ADVERTISING SERVICES AGREEMENT
This Advertising Services Agreement (this "Agreement") is
made and entered into as of this third day of January, 2001 by
and between XxxxxxXxxx.xxx International, Inc., a Delaware
corporation (the "Company"), and Xxxxxxxxxxx Xxxxx, an individual
residing in the State of Arizona ("Xx. Xxxxx"). The Company and
Xx. Xxxxx are collectively referred to hereinafter as the
"Parties" or individually, a "Party."
1. Services Provided. Xx. Xxxxx agrees to promote and
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advertise the Company and its products and services with respect
to organizations and enterprises affiliated with Xx. Xxxxx. The
Company authorizes Xx. Xxxxx to act as its nonexclusive agent in
promoting the Company, its products and services and shall have
sole responsibility for the production and content of any
advertising media used by Xx. Xxxxx in furtherance of this
Agreement.
2. Fees. As compensation for the services rendered
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hereunder, the Company shall issue to Xx. Xxxxx warrants to
purchase Six Hundred Thousand (600,000) shares of its Common
Stock ("Warrants") at the following exercise price:
a. Warrants with respect to Three Hundred Thousand
(300,000) shares shall be exercisable at a price of $0.0833
per share.
b. Warrants with respect to the remaining Three
Hundred Thousand (300,000) shares shall be exercisable at a
price per share to be determined jointly by Xx. Xxxxx and
the Company during the term of this Agreement
The Warrants issued hereunder shall expire one (1) year from the date hereof.
The Warrants shall be exercisable in accordance with the form attached hereto as
Exhibit "A."
3. Registration. As soon as practicable, the Company
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agrees to file a Registration Statement with the Securities and
Exchange Commission on Form S-8 with respect to the Warrants
issued to Xx. Xxxxx pursuant to this Agreement and the shares of
Common Stock underlying such Warrants.
4. Limitations. In connection with the services provided
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hereunder, the Company specifically disclaims all implied
warranties, including the implied warranties of merchantability or fitness for a
particular purpose. In no event will the Company be liable to Xx. Xxxxx or to a
third party for special, collateral, exemplary, indirect, incidental, or
consequential damages (including, without limitation, loss of good will,
profits, revenues, or savings, loss of use, interruption of business, or claims
of customers of Xx. Xxxxx) whether such damages occurred prior or subsequent to,
or are alleged as a result of tortious conduct or breach of any of the
provisions of this Agreement, even if the Company had been advised of the
possibility of such damages.
5. Term and Termination. This Agreement shall remain in effect for a
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period of ninety (90) days from the date hereof, provided however that either
Party may terminate this Agreement upon thirty (30) days written notice.
6. No Joint Venture or Partnership. This Agreement is a
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contract for the provision of services only. It does not, and
shall not be construed, to create a joint venture or partnership
between the Parties.
7. Notices. All notices, requests, demands, and other communications
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hereunder shall be in writing and shall be given by express delivery service,
hand deliver, or by certified mail, postage prepaid, return receipt requested,
to the Parties at the addresses set forth below, or at such other address as the
Parties may designate by written notice:
If to the Company: If to Xx. Xxxxx:
XxxxxxXxxx.xxx International, Inc. _______________________
00000 Xxxxx 000 Xxxx, Xxxxx 000 _______________________
Xxxx Xxxx Xxxx, Xxxx 00000 _______________________
Attention: Xxxxxxx Xxxxx
Notices shall be deemed effective upon receipt or upon attempted
delivery if delivery is refused by the intended recipient or if delivery is
impossible because the intended recipient has failed to provide a reasonable
means for accomplishing delivery.
8. Successors and Assigns. This Agreement shall be
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binding and shall inure to the benefit of the Parties' respective
heirs, successors, assigns, executors, or personal
representatives.
9. Entire Agreement. This Agreement constitutes the
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entire agreement with regard to the subject matter hereto, and
shall not be modified, amended, or superseded without the express
written consent of the Parties.
10. Waiver. The waiver of either Party of any default in
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the performance of the other Party of any covenant contained
herein shall not be construed to be a waiver of any preceding or
subsequent default of the same or any other covenants contained
herein.
11. Governing Law. This Agreement shall be governed and
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construed according to the laws of the State of Utah unless
superseded by the laws of the United States.
IN WITNESS WHEREOF, this Agreement is executed as of the day and year
first written above.
XXXXXXXXXX.XXX INTERNATIONAL, INC.
/s/ Xxxxxxx Xxxxx
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Xxxxxxx Xxxxx
President
/s/ Xxxxxxxxxxx Xxxxx
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Xxxxxxxxxxx Xxxxx
EXHIBIT A
WARRANT PURCHASE FORM
Dated:
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The undersigned hereby irrevocably elects to exercise the within
Warrant to the extent of purchasing _________ shares of Warrant Stock, and
hereby makes payment of $________ in payment of the actual exercise price
thereof.
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Signature
