Exhibit 10.3
CONSULTING AGREEMENT
AGREEMENT, made as of September 6, 2000 by and between Observation Capital,
a Delaware corporation with offices at 000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxxx
Xxxxxxxx 00000 (the "Consultant") and STARUNI CORPORATION a California
corporation with offices at 0000 Xxxxxxxx Xxxx., Xxx Xxxxxxx, XX 00000 (the
"Company").
WITNESSETH
WHEREAS the Company desires to retain Consultant to render consulting
services, including services related to public relations and investor relations;
and
WHEREAS Consultant is willing to perform such consulting services on the
terms and conditions herein contained.
NOW, THEREFORE, in consideration of the premises herein and other good and
valuable considerations, the parties agree as follows:
1. ENGAGEMENT
The Company hereby engages Consultant and Consultant hereby accepts such
engagement as a consultant to render the consulting services set forth below, as
requested by the Company, and in furtherance of the business goals of the
Company.
2. CONSULTANT DUTIES
Consultant shall at the request of the Company, provide public relations
through a buy program. Consultant is committed to serving the Company with a
best effort obligation.
Such services shall include consulting and advice. The Company may also
render the following services at the request of the Company under a separate
contract:
Publicity Luncheons Research
Industry Expos Web Site Exposure
3. COMPENSATION
As full compensation for the services to be rendered by Consultant
hereunder, Consultant shall be paid, and Consultant agrees to accept, the
following: 200,000 Shares "SRUN".
4. ACTIVITIES
(a) Throughout the Term of this Agreement, Consultant may provide the
officers, directors, employees or designees of the Company with verbal reports
concerning its activities.
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5. THIRD PARTIES
The Company acknowledges that, in connection with its engagement hereunder,
Consultants may introduce the Company to third parties who may transact business
with the Company and/or assist Consultant in providing consulting services to
the Company hereunder. The Company hereby agrees that it will not do business
with any party introduced to it by Consultant, other than by and through
Consultant.
6. CONFIDENTIAL INFORMATION
The Company agrees to promptly provide and fully disclose to Consultant any
and all information regarding the Company which Consultant deems pertinent to
its engagement hereunder.
Consultant acknowledges that any and all confidential knowledge or
information concerning the Company and its affairs obtained by it, its
principals, employees and/or contractors in the course of its engagement
hereunder will be held inviolate by it and that it will conceal the same from
any and all other persons and entities, including, but not limited to,
competitors of the Company and that it will not impart any such knowledge to
anyone.
As used herein, "confidential knowledge or informational" means: (a) all
information regarding the Company which is not generally available to the
public; and (b) all information regarding the Company which was received by
Consultant from a source with confidentiality obligations to the Company.
7. CONSULTANT STATUS
Consultant acknowledges that it is providing services hereunder as an
independent contractor. Accordingly, Consultant agrees that any taxes associated
with the performance of its services hereunder shall be its sole responsibility.
Consultant further agrees that nothing herein shall create a relationship of
partners or joint ventures between Consultant and the Company and, except as
otherwise set forth hereinndthing herein shall be deemed to authorized
Consultant to obligate or bind the Company to any convert without the prior
written consent of the, Company in each instance.
8. INDEMNIFICATION
The Company shall hold harmless and indemnify Consultant from and against
any and all damages, losses, liabilities, obligations, fees, costs and expenses,
including but not limited to, the Payment and advancement of reasonable
attorney's fees, resulting from, or incurred in connection with claim made
against Consultant relating to the performance of its duties hereunder. The
Consultant will follow all SEC and NASD laws.
IN WITNESS WHEREOF the parties have caused this Agreement to be executed
and delivered as of the date first above written.
By: /s/ Wm. Xxxxx Xxxxxxx By: /s/ Xxxxx Xxxxxx
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Wm. Xxxxx Xxxxxxx for Xxxxx Xxxxxx for
Observation Capital Staruni Corporation
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