CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (the "Agreement") is entered into as of this 4th
day, of January, 2000 between Stockbroker Relations of Colorado , Inc. a
COLORADO Corporation (herein referred to as "SRI OF COLORADO") and YOU
XXXXXX.XXX a NEVADA Corporation (herein referred to as "COMPANY"), collectively
SRI OF COLORADO and COMPANY hereinafter referred to as "the parties".
WITNESSETH:
WHEREAS, COMPANY requires the services of SRI OF COLORADO; and
WHEREAS, SRI OF COLORADO a investor relations, direct marketing, public
relations and advertising firm with experience in the dissemination of
information about private and publicly traded companies; and is in the business
of providing investor relations services, public relations services, general
consulting services, advertising services, fulfillment services, marketing of
business formats and opportunities, financing arrangements, and other related
programs, services and products to other clients.
AGREEMENT
1. Appointment
COMPANY hereby appoints and engages SRI OF COLORADO as its advisor and hereby
retains and employs SRI OF COLORADO on the terms and conditions of this
Consulting Agreement. SRI OF COLORADO accepts such appointment and agrees to
perform the services upon the terms and conditions of said Consulting Agreement.
2. Engagement
COMPANY engages SRI OF COLORADO to provide the services described in paragraph 3
herein. SRI OF COLORADO accepts said engagement and COMPANY as a client, and
agrees to provide services to COMPANY as further described in paragraph 3 below
and subject to the provisions of this Consulting Agreement.
3. Authority and Description of Services
During the term of this Consulting Agreement SRI OF COLORADO shall furnish some
or all of the various services from time to time as requested by the COMPANY and
agreed upon by the parties as described herein as follows:
a. SRI OF COLORADO shall act, generally, as corporate public relations
counsel, essentially acting (1) as liaison between COMPANY and its shareholders;
(2) as advisor to COMPANY with respect to existing and potential market makers,
broker-dealers, underwriters and investors as well as being the liaison between
COMPANY and such persons; and (3) as advisor to COMPANY with respect to
communication and information.
b. SRI OF COLORADO shall assist in establishing, and advise COMPANY
with respect to: interviews of COMPANY officers by the financial media;
interviews of COMPANY officers by analysts, market makers, broker-dealers, and
other members of the financial community.
__________________ ________________________
SRI of Colorado Company
c. SRI OF COLORADO shall seek to make COMPANY, its management, its
products, and its financial situation and prospects, known to the financial
media, financial publications, broker-dealers, mutual funds, institutional
investors, market makers, analysts, investment advisors, and other members of
the financial community as well as the public generally.
d. SRI OF COLORADO's compensation under this Consulting Agreement shall
be deemed to include the afore-mentioned costs and expenses, unless otherwise
expressly provided herein.
Under the terms and conditions of this Agreement the Consultant has
agreed to act in an advisory capacity to YOU TICKET .COM and to provide such
services in exchange for the due consideration as set forth with-in this
Agreement. The scope of such services shall be subject to the restrictions and
limitations as set forth below:
e. The Consultant shall not be required to perform any investment
banking related activities on behalf of , as a condition of this Agreement. For
the purposes of this Agreement investment banking activities shall be defined as
being any of the following:
1. The location, negotiation and/or securing of any public or private
debt for YOU TICKET .COM
2. The location, negotiation and/or securing of any public or private
equity for YOU TICKET .COM
3. The production of any documentation that is to be utilized for the
purposes and activities as relating to the activities as outlined in
subheadings (1) and (2) above.
4. Any other activities as may normally be associated with the practice
of investment banking.
