BUSINESS DEVELOPMENT AGREEMENT
BETWEEN
XXXX XXXXXXX
&
XXXX XXXXXXXX
AND
XXXXXXXXXX.XXX, INC.
THIS BUSINES DEVELOPMENT CONSULTING AGREEMENT (the "Agreement") is made and
entered into this day, May 23, 2000 by and between Xxxx Xxxxxxx & Xxxx Xxxxxxxx,
and Xxxxxxxxxx.xxx, Inc., a Delaware company (Browsesafe).
WHEREAS, BROWSESAFE desires to retain Xxxx Xxxxxxx & Xxxx Xxxxxxxx to provide
various consulting and business development services for the benefit of
Browsesafe including but not limited to assisting in capital arrangements and
structures for the benefit of Browsesafe and any merger, acquisition, joint
venture or expansion of the company's business; and providing the introduction
and assistance in the negotiations and structure of any joint venture, merger,
acquisition, or customer relationships of Browsesafe; providing all necessary
assistance in arranging for the company to initiate trading on a listed exchange
such as the American Stock Exchange.
WHEREAS, XXXX XXXXXXX & XXXX XXXXXXXX, is willing and capable of providing
various consulting and business development services for the benefit of
Browsesafe including but not limited to assisting in capital arrangements and
structures for the benefit of Browsesafe and any merger, acquisition, joint
venture or expansion of the company's business; and providing for the
introduction and assistance in the negotiations and structure of any joint
venture, merger, acquisition, or customer relationship of Browsesafe; and
providing all necessary assistance in arranging for the company to initiate
trading on a listed exchange such as the American Stock Exchange; and
WHEREAS, BROWSESAFE desires to retain the services of Xxxx Xxxxxxx & Xxxx
Xxxxxxxx as independent business development consultants and Xxxx Flower & Xxxx
Xxxxxxxx desires to be retained in that capacity upon the terms and conditions
hereinafter set forth, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows.
A) SERVICES
1) CONSULTING AND MARKET AWARENESS
Xxxx Xxxxxxx & Xxxx Xxxxxxxx will provide for assistance in
the structures of capital infusion to Browsesafe and/or any of
its subsidiaries through private individuals, managed funds
and/or Venture Capital funds for the benefit of Browsesafe
including but not limited to assisting in capital arrangements
and structures for the benefit of Browsesafe and any merger,
acquisition, joint venture or expansion of the company's
business; and providing for the introduction and assistance in
the negotiations and structure of any joint venture, merger,
acquisition, or customer relationship of Browsesafe. Xxxx
Xxxxxxx & Xxxx Xxxxxxxx will also provide complete assistance
to the company by providing the introductions to and the
maintaining of the relationships by and between Browsesafe and
the American Stock Exchange for listing on said exchange. Xxxx
Xxxxxxx and Xxxx Xxxxxxxx will also use their best efforts in
providing assistance and introductions to and the maintaining
of the relationships by and between a specialist firm and
Browsesafe to conduct trading on the American Exchange. Xxxx
Xxxxxxx & Xxxx Xxxxxxxx will again use their best efforts in
providing introductions to and assistance in developing
relationships with but not limited to potential joint venture
partners such as Sony's interactive division, Miscrosoft's
X-Box division, Sega, for potential bundling of Browsesafe's
software with the hardware of the above mentioned companies.
Xxxx Xxxxxxx & Xxxx Xxxxxxxx shall also assist Browsesafe by
exploring opportunities with additional hardware manufactures
such as Thomson Consumer Electronics, Eagle Wireless, for
potential bundling and/or other distribution methods. Xxxx
Xxxxxxx & Xxxx Xxxxxxxx shall assist the company in exploring
software and ISP companies for possible acquisition targets,
which may vertically enhance the business of Xxxxxxxxxx.xxx,
Xxxx Xxxxxxx & Xxxx Xxxxxxxx may from time to time introduce
the company to research analysts or investment bankers who may
provide financing or research for the benefit of the company.
These bankers may also provide assistance in effecting these
mergers or financing for any above-mentioned project. Xxxx
Xxxxxxx & Xxxx Xxxxxxxx will use its best efforts in locating
internet companies that may enhance the business at hand of
Browsesafe.
2) COMPLIANCE WITH LAWS
Xxxx Xxxxxxx & Xxxx Xxxxxxxx shall comply with all laws,
ordinances, rules and regulations in the performance of this
Agreement, including without limitation, all federal and state
securities laws.
3) MANAGEMENT CONSULTING
Xxxx Xxxxxxx & Xxxx Xxxxxxxx shall assist management in the
structure or re-structuring of the company, with any spin-off,
or the creation of any new subsidiary that Xxxx Xxxxxxx & Xxxx
Xxxxxxxx may be of assistance.
B) TIME, PLACE, AND MANNER OF PERFORMANCE
Xxxx Xxxxxxx & Xxxx Xxxxxxxx shall be available for advise and
counsel to the officers and directors of Browsesafe at such
reasonable and convenient times and places as may be mutually
agreed upon. Except as aforesaid, the time place and manner of
performance of the services hereunder, including the amount of
time to be allocated by Xxxx Xxxxxxx & Xxxx Xxxxxxxx shall be
determined by both parties in writing.
