EXHIBIT 10.10
January 29th, 2002
Inc. Financial Group LLC
xxx.00xx.xxx
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CONSULTING AGREEMENT FOR:
ARS NETWORKS, INCORPORATED
CONSULTANT AGREEMENT
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Agreement made this 29th day of January 2002, between ARS Networks,
Incorporated, 000 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxx Xxxx 00000 (hereinafter referred
to as "Corporation"), and Inc. Financial Group LLC. at 00000 Xxxx X. Xxxxxxx
Xxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 (hereinafter referred to as
"Consultant"):
In consideration of the mutual promises contained in this Agreement, the
contracting parties agree as follows:
RECITALS:
The Corporation desires to engage the services of the Consultant to act as
special corporate development counsel for the Corporation and to perform
consulting services regarding all phases of the Corporation's "Public Relations"
in the area of investor relations and broker/dealer relations as such may
pertain to the operation of the Corporation's business.
The Consultant desires to consult with the Board of Directors, the Officers
of the Corporation, and certain administrative staff members of the Corporation,
and to undertake for the Corporation consultation as to the company's public
relations activities involving corporate relations and relationships with
various broker/dealers involved in the regulated securities industry.
AGREEMENT
TERM
1. The respective duties and obligations of the contracting parties
shall be for a period of SIX (6) months commencing on the date first appearing
above. This Agreement may be terminated by either parties only in accordance
with the terms and conditions set forth in Paragraph 7, below.
SERVICES PROVIDED BY CONSULTANT
2. Consultant will provide consulting services in connection with the
Corporation's "public relations" dealings with NASD broker/dealers and the
investing public. (At no time shall the Consultant provide services which would
require Consultant to be registered and licensed with any federal or state
regulatory body or self-regulating agency.) During the term of this Agreement,
Consultant will provide those services customarily provided for a public
relations firm to a Corporation, including but not necessarily limited to the
following:
(a) Aiding a Corporation in developing a marketing plan directed at
informing the public as to the business of the Corporation; and
(b) Providing assistance and expertise in devising an advertising campaign
in conjunction with the marketing campaign as set forth in (a) above; and
(c) Advise the Corporation in dealing with institutional investors as it
pertains to the Company's offerings of its securities; and
(d) Aid and advise the Corporation in establishing a means of securing
nationwide interest in the Corporation's securities; and
(e) Aid and assist the Corporation in developing an (investor friendly)
"web site"
(f) Aid and consult the Corporation in the preparation and dissemination of
all "due diligence" packages requested by and furnished to NASD
registered broker/dealers and/or other institutional and/or fund managers
requesting such information from the Corporation; and
..
COMPENSATION
3. In consideration for the services provided by Consultant to
Corporation, the Corporation shall pay or cause to be delivered to the
Consultant, on the execution of this Agreement, or as otherwise provided, the
following:
(a) 1,000,000 free trading shares of company stock to be delivered day of
signing.
COMPLIANCE
4. In the event the shares of the Corporation are not presently trading
on any recognized market, the said shares delivered by Corporation to Consultant
will, at that particular time, be "free trading," or, if a registration is
contemplated, the shares shall have "piggy back" registration rights and will,
at the expense of the Corporation, be included in said registration.
REPRESENTATIONS OF CORPORATION
5. (a). The Corporation, upon entering this Agreement, hereby warrants
and guarantees to the Consultant that all statements, either written or oral,
made by the Corporation to the Consultant are true and accurate, and contain no
misstatements of a material fact. The Corporation acknowledges that the
information it delivers to the Consultant will be used by the Consultant in
preparing materials regarding the Company's business, including but not
necessarily limited to, its financial condition, for dissemination to the
public. Therefore, in accordance with Paragraph 6, below, the Corporation shall
hold harmless the Consultant from any and all errors, omissions, misstatements,
negligent or intentional misrepresentations, in connection with all information
furnished by Corporation to Consultant, in accordance with and pursuant to the
terms and conditions of this Agreement for whatever purpose or purposes the
Consultant sees fit to use said information. The Corporation further represents
and warrants that as to all matters set forth within this Agreement, the
Corporation will maintain independent legal counsel to advise the Corporation of
all matters concerning, but not necessarily limited to, corporate law, corporate
relations, investor relations, all manners concerning and in connection with the
Company's activities regarding the Securities Act of 1933 and 1934, and state
Blue Sky laws.
(b). In addition to the representations and warranties set forth above,
the Corporation further warrants to the Consultant that the share makeup of the
Corporation is as follows:
1. Authorized: 50,000,000 shares.
3. Outstanding: 18,500,000 shares. (est)
4. Free trading: (Float) 5,000,000 shares.
5. Shares subject to Rule 144 restrictions: (est) 3,500,000 shares.
REPRESENTATIONS OF THE CONSULTANT
6. The Consultant represents to the Company that:
a. The Consultant has the expertise, skills and resources to perform the
services as outlined in paragraph 2 above; and
b. The Consultant has never been fined, censured or restricted from
providing such services by any Federal or State regulatory authority.
LIMITED LIABILITY
7. With regard to the services to be performed by the Consultant
pursuant to the terms of this Agreement, the Consultant shall not be liable to
the Corporation, or to anyone who may claim any right due to any relationship
with the Corporation, or any acts or omissions in the performance of services on
the part of the Consultant, or on the part of the agents or employees of the
Consultant, except when said acts or omissions of the Consultant are due to its
willful misconduct or culpable negligence.
TERMINATION
8. This Agreement may be terminated by either party upon the giving of
not less than thirty (30) days written notice, delivered to the parties at such
address or addresses as set forth in Paragraph 9, below.
