EXHIBIT 10.72
CONSULTING AGREEMENT
This Agreement made as of the 30th day of October, 2000
BETWEEN:
Xxxxxx Xxxx (hereafter, "Consultant")
0000 Xxxxxxxxx #000 Xxxxxxxxxx Xxxxx, XX 00000
And
II Group, Inc.
(hereafter, "Company")
0000 Xxxxxxxx Xxxx Xxxx Xxxxx 000 Xxxx Xxxxx, XX 00000
WHEREAS, Consultant is skilled in providing strategic business planning, and has
provided these services to Company in the past;
WHEREAS, the Company desires to continue to engage Consultant to provide legal
services, and
NOW THEREFORE, in consideration of the mutual covenants contained herein and
other good and valuable consideration receipt whereof is hereby acknowledged it
is agreed.
1. The Company hereby engages the Consultant and the Consultant hereby
accepts this engagement on a non-exclusive basis pursuant to the terms and
conditions of this Consulting Agreement.
2. Consultant shall assist the Company with public mergers and acquisitions
Consultant will also assist the Company in connection with general business
strategy and marketing.
3. In order to assist Consultant with his duties, the Company will provide
Consultant with such information, as may be required by Consultant Company
will make available to Consultant copies of all material agreements, notice
of pending or threatened litigation and notice of all proposed press
releases.
4. Consultant agrees that he/she has not been retained for any of the
following activities and/or purposes:
1. For capital raising or for promotional activities regarding the
Company's securities.
2. To directly or indirectly promote or maintain a market for the
Company's securities.
3. To act as a conduit to distribute S-8 Securities to the general
public.
4. To render investor relations services or shareholder communications
services to the Company.
5. To render advise to the Company regarding the arrangement or
effecting of mergers involving the Company that have the effect of
taking a private company public.
5. In consideration of the services to be provided, Consultant shall
receive a fee equal to one hundred fifty thousand shares of the Company's
common stock.
6. The Company will register these shares pursuant to a registration
statement on Form S-8.
7. During the term of this Agreement, each party may have access to trade
secrets, know how, formulae, customer and price lists all of which are
valuable, special, proprietary and unique assets of each The panics agree
that all knowledge and information which each other shall acquire during
the term of This Agreement shall be held in trust and in a fiduciary
capacity for the sole benefit of the other party, its successors and
assigns, and each agrees not to publish or divulge either during the term
of this Agreement or subsequent thereto, knowledge of any technical or
confidential information acquired during their term of this Agreement At
the termination of this Agreement, or at any other time either party may
request the other party to deliver to the other, without retaining any
copies, notes or excerpts thereof, all memoranda, diaries, notes, records,
plans, specifications, formulae or other documents relating to, directly or
indirectly, to any confidential information made or compiled by, or
delivered or made available to or otherwise obtained by the respective
parties. However, the foregoing provision shall not prohibit Consultant
from engaging in any work at any time following his termination of this
Agreement which does not conflict with the terms of this Agreement
8 Except as otherwise provided herein, any notice or other communication to
any party pursuant to or relating to this Agreement and the transactions
provided for herein shall be deemed to have been given or delivered when
deposited in the United States Mail, registered or certified, and with
proper postage and registration or certification foes prepaid, addressed at
their principal place of business or to such other address as may be
designated by either part)' in writing.
9. This Agreement shall be governed by and interpreted pursuant to the laws
of the state of California. By entering into this Agreement, the parties
agree to the jurisdiction of the California courts with the venue in Los
Angeles, California. In the event of any breach of this Agreement, the
prevailing party shall be entitled to recover all costs including
reasonable attorney's fees and those that may be incurred on appeal.
10. This Agreement may be executed in any number of counterparts, each of
which when so executed and delivered shall be deemed an original, and it
shall not be necessary, in making proof of this Agreement to produce or
account for more than one counterpart.
IN WITNESS WHEREOF, the parties have executed this agreement as of the date
first written above.
The undersigned hereby agrees to and acknowledges as follows:
CONSULTANT: COMPANY
Xxxxxx Xxxx iiGroup
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/s/ Xxxxxx Xxxx By: /s/ Xxxx Xxxxxxxx, President
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/s/ Xxxxx Xxxxxxx, Secretary