C) TERM OF AGREEMENT
The term of this agreement shall be from the signed of this
document and shall terminate on at midnight December 31, 2000.
D) COMPENSATION
Xxxx Xxxxxxx & Xxxx Xxxxxxxx will receive the following in
full consideration of the services to be provided to
Browsesafe.
1) Xxxx Xxxxxxx & Xxxx Xxxxxxxx shall receive 100,000 shares
of common stock Browsesafe (PGPG) upon the signing of this
agreement. Shares are to be issued 50,000 in the name of
Xxxx Xxxxxxx, and 50,000 in the name of Xxxx Xxxxxxxx.
Browsesafe agrees to register shares in the SB-2 filing that
is currently pending.
2) In addition to any fees that may be payable to Xxxx
Xxxxxxx & Xxxx Xxxxxxxx, Browsesafe hereby agrees to
reimburse Xxxx Xxxxxxx & Xxxx Xxxxxxxx for all of its
accountable out-of-pocket expenses for items requested by
the company. These expenses are for items requested by
Browsesafe (i.e. travel related items conducted at the
request of Browsesafe).
E) DISCLOSURE
In consideration of the confidential nature of business
contemplated herein, Browsesafe and Xxxx Xxxxxxx & Xxxx
Xxxxxxxx agree not to disclose or otherwise reveal to any
third party any information pertaining to Browsesafe or Xxxx
Xxxxxxx & Xxxx Xxxxxxxx without permission, except as required
by law.
F) NATURE OF RELATIONSHIP
It is understood and acknowledged by the parties that Xxxx
Xxxxxxx & Xxxx Xxxxxxxx are being retained by Browsesafe in an
independent capacity and that Xxxx Xxxxxxx & Xxxx Xxxxxxxx are
not authorized to enter into any agreement or incur any
obligation on behalf of Browsesafe.
G) ENTIRE AGREEMENT
This agreement constitutes and embodies the entire
understanding and agreement of the parties and supersedes and
replaces all prior understandings, agreements, and
negotiations between the parties.
H) SEVERABILITY
All agreements and covenants contained herein are severable,
and in the event any of them shall be held to be invalid by
any competent court, the agreement shall be interpreted as if
such invalid agreement or covenants were not contained herein.
I) WAIVER AND MODIFICATION
Any waiver, alteration or modification of any of the
provisions of this agreement shall be valid only if made in
writing and signed by the parties hereto. Each party hereto,
from time to time, may waive any of its rights hereunder
without effecting a waiver with respect to any subsequent
occurrence or transactions hereof.
J) INDEMNIFICATION
Notwithstanding anything to the contrary set forth in this
Agreement, Xxxx Xxxxxxx & Xxxx Xxxxxxxx hereby agrees that it
will comply with all applicable rules and regulations of the
Securities Act of 1933 (the "Securities Act") and the
Securities Exchange Act of 1934 (the "Exchange Act"),
including, without limitation, the anti-fraud and
anti-manipulation requirements of Section 10(b) of the
Exchange Act. In addition to the above, (i) in any period
during which Browsesafe is contemplating a public offering of
its securities and a corresponding filing of a Registration
Statement with the Securities and Exchange Commission, (ii)
during the waiting period between the filing of such
Registration Statement and its effectiveness, and (iii) during
any post-effective period before the offering is complete and
the prospectus delivery requirements have terminated, Xxxx
Xxxxxxx & Xxxx Xxxxxxxx agrees to comply strictly with the
standards set forth in Securities Act Rule 135 and 134, as
applicable, and the standards allowing "free writing" during
the post-effective period as set forth in the Securities Act
and interpretations thereof. In this regard, we have provided
you with several pages from the Corporate Communications
Handbook by Messrs. Xxxxxx and Xxxxxxxx, which outline in a
general form these rules and requirements. By supplying this
information to you, Browsesafe is not undertaking any further
responsibility to counsel about its duties and
responsibilities under the securities laws, and Xxxx Xxxxxxx &
Xxxx Xxxxxxxx should consult its own legal counsel with
respect to liabilities under these laws. Further, Xxxx Flower
& Xxxx Xxxxxxxx agrees to indemnify Browsesafe, its directors,
officers, employees, and agents, against any claims, damages,
liabilities or losses directly resulting from the violations
of any securities laws, rules, or regulations.
IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this
agreement as of the day and year first written.
/s/ Xxxx Xxxxx 5-23-00
----------------------------------- -----------------------------------
Xxxxxxxxxx.xxx, Inc. Date
Xxxx Xxxxx
President, CEO
/s/ Xxxx Xxxxxxx 5/23/00
----------------------------------- -----------------------------------
Xxxx Xxxxxxx & Xxxx Xxxxxxxx Date
Xxxx Xxxxxxx
/s/ Xxxx Xxxxxxxx 5/23/00
----------------------------------- -----------------------------------
Xxxx Xxxxxxx & Xxxx Xxxxxxxx Date
Xxxx Xxxxxxxx