4. Term of Agreement
This Consulting Agreement shall become effective upon execution hereof and shall
continue thereafter and remain in effect for a period of six (6) months. It is
expressly acknowledged and agreed by and between the parties hereto that SRI OF
COLORADO shall not be obligated to provide any services and/or perform any work
related to this Consulting Agreement until such time any agreed and/or specified
retainer (deposit, initial fee, down payment) in U.S. funds, and/or other
specified and/or agreed valuable consideration, has been received by SRI OF
COLORADO. Further, SRI OF COLORADO may terminate services should COMPANY fail to
make all payments upon receipt of invoices. Time is of the essence with respect
to payment by Company of SRI OF COLORADO invoices.
5. Where Services Shall be Performed
SRI OF COLORADO's services shall be performed at the main office location of SRI
OF COLORADO or other such designated location(s) as SRI OF COLORADO and COMPANY
agree are the most advantageous for the work to be performed.
6. Limitations on Services
The parties hereto recognize that certain responsibilities and obligations are
imposed by Federal and State securities laws and by the applicable rules and
regulations of stock exchanges, the National Association of Securities Dealers,
in-house "due diligence" or "compliance" departments of brokerage houses, etc.
Accordingly, SRI OF COLORADO agrees as follows:
a. SRI OF COLORADO shall NOT release any financial or other information
or data about COMPANY without the consent and approval of COMPANY.
b. SRI OF COLORADO shall NOT conduct any meetings with financial
analysts without informing COMPANY in advance of any proposed meeting, the
format or agenda of such meeting and COMPANY may elect to have a representative
of COMPANY attend such meeting.
c. SRI OF COLORADO shall NOT release any information or data about
COMPANY to any selected or limited person(s), entity, or group if SRI OF
COLORADO is aware that such information or data has not been generally released
or promulgated and COMPANY requests in writing that said information or data is
not to be so released or promulgated.
__________________ ________________________
SRI of Colorado Company
7. Duties of Company
a. COMPANY shall supply SRI OF COLORADO, on a regular and timely basis
with all approved data and information about COMPANY, its management, its
products, and its operations and COMPANY shall be responsible for advising SRI
OF COLORADO of any facts which would affect the accuracy of any prior data and
information previously supplied to SRI OF COLORADO so that SRI OF COLORADO may
take corrective action.
b. COMPANY shall promptly supply SRI OF COLORADO with full and complete
copies of all filings with all Federal and State securities agencies; with full
and complete copies of all shareholder reports and communications whether or not
prepared with SRI OF COLORADO's assistance; with all data and information
supplied to any analyst, broker-dealer, market maker, or other member of the
financial community; and with all product/service brochures, sales materials,
etc. COMPANY shall supply to SRI OF COLORADO, within fifteen (15) days of
execution of this Consulting Agreement, a complete list of all stockbrokers and
market makers active in the stock of COMPANY, and a complete list of all
shareholders on 3-1/2 inch computer disk in ASCII delimited format.
c. SRI OF COLORADO reports are not intended to be used in the sale or
offering of securities. Accordingly, COMPANY, by the execution hereof agrees to
each of the points listed below and to indemnify and hold SRI OF COLORADO
harmless for any breach of these representations and covenants.
i.) COMPANY is not presently engaged in a private or public
offering of securities, including S-8, convertible preferred, 504(d) or
Regulation S, or including any continuing distribution, whether or not exempt,
that will not be included prior to the issuance of a SRI OF COLORADO research
report on COMPANY, and COMPANY has no intention of making such an offering
during the initial term of this Consulting Agreement. An "evergreen" prospectus
for employee stock option and other plans will not preclude issuance of SRI OF
COLORADO research reports.
ii.) COMPANY will notify SRI OF COLORADO in writing a minimum
of thirty (30) days prior to making any private or public offering of
securities, including but not limited to S-8, convertible preferred 504(d)
filing or Regulation S unless prohibited by Federal Securities laws.
iii.) COMPANY will notify SRI OF COLORADO at least thirty
(30) days prior to any insider selling of COMPANY's stock.
iv.) COMPANY will not use SRI OF COLORADO reports in
connection with any offering of securities without the prior written consent of
SRI OF COLORADO.
