EXHIBIT 6.2
Consulting Agreement
3393K
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CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (the "Agreement") is entered into and effective
as of January 1, 1999 by and between WOO XXXXX XXX (the "CONSULTANT"), and
E-WORLD SECURITY, INC., a Nevada corporation ("E-WORLD").
1. RECITALS
This Agreement is entered into with reference to and in contemplation of
the following facts, circumstances and representations:
1. E-WORLD desires to engage the services of the CONSULTANT to assist
it with respect to the implementation of its Business Plan.
2. The CONSULTANT desires to provide such consulting and management
services to E-WORLD as an independent contractor and pursuant to
the terms and conditions set forth herein.
2. NATURE AND EXTENT OF CONSULTING SERVICES
2.1 TERM OF AGREEMENT: This Agreement shall be for a term of three (3)
years and shall terminate on December 31, 2001.
2.2 DUTIES OF CONSULTANT: CONSULTANT shall be required to render
consulting and management services in connection with the E-WORLD Business
Plan. Such services shall include but not necessarily be limited to
consulting with the Board of Directors, officers And advisors of E-WORLD
concerning the Business Plan in general, to assist E-WORLD in locating and
evaluating business opportunities and proprietary technologies, and to
provide cultural assistance and translation services with respect to Korean
business affairs.
2.3 DEVOTION TO DUTY: CONSULTANT agrees to devote such time as is
reasonable on an "as needed" basis with respect to the subject consulting and
management services. CONSULTANT is free to represent or perform services for
other clients, provided it does not interfere with his duties under this
Agreement.
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2.4 COMPENSATION: In consideration of the services rendered pursuant to
this Agreement, E-WORLD agrees to issue to CONSULTANT a total of FOUR HUNDRED
THOUSAND (400,000) shares of E-WORLD common stock (the "E-WORLD Shares").
2.5 NATURE OF E-WORLD SHARES: The E-WORLD Shares shall be issued
pursuant to Regulation D, Rule 504 of the Securities Act of 1933 as amended.
2.6 PRIVATE SALE ACKNOWLEDGMENT: The parties acknowledge and agree that
the issuance of the E-WORLD Shares is being undertaken as a private sale
pursuant to Regulation D, Rule 504 of the Securities Act of 1933, as amended,
and Nevada Revised Statutes Chapters 78 and 90, and is not being transacted
via a broker-dealer and/or in the public market place.
2.7 CAPACITY AND STATUS OF CONSULTANT: The capacity and status of
CONSULTANT with respect to E-WORLD is that of an independent contractor and
CONSULTANT is not to be considered as either an agent. officer or employee of
E-WORLD for any purpose whatsoever.
2.8 NONDISCLOSURE OF INFORMATION: CONSULTANT agrees that it will not at
any time, in any fashion, form or manner, either directly or indirectly,
divulge, disclose or communicate to any person, firm or corporation, in any
manner whatsoever, any information of any kind, nature, or description
concerning any matters affecting or relating to the business of E-WORLD.
2.9 ASSIGNMENT OF AGREEMENT: Due to the personal nature of the services
to be rendered by the CONSULTANT, this Agreement may not be assigned by the
CONSULTANT without the prior written consent of E-WORLD but said Agreement
will inure to the benefit of and be binding on the E-WORLD successors and
assigns.
3. COOPERATION, ARBITRATION, INTERPRETATION,
MODIFICATION AND ATTORNEY FEES
3.1 COOPERATION OF PARTIES: The parties further agree that they will do
all things necessary to accomplish and facilitate the purpose of this
Agreement and that they will sign and execute any and all documents necessary
to bring about and perfect the purposes of this Agreement.
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3.2 ARBITRATION: The parties hereby submit all controversies, claims and
matters of difference arising out of this Agreement to arbitration in San
Diego, California according to the rules and practices of the American
Arbitration Association from time to time in force. This submission and
agreement to arbitrate shall de specifically enforceable. The Agreement shall
further be governed by the laws of the State of Nevada.
3.3 INTERPRETATION OF AGREEMENT: The parties agree that should any
provision of this Agreement be found to be ambiguous in any way, such
ambiguity shall not be resolved by construing such provisions or any part of
or the entire Agreement in favor of or against any party herein, but rather
by construing the terms of this Agreement fairly and reasonable in accordance
with their generally accepted meaning.
3.4 MODIFICATION OF AGREEMENT: This Agreement may be amended or modified
in any way at anytime by an instrument in writing stating the manner in which
it is amended or modified and signed by each of the parties hereto. Any such
writing amending or modifying this Agreement shall be attached to and kept
with this Agreement.
3.3 ATTORNEY FEES: If any legal action or any arbitration or other
proceeding is brought for the enforcement of this Agreement, or because of an
alleged dispute, breach, default or misrepresentation in connection with any
of the provisions of the Agreement, the successful or prevailing party shall
be entitled to recover reasonable attorneys' fees and other costs incurred in
that action or proceeding, in addition to any other relief to which it may be
entitled.
3.6 ENTIRE AGREEMENT: This Agreement constitutes the entire Agreement
and understanding of the parties hereto with respect to the matters herein
set forth, and all prior negotiations, writings and understandings relating
to the subject matter of this Agreement are merged herein and are superseded
and canceled by this Agreement.
3.7 COUNTERPARTS: This Agreement may be signed in one or more
counterparts.
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3.8 FACSIMILE TRANSMISSION SIGNATURE: A signature received pursuant to a
facsimile transmission shall be sufficient to bind a party to this Agreement.
DATED: , 1999 BY: /s/ Woo Xxxxx Xxx
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WOO XXXXX XXX
E-WORLD SECURITY, INC.
DATED: , 1999 BY: /s/ Xxxxxx X. Xxxxxxxx
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XXXXXX X. XXXXXXXX
President
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