STOCK PURCHASE AGREEMENT
BETWEEN
SPORTSSTAR MARKETING, INC.
AND
XXXXX X. XXXXX
EXHIBIT W
XXXXX XXXXX CONSULTING AGREEMENT
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT ("Agreement") is made this 29th day of March,
1999, by and between SPORTSSTAR MARKETING, INC. ("Purchaser") and XXXXX 0.
GEMAS ("Consultant").
INTRODUCTION
Pursuant to a Stock Purchase Agreement (the "Stock Purchase Agreement")
dated March 26, 1999, by and between Purchaser and Consultant, the Purchaser
is acquiring the shares of Consultant in College Bound Student-Athletes, Inc.
In connection with the closing of the Stock Purchase Agreement, Purchaser
desires that Consultant enter into this Agreement to provide assistance to
Purchaser following the closing of the Stock Purchase Agreement. To satisfy a
condition of the Stock Purchase Agreement, and in return for the
consideration stated herein, Consultant is willing to enter into this
Agreement.
AGREEMENT
In consideration of the promises and mutual covenants contained herein,
the parties agree as follows:
1. CONSULTING SERVICES. During the five (5) years commencing on the
date that Consultant receives payment of $100,000 pursuant to Section
1(b)(i)(A) of the Stock Purchase Agreement (the "Effective Date"), Consultant
will provide consultative and advisory services to Purchaser on all matters
pertaining to the business acquired by Purchaser pursuant to the Stock
Purchase Agreement. Consultant will make himself available to provide such
services to Purchaser for at least two (2) days each month. Consultant will
devote his reasonable best efforts to the provision of services hereunder to
Purchaser. The services which Consultant will perform will be scheduled by
the parties on a mutually convenient basis, with each party to make
reasonable efforts to accommodate the other's reasonable requests.
2. FEE AND BENEFITS. It is agreed that the fee for the above
services shall begin to accrue on the Effective Date and shall be One
Thousand Five Hundred Dollars ($1,500.00) per month, payable monthly.
Consultant shall also be entitled to participate in Purchaser's health care
plan from the date of the "Closing" as that term is defined in the Stock
Purchase Agreement until May 1, 2003. Such health care coverage shall be
comparable to Consultant's current health care coverage. Consultant's right
to participate in the Purchaser's medical plan until the date set forth
above, shall continue despite termination of this Agreement, unless such
termination is for "cause" by the Purchaser, as defined below.
3. TERMINATION. This Agreement may be terminated by Consultant,
without cause, upon thirty (30) days prior notice at any time on or after
eighteen (18) months from the Effective Date. This Agreement may be
terminated by Purchaser for cause, at any time, effective upon written notice
to Consultant. The term "cause" shall mean only one of the following: (a)
Consultant has materially breached this Agreement, which breach remains
uncured to the reasonable satisfaction of the Board
of Directors for thirty (30) days after Consultant receives written notice
thereof from the Board of Directors; (b) Consultant has committed willful
misconduct or any willful violation of law in the performance of Consultant's
duties to Purchaser; (c) Consultant has willfully failed to follow
reasonable, lawful and explicit instructions of the Board of Directors of
Company concerning the operations or business of the Purchaser; (d)
Consultant has been convicted of a felony deemed by Purchaser to be adverse
to its business or reputation; (e) Consultant has willfully misappropriated
funds or property of Purchaser; (f) Consultant has willfully obtained a
personal profit from any transaction which constitutes a corporate opportunity
of Purchaser, unless the transaction was approved in writing by Purchaser's
Board of Directors after full disclosure of all details relating to such
transaction; or (g) Consultant has breached the confidentiality or
non-compete provisions of the Stock Purchase Agreement.
4. SUCCESSORS AND ASSIGNS. This Agreement will be binding upon and
benefit the parties hereto and their assigns, executors, heirs, or
successors, provided that the Consultant will not assign any obligation
hereunder without Purchaser's prior written consent, which consent may be
withheld for any reason.
5. AMENDMENT, MODIFICATION OR WAIVER. No amendment, modification or
waiver of any condition, provision or term of this Agreement will be valid
or of any effect unless made in writing, signed by the party or parties to be
bound. Any waiver by any party of any default of the other party will not
affect or impair any right arising from any subsequent default.
6. SEVERABLE PROVISIONS. Each provision of this Agreement is intended
to be severable. If any provision hereof is illegal or invalid for any
reason, such illegality or invalidity will not affect the remainder of this
Agreement.
7. ENTIRE AGREEMENT. This Agreement contains the entire agreement and
understanding of the parties respecting the transaction contemplated hereby
and supersedes all prior agreements and understandings between the parties
respecting the subject matter of this Agreement.
8. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Colorado.
IN WITNESS WHEREOF, the parties have signed this Agreement as of the date
first above written.
SPORTSSTAR MARKETING, INC.
By: /s/ Xxxxxxx Xxxxxx
----------------------------------
Title: President
--------------------------------
XXXXX X. XXXXX
/s/ Xxxxx X. Xxxxx
--------------------------------------
2