v.) COMPANY will not cause to be effected any split of the
COMPANY's stock during the term of this Consulting Agreement without the prior
written consent of SRI OF COLORADO.
d. In that SRI OF COLORADO relies on information provided by COMPANY
for a substantial part of its preparations and report, COMPANY represents that
said information is neither false nor misleading, nor omits to state a material
fact and has been reviewed and approved by counsel to COMPANY and COMPANY agrees
to hold harmless and indemnify SRI OF COLORADO for any breach of these
representations and covenants; and COMPANY agrees to hold harmless and indemnify
SRI OF COLORADO for any claims relating to the purchase and/or sale of COMPANY
securities occurring out of, or in connection with, SRI OF COLORADO's
relationship with COMPANY, including, without limitation, reasonable attorney's
fees and other costs arising out of any such claims.
e. In that SRI OF COLORADO shareholders, officers, employees, and/or
members of their families may hold a position in and engage in transactions with
respect to COMPANY securities, and in light of the fact that SRI OF COLORADO
imposes restrictions on such transactions to guard against trading on the basis
of material nonpublic information, COMPANY shall contemporaneously notify SRI OF
COLORADO if any information or data being supplied to SRI OF COLORADO has not
been generally released or promulgated.
8. Representation, Undertakings and Indemnification
a. COMPANY shall be deemed to make a continuing representation of the
accuracy of any and all material facts, material, information and data which it
supplies to SRI OF COLORADO and COMPANY acknowledges its awareness that SRI OF
COLORADO will rely on such continuing representation in disseminating such
information and otherwise performing its functions hereunder.
b. SRI OF COLORADO, in the absence of notice in writing from COMPANY,
will rely on the continuing accuracy of material, information and data supplied
by COMPANY.
__________________ ________________________
SRI of Colorado Company
c. COMPANY hereby agrees to hold harmless and indemnify SRI OF COLORADO
against any claims, demands, suits, loss, damages, etc., arising out of SRI OF
COLORADO's reliance upon the instant accuracy and continuing accuracy of such
facts, material, information and data, unless SRI OF COLORADO has been grossly
negligent in performing its duties and obligations hereunder.
d. COMPANY hereby authorizes SRI OF COLORADO to issue, in SRI OF
COLORADO's sole discretion, corrective, amendatory, supplemental, or explanatory
press releases, shareholder communications and reports or data supplied to
analysts, broker-dealers, market makers, or other members of the financial
community.
e. COMPANY shall cooperate fully and timely with SRI OF COLORADO to
enable SRI OF COLORADO to perform its duties and obligations under this
Consulting Agreement.
f. The execution and performance of this Consulting Agreement by
COMPANY has been duly authorized by the Board of Directors of COMPANY in
accordance with applicable law, and, to the extent required, by the requisite
number of shareholders of COMPANY.
g. The performance by COMPANY of this Consulting Agreement will not
violate any applicable court decree or order, law or regulation, nor will it
violate any provision of the organizational documents and/or bylaws of COMPANY
or any contractual obligation by which COMPANY may be bound.
h. COMPANY activities pursuant to this Consulting Agreement or as
contemplated by this Consulting Agreement do not constitute and shall not
constitute acting as a securities broker or dealer under Federal or State
securities laws; any contract between COMPANY and a potential investor in
COMPANY shall be such that COMPANY would be acting merely as a consultant with
respect to such prospective investor obligations under this Consulting
Agreement.
i. COMPANY shall promptly deliver to SRI OF COLORADO with-in five (5)
days of signing contract, a complete due diligence package to include latest
10K, latest 10Q, last six (6) months of press releases and all other relevant
materials, including but not limited to corporate reports, brochures, etc.
j. COMPANY shall act diligently and promptly in reviewing materials
submitted to it by SRI OF COLORADO to enhance timely distribution of the
materials and shall inform SRI OF COLORADO of any inaccuracies contained therein
within a reasonable time prior to the projected or known publication date.
