EX-10.1
CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") is entered into this
1st day of January, 2001, by and between World Am Communications, Inc.
(the "Company") and Xxxxx Xxxxxx (the "Consultant").
WHEREAS, Consultant is skilled in providing strategic business
planning;
WHEREAS, the Company desires to engage Consultant to provide
business planning and other services to the Company;
NOW THEREFORE, in consideration of the mutual covenants contained
herein and other good and valuable consideration it is agreed:
1. The Company hereby engages the Consultant and the Consultant
hereby accepts this engagement on a non-exclusive basis pursuant to
the terms and conditions of this Consulting agreement.
2. Consultant shall assist the Company with public mergers and
acquisitions. Consultant will also assist the Company in connection
with general business strategy and marketing. Consultant agrees to
act on "special assignments" as mutually agreed and will carry the
title of "Consultant on Special Assignment".
3. In order to assist Consultant with his activities, the Company
will provide Consultant with such information, as may be required by
Consultant. Company will make available to Consultant copies of all
material agreements, notice of pending or threatened litigation and
notice of all press releases.
4. Consultant agrees that he has not been retained for any of the
following activities and/or purposes:
A. For capital raising or for promotional activities regarding
the Company's securities.
B. To directly or indirectly promote or maintain a market for
the Company's securities.
C. To act as a conduit to distribute S-8 Securities to the
general public.
D. To render investor relations services or shareholder
communications services to the Company.
E. To render advice to the Company regarding the arrangement or
effecting of mergers involving the Company that have the effect of
taking a private company public.
5. In consideration of the services to be provided, Consultant shall
receive a fee of 1,000,000 shares of the Company's common stock..
6. The Company will register these shares pursuant to a registration
statement on Form S-8.
7. During the term of this Agreement, each party may have access to
trade secrets, know how, formulae, customer and price lists all of
which are valuable, special, proprietary and unique assets of each.
The parties agree that all knowledge and information which each other
shall acquire during the term of this Agreement shall be held in trust
and in a fiduciary capacity for the sole benefit of the other party,
its successors and assigns, and each agrees not to publish or divulge
either during the term of this Agreement or subsequent thereto,
knowledge any technical or confidential information acquired during
the term of this Agreement. At the termination of this Agreement, or
at any other time either party may request the other party deliver to
the other, without retaining any copies, notes or excerpts thereof,
all memoranda, diaries, notes, records, plans, specifications,
formulae or other documents relating to, directly or indirectly, any
confidential information made or compiled by, or delivered or made
available to or otherwise obtained by the respective parties.
However, the foregoing shall not prohibit Consultant from engaging in
any work at any time following the termination of this Agreement,
which does not conflict with the terms of this Agreement.
8. Except as other wise provided herein, any notice or other
communication to any party pursuant to or relating to this Agreement
and the transactions provide for herein shall be deemed to have been
given or delivered when deposited in the United States Mail,
registered or certified, and with proper postage and registration or
certification fees prepaid, addressed at their principal place of
business or to such other address as may be designated by either party
in writing.
9. This Agreement shall be governed and interpreted pursuant to the
laws of the State of Colorado, the parties agree to the jurisdiction
of the district courts with venue in Xxxxx county Colorado. In the
even of any breach of this Agreement, the prevailing party shall be
entitled to recover all costs including reasonable attorney's fees and
those that may be incurred on appeal.
10. This Agreement may be executed in any number of counterparts,
each of which when so executed and delivered shall be deemed an
original, and it shall not be necessary, in making proof of this
Agreement to produce for more than one counterpart.
IN WITNESS WHEREOF, the parties hereto have subscribed their
hands and seals the day and year first above written.
CONSULTANT: THE COMPANY:
Xxxxx Xxxxxx World Am Communications, Inc.
/s/ Xxxxx Xxxxxx By: /s/ Xxxxx Xxxxxxxxx
Xxxxx Xxxxxx Xxxxx Xxxxxxxxx, President
