CONSULTING AGREEMENT
THIS AGREEMENT is made and entered into as of April 20, 1999, by and
between AUTO NETWORK GROUP, INC., an Arizona corporation (the "Company") and
XXXXXX X. XXXXXX (the "Consultant").
W I T N E S S E T H:
WHEREAS, on this date, the Company has acquired all of the outstanding
capital stock of Xxxxxx Remarketing Services, Inc., a Minnesota corporation
("Xxxxxx"), which was founded by Consultant and for which Consultant has been
the principal executive officer;
WHEREAS, Consultant has extensive knowledge of the business, employees and
customers of Xxxxxx Seller and will be invaluable in the transition of the
business of Xxxxxx to the Company and in maintaining the Company's good
relations with Xxxxxx'x customers; and
WHEREAS, for their mutual benefit, the Company and Consultant desire to
set forth the terms and conditions of future consulting as provided herein,
NOW, THEREFORE, in consideration of these premises and the mutual
covenants and promises set forth herein, the parties hereby agree as follows:
1. CONSULTING SERVICES. During the three (3) years commencing on the date
hereof (the "Consulting Term"), the Company hereby retains Consultant to provide
consulting services under this Agreement and Consultant hereby agrees to provide
such consulting services and to comply with the other covenants, terms and
conditions of this Agreement. Consultant shall (a) use his reasonable efforts to
maintain the relationships of the customers of Xxxxxx with Xxxxxx and the
Company, and (b) consult with the Company concerning and provide such other
services in connection with the business of Xxxxxx as may be specified from time
to time by the Company's President or any Vice President. During such Consulting
Term, such consulting services requested of Consultant shall not unreasonably
interfere with the other activities of Consultant.
2. COMPENSATION. In consideration of the consulting services of Consultant
under paragraph 1 above, the Company grants Consultant an option to purchase
3,000,000 shares of the Company's common stock at $3.00 per share on the terms
of the non-qualified stock option agreement attached hereto as Exhibit A. The
Company agrees to cause the shares subject to said non-qualified stock option to
be registered on an appropriate registration statement and to maintain the
effectiveness of such registration statement so long as said non-qualified stock
option can be exercised..
3. MISCELLANEOUS.
(a) VALIDITY. Wherever possible, each provision of this Agreement
shall be interpreted so that it is valid under applicable law. In case any one
or more of the provisions of this Agreement is to any extent found to be
invalid, illegal or unenforceable in any respect under applicable law, that
provision shall still be effective to the extent it remains valid and the
validity, legality and enforceability of the remaining provisions contained
herein shall not in any way be
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affected or impaired thereby. If, moreover, any one or more of the restrictions
contained in this Agreement is for any reason held excessively broad, it shall
be construed or re-written (blue-lined) so as to be enforceable to the extent of
the greatest protection to the Company compatible with applicable law.
(b) APPLICABLE LAW. This Agreement is entered into in the State of
Minnesota and shall be construed, interpreted and enforced according to the
statutes, rules of law and court decisions of said State without regard to
conflict of laws principles.
(c) AMENDMENTS. This Agreement may be amended or superseded only by
an agreement in writing between the Company and Consultant.
(d) ATTORNEYS' FEES. If any action at law or in equity, including an
action for declaratory relief, is brought to enforce or interpret the provisions
of this Agreement, the prevailing party shall be entitled to recover reasonable
attorneys' fees and all other costs and expenses of litigation from the other
party, which amounts may be set by the court in the trial of such action or may
be enforced in a separate action brought for that purpose, and which amounts
shall be in addition to any other relief which may be awarded.
(e) ENTIRE AGREEMENT. This Agreement constitutes the entire
understanding of the parties hereto and supersedes all prior understandings,
whether written or oral, between the parties with respect to the consulting
services of Consultant with the Company or Seller. This Agreement shall
supersede any and all previously existing employment, compensation, bonus,
severance or other terms relating to the employment of Consultant with the
Company or Seller.
(f) BINDING EFFECT. This Agreement shall be binding upon and inure
to the benefit of the parties hereto and the successors and assign of the
Company and the estate of Consultant. In the event of the death of Consultant,
the Company shall pay any remaining payments under paragraph 2 to Consultant's
estate when the same are due to be paid to Consultant.
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be
executed as of the day and year first above written.
AUTO NETWORK GROUP, INC.
By /S/XXXX XXXXXXXXXXX
Xxxx Xxxxxxxxxxx, Vice President
/S/XXXXXX X. XXXXXX
Xxxxxx X. Xxxxxx
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