k. In the event that SRI OF COLORADO or any affiliate of the
Consultant, including any officer, director, or employee or associate of the
Consultant becomes involved in any capacity (including as a witness) in any
action, proceeding or investigation brought by or against any person, including
the Company or regarding any Security developed by the Company or as a result,
either direct or indirect, of this Agreement, in connection with any matter
related to the assignment described within this Agreement, the Company and any
affiliates periodically upon receipt from the consultant of notice will
immediately reimburse the Consultant for its legal and other expenses (including
the cost of any investigation and preparation) as may be reasonably incurred in
connection therewith and will indemnify and hold the Consultant from and
harmless against any losses, claims, damages or liabilities to any such person;
provided, however, that if it is determined by a final nonappealable judgment by
a court having jurisdiction over such matter, in any such action, proceeding or
investigation that any expense, loss, claim, damage or liability of the
Consultant has resulted solely from the fraud of the Consultant in performing
the services which are the subject of this Agreement, the Consultant shall repay
such portion of the reimbursed amounts that is attributable to expenses incurred
in relation to the act or omission of the Consultant which is the subject of
such finding. If any officer or director, agent, employee, representative or
controlling person of the Consultant is called to provide written or oral
testimony of information relating to the Consultant's services hereunder in
connection with any judicial, administrative or other proceeding, the Company (
YOU XXXXXX.XXX ) ,and any affiliates will compensate the Consultant at the rate
of $150.00 per hour for time so consumed (including preparation time) and
reimbursed the Consultant for its reasonable fees and expense or counsel, if
any, as retained by him.
If for any reason the foregoing indemnification is unavailable to the
Consultant or is insufficient to hold him harmless, then the Company and any
affiliates shall contribute to the amount paid or payable by the Consultant as a
result of such loss, claim, damage or liability in such proportion as is
__________________ ________________________
SRI of Colorado Company
appropriate to reflect the relative economic interest of the Company, its
affiliates or the Securities on the one hand and the Consultant on the other
hand in the matters as contemplated by this Agreement as well as the relative
fault of the Company and any affiliates and Securities and the Consultant with
respect to such loss, claim, damage, or liability and any other relevant
equitable considerations; provided, that in no event shall the liability of the
Consultant pursuant to this Agreement exceed the total fees collected by him
(subtracting any un-reimbursement) actually paid hereunder. The relative benefit
received or sought to be received by the Company and any affiliates and any
Securities on the one hand, and by the Consultant on the other hand, shall be
deemed to be in the same proportion as (i) the total value of the transactions
(treating each transaction separately and cumulating the value of all such
transactions) the total increased value of the Company and any affiliates, the
value of any other benefits to the Company and any affiliates with respect to
matter related to this Agreement or occurring during the term of this Agreement
bears to (ii) the total fees collected by the Consultant (subtracting all
un-reimbursement) actually paid to the Consultant with respect to such
engagement hereunder. Further agrees that the Company will not, without the
prior written consent of the Consultant, settle or compromise or consent to the
entry of any judgment in any pending or threatened claim, action, suit or
proceeding. The reimbursement, indemnity and contribution obligation of the
Company under this section shall be in addition to any liability which the
Company may otherwise have, shall extend upon the same terms and conditions to
any affiliate of the Consultant as well as the directors, officers,
shareholders, agents, employees and controlling persons, as the case may be, of
the Consultant and any affiliates, and shall be binding upon and inure to the
benefit of any successors, assignees, heirs and personal representatives of the
Company, the Consultant, any such affiliates and any such persons.
