AGREEMENT
This Agreement is made and entered into as of this 22nd day of August
1997, between Mr. Xxxxx Xxxxx, (the "Advisor") and American ATM Corp., a
Florida corporation, (the "Company").
In consideration of the mutual promises made herein and for other good
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. The Company hereby engages the Advisor on a non-exclusive basis for
the term specified in Paragraph 2 hereof to render consulting advice to the
Company as a public relations specialist relating to corporate and similar
matters upon the terms and conditions set forth herein. During the term of this
Agreement, the Advisor and the Company intend to evaluate the possibilities for
additional engagements that may be embodied in one or more separate written
agreements.
2. Except as otherwise specified herein, this Agreement shall be
effective for up to twelve (12) months from the date hereof, unless it is
terminated by either party upon sixty (60) days written notice received by
either the Advisor or the Company.
3. During the term of this Agreement, the Advisor shall provide the
Company with such regular and customary consulting advice as is reasonably
requested by the Company, provided that the Advisor shall not be required to
undertake duties not reasonably within the scope of the public relations
advisory services contemplated by this Agreement. It is understood and
acknowledged by the parties that the value of the Advisor's advice is not
readily quantifiable, and that the Advisor shall be obligated to render advice
upon the request of the Company, in good faith, but shall not be obligated to
spend and specific amount of time doing so. The Advisor's duties include, but
will not necessarily be limited to, providing recommendations to the Company
concerning the following public relations matters:
(a) Rendering advice and assistance to the Company in
connection with the preparation of annual and interim reports and press
releases;
(b) Preparing or assisting the Company in promotion of the
Company including, but not limited to the preparation of brochures, newsletters,
announcements, and advertisements;
(c) Assisting in the Company's financial public relations and
preparation of research reports;
4. In consideration for the services rendered by the Advisor to the
Company pursuant to this Agreement, the Company
shall compensate the Advisor as follows:
(a) Assigning bonus of Twenty Thousand Common Shares
(free trading) from a shareholder, and from the
Company One Hundred and Sixty Thousand Warrants (free
trading) payable as follows:
(b) A monthly fee of Forty Thousand Warrants of the
Company (free trading) per month payable on the 1st
day of the month from September 1st, 1997, through
December 1, 1997 and;
(c) On January the 1st, 1998 the Company shall grant the
Advisor an additional Forty Thousand Warrants;
(d) On December the 1st, 1998 the Company shall grant the
Advisor an additional Forty Thousand Warrants and;
(e) On March the 1, 1999 the Company shall grant the
Advisor an additional Forty Thousand Warrants.
5. The Company recognizes and confirms that, in advising the Company
and in fulfilling its engagement hereunder, the Advisor will use and rely on
data, material and other information furnished to the Advisor by the Company.
The Company acknowledges and agrees that in performing its services under this
engagement, the Advisor may rely upon the data, material and other information
supplied by the Company without independently verifying the accuracy,
completeness or veracity of same. Accordingly, the Company expressly agrees that
all data, material and other information furnished to the Advisor by the Company
shall not contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstance under which they were made not misleading.
6. The Advisor shall perform its services hereunder as an independent
contractor and not as an employee of the Company or an affiliate thereof. It is
expressly understood and agreed to by both parties hereto that the Advisor shall
have no authority to act for, represent or bind the Company or any affiliate
thereof in any manner, except as may be agreed to expressly by the Company in
writing from time to time.
7. (a) This Agreement constitutes the entire Agreement and
understanding of the parties hereto, with respect to
the matters set forth herein.
(b) All notices, requests demands and other communications
required or permitted to be given shall be in writing and
shall be deemed to have been duly given when personally
delivered, sent by registered or certified mail, return
receipt requested, postage
prepaid, or by private overnight mail service (e.g. Federal
Express) to the party at the address set forth below or to
such other address as either party may hereafter give notice
of in accordance with provisions hereof:
If the Company, American ATM Corp.
0000 X. Xxxxx Xxxxxxx
Xxxx Xxxxx, XX 00000
If to the Advisor, Mr. Xxxxx Xxxxx
000 Xx Xxxxx Xxx
Xxxxxxxx Xxxxxx X0X 0X0
(c) This Agreement shall be binding upon and inure to the
benefit of each of the parties hereto and their respective
successors, legal representatives and assigns.
(d) This Agreement may be executed in any number of
counterparts, each of which together shall constitute on one
and the same original documents.
(e) No provision of this Agreement may be amended, modified or
waived, except in a writing signed by all of the parties
hereto.
(f) The parties hereby agree that any dispute which may arise
between them arising out of, or in connection with this
Agreement shall first be submitted to mediation and, failing
satisfactory resolution, may be enforced in the Courts.
If the foregoing correctly sets forth the understanding between the Advisor and
the Company with respect to the foregoing, please so indicate your agreement by
signing in the place provided, at which time this letter shall become a binding
contract.
Accepted and Agreed,
For the Advisor
Xxxxx Xxxxx
----------------------
Xxxxx Xxxxx
For the Company
Mori Xxxxx Xxxxxxxxxx
Authorized signatory for American ATM Corp.
