4. Arbitration. The parties hereby agree that any and all claims
(except only for requests for injunctive or other equitable relief)
whether existing now, in the past or in the future as to which the
parties or any affiliates may be adverse parties, and whether arising
out of this Consulting Agreement or from any other cause, will be
resolved by arbitration before the American Arbitration Association
within the State of Nevada. The parties hereby irrevocably consent to the
jurisdiction of the American Arbitration Association and the situs of
the arbitration (and of any action for injunctive or other equitable
relief) within the State of Nevada. Any award in arbitration may be
entered in any domestic or foreign court having jurisdiction over the
enforcement of such awards. The law applicable to the arbitration and
this Consulting Agreement shall be that of the State of Nevada, determined
without regard to its provisions which would otherwise apply to a question
of conflict of laws.
5. Miscellaneous.
5.1 Assignment. This Agreement is not transferable or assignable.
5.2 Execution and Delivery of Agreement. Each of the parties shall
be entitled to rely on delivery by fax transmission of an executed copy
of this agreement by the other party, and acceptance of such fax copies
shall create a valid and binding agreement between the parties.
5.3 Titles. The titles of the sections and subsections of this
agreement are for the convenience of reference only and are not to be
considered in construing this agreement.
5.4 Severability. The invalidity or unenforceability of any
particular provision of this agreement shall not affect or limit the
validity or enforceability of the remaining provisions of this
agreement.
5.5 Entire Agreement. This agreement constitutes the entire
agreement and understanding between the parties with respect to the
subject matters herein and supersedes and replaces any prior agreements
and understandings, whether oral or written, between them with respect
to such matters.
5.6 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the date first above mentioned.
XXXXXX.XXX, INC.
By:
-----------------------
Xxxxx X. Xxxxxx, CEO
AGREED AND ACCEPTED
By: ---------------------
Registration Services of Nevada, Inc.
XXXXXX.XXX, INC.
By: /s/ Xxxxx X. Xxxxxx
-------------------------------------------
Xxxxx X. Xxxxxx
President
"CONSULTANT"
X. X. Xxxxxxx
By: /s/ X. X. Xxxxxxx
-------------------------------------------
Signature
X. X. Xxxxxxx
000 X. 00xx Xxxxxx
Xxx Xxxxx XX 8911
3,500,000 Shares. Number of Shares to be issued
to X. X. Xxxxxxx pursuant to this agreement.