The indemnity obligations of the Company hereunder shall not extend to any
affiliate of the Consultant or to the directors, officers, shareholders, agents,
employees or controlling persons, as the case may be, of the Consultant or any
such determined by a final nonappealable judgment that any loss, claim, damage
or liability results solely from the fraud of the Consultant or any such other
person in performing the services which are the subject of this Agreement. To
the extent not already exculpated under the Agreement or this Exhibit A, the
Company also agrees that neither the Consultant nor any such affiliates,
directors, officers, shareholders, agents, employees or controlling persons
shall have any liability to the Company or any other person or entity for or in
connection with any matter as referred to within this Agreement except to the
extent that a court having jurisdiction over such matter shall have determined
by final, nonappealable judgment that any losses, claims, damages, liabilities
or expenses incurred by the Company or otherwise the subject of such claim
result solely from the fraud of the Consultant in performing the services that
are the subject of this Agreement. If any clause, sentence or provision hereof
shall be determined to be invalid or unenforceable in any respect, Section 18,
Severability of the Agreement, shall apply.
9. Agreement not to Hire
COMPANY acknowledges that SRI OF COLORADO has expended considerable time, effort
and expense in training the respective employees independent contractors,
subcontractors and vendors of SRI OF COLORADO in the methods of operation, and
that the employees and consultants of SRI OF COLORADO will acquire confidential
knowledge and information as to accounts, customers and business patrons, as
well as confidential knowledge and information concerning the methods, forms,
contracts and negotiations to employ any employee of SRI OF COLORADO for a
period of twenty four (24) months from the expiration or termination of this
Contract, without the written consent of SRI OF COLORADO.
10. Compensation and Disclaimers
a. Compensation payable to SRI OF COLORADO for all general investor
relations services and other services hereunder, including but not limited to
acquisition and merger services, shall be paid by COMPANY to SRI OF COLORADO by
the means and in the manner or manners as described in "Addendum A", a copy of
which is attached hereto and incorporated herein by this reference.
b. All moneys payable hereunder shall be in U.S. funds and drawn on
U.S. banks.
c. For all special services, not within the scope of this Consulting
Agreement, COMPANY shall pay to SRI OF COLORADO such fee(s) as, and when, the
parties shall determine in advance of performance of said special services,
provided COMPANY has agreed to said special services.
__________________ ________________________
SRI of Colorado Company
d. In recognition and mutual acknowledgment of the fact that
YOU XXXXXX.XXX is a company in its development stage and is further engaged in a
business of a highly speculative nature with little or no current revenues,
income or liquid market for its stock at this time the Consultant makes no
representations, warranties or other affirmations as to the efficacy, viability
and/or success of any efforts that may be undertaken on the Company's behalf,
and YOU XXXXXX.XXX hereby acknowledges, accepts and understands such disclaimers
as made by the Consultant.
11. Dilution
COMPANY will not, by Amendment to its Articles of Incorporation or through any
reorganization, transfer of assets, consolidation, merger, dissolution, issue or
sale of securities or any other voluntary action, dilute the securities issued
to SRI OF COLORADO, avoid or seek to avoid the observance of any term of this
Consulting Agreement. COMPANY will in good faith assist in the carrying out of
all such terms and in the taking of all such action that is necessary or
appropriate to protect SRI OF COLORADO against dilution or other impairment of
SRI OF COLORADO's securities. COMPANY shall not for a period of twelve (12)
months of this Consulting Agreement enter into any transaction including
reorganization, transfer of assets, consolidation, merger, dissolution, issue or
sale of securities including additional Regulation D Rule 504 shares or any
other voluntary action without the written consent of SRI OF COLORADO which
consent cannot be reasonably withheld.
12. Billing and Payment
Monthly fees or payments shall be due and payable upon invoice. Billing and
payments for special services shall be as agreed on a case by case basis.
COMPANY acknowledges and agrees that deposits, initial payments, down payments,
partial payments, payments for special services, monthly fees or monthly
payments shall be by wire to SRI OF COLORADO's bank account upon execution of
any agreement or agreements, or; upon payment due date in the case of monthly
fees or monthly payments, or; in the case of special services by the first day
of the preceding month that work is scheduled to be performed, unless expressly
provided otherwise in writing, and that if such funds are not received by SRI OF
COLORADO by said date COMPANY shall pay to SRI OF COLORADO an additional
operations charge equal to one percent (1%) for each day said funds are not
received. Notwithstanding the provision for the forgoing operations charge, time
is of the essence with respect to all payments due SRI OF COLORADO, whether in
"currency" or stock.