In the event this Agreement is terminated by the Corporation, compensation
to the consultant will be adjusted as follows:
a) In the event that this Agreement is terminated by the Corporation within
the first three months of the Agreement, the consultant will retain 2/3 of the
fees paid pursuant to paragraph 3 above and return 1/3 to the corporation.
b) In the event that the Corporation terminates this contract after the
initial three month term has expired, the Consultant will retain the entire fee
pursuant to paragraph 3 above.
In the event this Agreement is terminated by Consultant, a portion of the
compensation paid by Corporation to Consultant shall be "back-charged" to
Consultant, and payable to the Corporation as follows:
a) In the event the Agreement is terminated by the Consultant in months 1
through 3, Consultant shall repay to Corporation two thirds (2/3rds) of the fees
paid pursuant to Paragraph 3 above.
b) In the event the Consultant terminates this Agreement during months 4
through 6, the Corporation shall be entitled to a return of fifty percent (50%)
of the fees paid in accordance with Paragraph 3 above; thereafter, all fees paid
shall be deemed earned.
In the event of a termination by either party, any repayment of funds or
stock due from Consultant to Corporation may be paid either in cash or the
equivalent number of shares of the Corporation received by Consultant from the
Corporation in accordance with Paragraph 3 above, payable at the option of the
Consultant. The valuation of said shares for purposes of repayment of shares,
shall be the bid price of said shares as of the date shares are tendered back to
the Corporation. If there is no bid price, then the price shall be agreed to,
by separate writing, to be determined by the parties upon the execution of this
agreement.
NOTICES
9. Notices to be sent pursuant to the terms and conditions of this
Agreement, shall be sent as follows:
As to Consultant:
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Inc. Financial Group LLC
00000 Xxxx X Xxxxxxx Xxxxx Xxx 000
Xxxxxxxxx, XX 00000
As to Corporation:
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ARS Networks, Incorporated
000 Xxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
ATTORNEYS' FEES
10. In the event any litigation or controversy, including arbitration,
arises out of or in connection with this Agreement between the parties hereto,
the prevailing party in such litigation, arbitration or controversy, shall be
entitled to recover from the other party or parties, all reasonable attorneys'
fees, expenses and suit costs, including those associated within the appellate
or post judgment collection proceedings.
ARBITRATION
11. In connection with any controversy or claim arising out of or
relating to this Agreement, the parties hereto agree that such controversy shall
be submitted to arbitration, in conformity with the Federal Arbitration Act
(Section 9 U.S. Code Section 901 et seq), and shall be conducted in accordance
with the Rules of the American Arbitration Association. Any judgment rendered as
a result of the arbitration of any dispute herein, shall upon being rendered by
the arbitrators be submitted to a Court of competent jurisdiction within the
State of North Carolina or in any state where a party to this action maintains
its principal business or is a Corporation incorporated in said state.
GOVERNING LAW
12. This Agreement shall be construed under and in accordance with the
laws of the State of North Carolina, and all obligations of the parties created
under it are performed in Charlotte, North Carolina. Further, in any controversy
arising out of this Agreement, wherein arbitration is elected, the venue for
said arbitration shall be in Mecklenburg County, North Carolina, and all parties
hereby consent to that venue as the proper jurisdiction for said proceedings
provided herein.
PARTIES BOUND
13. This Agreement shall be binding on and inure to the benefit of the
contracting parties and their respective heirs, executors, administrations,
legal representatives, successors, and assigns when permitted by this Agreement.
LEGAL CONSTRUCTION
14. In case any one or more of the provisions contained in this
Agreement shall for any reason be held to be invalid, illegal, or unenforceable
in any respect, the invalidity, illegality, or unenforceability shall not affect
any other provision, and this Agreement shall be construed as if the invalid,
illegal, or unenforceable provision had never been contained in it.
PRIOR AGREEMENTS SUPERSEDED
15. This Agreement constitutes the sole and only Agreement of the
contracting parties and supersedes any prior understandings or written or oral
agreements between the respective parties. Further, this Agreement may only be
modified or changed by written agreement signed by all parties hereto.
MULTIPLE COPIES OR COUNTERPARTS OF AGREEMENT
16. The original and one or more copies of this Agreement may be
executed by one or more of the parties hereto. In such event, all of such
executed copies shall have the same force and effect as the executed original,
and all of such counterparts taken together shall have the effect of a fully
executed original. Further, this Agreement may be signed by the parties and
copies hereof delivered to each party by way of fascimilie transmission, and
such fascimilie copies shall be deemed original copies for all purposes if
original copies of the parties' signatures are not delivered.
*Inc Financial Group LLC CANNOT use any shares received from ARS Networks
Inc. to cover any short positions.
HEADINGS
17. Headings used throughout this Agreement are for reference and
convenience, and in no way define, limit or describe the scope or intent of this
Agreement or effect its provisions.
IN WITNESS WHEREOF, the parties have set their hands and seal as of the
date written above.
ARS Networks, Incorporated
BY: /s/ Xxxxxx Xxxxxxx
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President
Inc. Financial Group LLC
BY: /s/ Xxxxx Xxxx
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President
Instructions for delivery of stock certificates or checks::
MAILING CERTIFICATES OR CHECKS
Inc. Financial Group LLC
00000 Xxxx X Xxxxxxx Xxxxx Xxx 000
Xxxxxxxxx, XX 00000
a. DTC Instructions
Please DTC 1,000,000 shares of ARSN to the following account:
Inc. Financial Group LLC
Xxxxxxx Xxxxx Financial
DTC # 0725