13. SRI OF COLORADO as an Independent Contractor
SRI OF COLORADO shall provide said services as an independent contractor, and
not as an employee or of any company affiliated with COMPANY. SRI OF COLORADO
has no authority to bind COMPANY or any affiliate of COMPANY to any legal
action, contract, agreement, or purchase, and such action cannot be construed to
be made in good faith or with the acceptance of COMPANY; thereby becoming the
sole responsibility of SRI OF COLORADO. SRI OF COLORADO is not entitled to any
medical coverage, life insurance, savings plans, health insurance, or any and
all other benefits afforded COMPANY employees. SRI OF COLORADO shall be solely
responsible for any Federal, State or local taxes, and should COMPANY for any
reason by required to pay taxes at a later date, SRI OF COLORADO shall reassure
such payment is made by SRI OF COLORADO and not by COMPANY. SRI OF COLORADO
shall be responsible for all workers compensations payments and herein holds
COMPANY harmless for any and all such payments and responsibilities related
hereto.
14. SRI OF COLORADO May Engage in Conflicting Activities
COMPANY hereby acknowledges notification by SRI OF COLORADO and understands that
SRI OF COLORADO does, and shall, represent and service other and multiple
clients in the same manner as it does COMPANY, and that COMPANY is not an
exclusive client of SRI OF COLORADO.
15. Amendments
This Consulting Agreement may be modified or amended, provided such
modifications or amendments are mutually agreed upon by and between the parties
hereto and that said modifications or amendments are made in writing and signed
by both parties.
__________________ ________________________
SRI of Colorado Company
16. Severability
If any provision of this Consulting Agreement shall be held to be contrary to
law, invalid or unenforceable for any reason, the remaining provisions shall
continue to be valid and enforceable. If a court finds that any provision of
this Consulting Agreement is contrary to law, invalid or unenforceable, and that
by limiting such provision it would become valid and enforceable, then such
provision shall be deemed to be written, construed, and enforced as so limited.
17. Termination of Agreement
This Consulting Agreement may not be terminated by either party prior to the
expiration of the term provided in paragraph 4 above except as follows:
a. Upon the bankruptcy or liquidation of the other party; whether
voluntary or involuntary;
b. Upon the other party taking the benefit of any insolvency law;
c. Upon the other party having or applying for a receiver
appointed for either party; and/or
d. As provided for in paragraph 22 below.
18. Attorneys Fees
In the event either party is in default of the terms or conditions of this
Consulting Agreement and legal action is initiated or suit be entered as a
result of such default, the prevailing party shall be entitled to recover all
costs incurred as a result of such default including all costs, reasonable
attorney fees, expenses and court costs through trial, appeal and to final
disposition.
19. Return of Records
Upon termination of this Consulting Agreement, SRI OF COLORADO shall deliver all
records, notes, data, memorandum, models and equipment of any nature that are in
the control of SRI OF COLORADO that are the property of or relate to the
business of COMPANY when SRI OF COLORADO has been paid in full.
20. Non-waiver
The failure of either party, at any time, to require any such performance by any
other party shall not be construed as a waiver of such right to require such
performance, and shall in no way affect such party's right to require such
performance and shall in no way affect such party's right subsequently to
require full performance hereunder.
21. Disclaimer by SRI OF COLORADO
SRI OF COLORADO makes no representation to COMPANY or others that; (a) is
efforts or services will result in any enhancement to COMPANY (b) the price of
COMPANY's publicly traded securities will increase (c) any person will purchase
COMPANY's securities, or (d) any investor will lend money and/or invest in or
with COMPANY.
22. Early Termination
In the event COMPANY fails or refuses to cooperate with SRI OF COLORADO, or
fails or refuses to make timely payment of the compensation set forth above
and/or in Addendum A, SRI OF COLORADO shall have the right to terminate any
further performance under this Consulting Agreement. In such event, and upon
notification thereof, all compensation shall become immediately due and payable
and/or deliverable, and SRI OF COLORADO shall be entitled to receive and retain
the same as liquidated damages and not as a penalty, in lieu of all other
remedies the parties hereby acknowledge and agree that it would be too difficult
currently to determine the exact extent of SRI OF COLORADO's damages, but that
the receipt and retention of such compensation is a reasonable present estimate
of such damage.
23. Limitation of SRI OF COLORADO Liability
In the event SRI OF COLORADO fails to perform its work or services hereunder,
its entire liability to COMPANY shall not exceed the lessor of; (a) the amount
of cash compensation SRI OF COLORADO has received from COMPANY under paragraph 4
above (b) the amount of cash compensation SRI OF COLORADO has received from
COMPANY under Addendum A, or (c) the actual damage to COMPANY as a result of
__________________ ________________________
SRI of Colorado Company
such non-performance. In no event shall SRI OF COLORADO be liable to COMPANY for
any indirect, special or consequential damages, nor for any claim against
COMPANY by any person or entity arising from or in any way related to this
Consulting Agreement.
24. Ownership of Materials
All right, titles and interest in and to materials to be produced by SRI OF
COLORADO in connection with this Consulting Agreement and other services to be
rendered under said Consulting Agreement shall be and remain the sole and
exclusive property of SRI OF COLORADO except in the event COMPANY performs fully
and timely its obligations hereunder, COMPANY shall be entitled to receive upon
written request, one (1) copy of all such materials.
25. Miscellaneous
a. Currency: In all instances, references to dollars shall be United
States Dollars.
b. Stock: In all instances, references to stock shall be deemed to be
unrestricted and free trading.
26. Notices
All notices hereunder shall be in writing and addressed to the party at the
address herein set forth, or at such other address which notice pursuant to this
section may be given, and shall be given by either personal delivery, certified
mail, express mail or other national or three (3) business days after being
mailed or delivered to such courier service. Any notices to be given hereunder
shall be effective if executed by and sent by the attorneys for the parties
giving such notice, and in connection therewith the parties and their respective
counsel agree that in giving such notice such counsel may communicate directly
in writing with such parties to the extent necessary to give such notice. Any
notice required or permitted by this Consulting Agreement to be given shall be
given to the respective parties at the address first written above, on page one
(1) of this Consulting Agreement.
27. Parent and Subsidiary Companies or Entities
This Consulting Agreement applies to all parent or subsidiary companies or
entities of COMPANY.
28. Exclusion with Respect to Partnership
The parties agree that, in no way, shall this Consulting Agreement be construed
as being an act of partnership between the parties hereto and that no party
hereto shall have, as a result of the execution of this Consulting Agreement,
any liability for the commitments of any other party of any type, kind or sort.
29. Reasonable Expense Reimbursement
In the course of SRI OF COLORADO providing services as necessary hereunder, on
the behalf of or for COMPANY during the term of this Consulting Agreement,
COMPANY shall pay to, or reimburse, SRI OF COLORADO for any expenses incurred by
SRI OF COLORADO that are not specifically described elsewhere herein, provided
that COMPANY has been notified in advance by SRI OF COLORADO of the nature and
of the cost of any such required expense and the amount of compensation and/or
reimbursement related thereto. Expenses shall be deemed to include, but not be
limited to, all costs related to the dissemination of press releases, overnight
delivery services, compensation to third party vendors, transportation expenses,
hotel expenses, airline fares, taxi fares, toll road fees, reasonable food
expenses and reasonable gratuities related thereto. COMPANY shall have the right
to book airline reservations, hotels, etc. itself on behalf of SRI OF COLORADO
within five (5) days upon notice for the requirement thereof from SRI OF
COLORADO.
30. Inurement
This Consulting Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective heirs, executors, administrators, personal
representatives, successors, assigns and any addendas attached hereto.
Notwithstanding anything to the contrary herein, if (a) all or substantially all
of the assets of the Company should be transferred (wither by sale, exchange,
foreclosure, liquidation, dissolution, repurchase or other disposition) to a
__________________ ________________________
SRI of Colorado Company
corporation or other entity without the prior consent of the Consultant, this
Agreement shall also continue to be binding upon both the Consultant as well as
the transferee corporation and/or entity, and the Company shall make adequate
provisions within remaining jointly and severally liable hereunder.
31. Company agrees to provide and pay costs for:
* Weekly DTC sheets.
* Monthly shareholder list. (SRI OF COLORADO will pay if we require
more often.) * Monthly NOBL list. * Bi-weekly press release.
* Bi-weekly broker teleconference calls.
* Transfer Agent/clearing firm weekly stock activity.Which includes
notification before any new stock is issued or any restricted stock is
being converted to free trading xxxxx.Xxxxxxx will provide SRI OF
COLORADO with a copy of letter sent to transfer agent.
* Copy of moods or S&P Blue Sky certification.
* Due Diligence Package equivalent to Stockbroker
Relations,Inc.standard package. * Web site equivalent to Stockbroker
Relations, Inc.standard website
32. Entire Agreement
This Consulting Agreement contains the entire agreement of the parties and may
be modified or or amended only by agreement in writing, signed by the party
against whom enforcement of waiver, change, amendment, modification, extension
or discharge is sought. It is declared by both parties that there are no oral or
other agreements or understanding between them affecting this Consulting
Agreement, or relating to the business of SRI OF COLORADO. This Consulting
Agreement supersedes all previous agreements between SRI OF COLORADO and
COMPANY.
33. Applicable Law
This Consulting Agreement is executed pursuant to and shall be interpreted and
governed for all purposes by the laws of the State of COLORADO for which the
Courts shall have jurisdiction. If any provision of this Consulting Agreement is
declared void, such provision shall be deemed severed from this Consulting
Agreement, which shall otherwise remain in full force and effect.
34. Acceptance by SRI OF COLORADO
This Consulting Agreement is not valid or binding upon SRI OF COLORADO unless
and until executed by its President or other duly authorized executive officer
or SRI OF COLORADO at its home office .
35. Execution in Counterpart; Telecopy-Fax
This Consulting Agreement may be executed in counterparts, not withstanding the
date or dates upon which this Consulting Agreement is executed and delivered by
any of the parties, and shall be deemed to be an original and all of which
constitute one and the same agreement, effective as of the reference date first
written above. The fully executed telecopy (fax) version of this Consulting
Agreement shall be construed by all parties hereto as an original version of
said Consulting Agreement.
36. Disclaimer
SRI OF COLORADO is in the business of investor/public relations and other
related business, as previously stated above, and in no way proclaims to be an
investment advisor and/or stock or securities broker. SRI OF COLORADO is not
licensed as a stock or securities broker and is not in the business of selling
such stocks or securities or advising as to the investment viability or worth of
such stocks or securities. It is the responsibility of COMPANY to obtain advice
of counsel and approve all materials published by SRI OF COLORADO or other
subcontractors to ensure compliance with Federal and State securities laws
applicable to the activities of COMPANY.
37. Authority
The Company( YOU TICKET .COM) and any affiliates hereby warrant and represent
that they have the full power and authority to execute and deliver this
__________________ ________________________
SRI of Colorado Company
Agreement to the Consultant and to perform the obligations as contained herein,
and that this Agreement has been duly executed and delivered by the Company and
any affiliates and further constitutes a valid, binding and legally enforceable
obligation of the Company and any affiliates. Each party has read and understood
this Agreement.
