CONSULTING AGREEMENT
This Consulting Agreement ("Agreement") made as of this 30th day of
August, 2000, by and between PickupsPlus, Inc., a Delaware corporation
("Company") and Xxxxx X. Xxxxx, an individual residing in the State of Florida
("Consultant")
The Company has agreed to retain the services of Consultant and the
Consultant has agreed to provide investor relations and financial consulting
services to the Company, all on the terms and conditions hereinafter set forth.
NOW THEREFORE, in consideration of the following mutual covenants and
agreements, the parties hereto agree with each other as follows:
1. The Company shall retain the Consultant to provide the following
investor relation and financial consulting services during the term of this
Agreement:
(a) assisting and providing advice in the area of investor relations
to establish and implement a systematic approach and program to
establish and maintain relationships with current and potential
shareholders and to disseminate information concerning the Company
and its stock;
(b) assisting and providing advice and financial consulting services
to the Company in the implementation of marketing goals and
relationships with the Company's business partners, merger and
acquisition candidates, and, if appropriate, with shareholders;
(c) such other services and assistance to the Company and its officers
and directors within the scope of the Consultant's expertise as
the President of the Company and the Consultant may mutually agree
from time to time.
2. The term of this Agreement shall be for a period of thirty-six
(36) months commencing on the first day of September, 2000 and ending on the
thirty-first day of August, 2003. During the terms of this Agreement, the
Consultant shall be required to provide his services for at least five (5) days
per month and for such additional time as the Consultant and Company may
mutually agree. Services may be provided in person, by telephone or in the form
of written reports. In the event that the Company requests the Consultant to
travel, and the Consultant agrees to do so, the Consultant shall pay for
reasonable travel and lodging expenses, unless the parties otherwise agree.
3. In consideration of the Consultant providing the consulting
services set forth in paragraph 1 above, the Consultant shall pay the Consultant
fees as follows:
(a) 500,000 shares of the common stock of the Company upon execution
of this Agreement with S-8 registration rights. Said shares shall
be registered in the name of the Consultant or his assigns.
4. Except as otherwise in paragraph 2 hereof, the consultant shall be
responsible for all of his own out-of-pocket expenses incurred in connection
with the consulting services to be provided hereunder, unless the Company agrees
in writing with the Consultant prior to the expense being incurred that the
Company will reimburse the Consultant for all or part of such extraordinary
expense.
5. Consultant's relationship with Company is and at all times shall
be that of an independent contractor, and neither party is authorized to or
shall act as an agent of the other. Consultant shall, at the request of the
Company, maintain errors and omissions insurance in an amount satisfactory to
Company. Consultant shall be responsible for the payment of all federal, state
and local income and social security taxes due on the fees received as
compensation for his services. Company shall not provide Workers' Compensation
coverage for Consultant nor provide any benefit not otherwise set forth in this
Agreement.
6. During the term of this Agreement, Consultant may have access to
and become acquainted with various trade secrets and confidential and
proprietary information including, but not limited to business plans, marketing
plans, financial information and other documents which constitute valuable
assets of Company. Consultant shall not disclose any of the information or trade
secrets directly or indirectly, or use such information or trade secrets in any
way during the term of this Agreement or thereafter. All files, records, plans
and other information shall be and remain the property of Company.
7. If any action of law or equity is brought to enforce the
provisions of this Agreement, the prevailing party will be entitled to its
reasonable attorneys' fees and other costs incurred in the prosecution or
defense of said action.
8. This Agreement constitutes the entire Agreement between the
parties hereto and supersedes all prior agreements, understandings, negotiations
and discussions, whether oral or written, between the parties hereto.
9. No amendment or modification of this Agreement shall be binding
unless in writing and signed by the parties hereto.
10. This Agreement shall be governed by and construed in accordance
with the laws of the State of Ohio.
11. This Agreement shall not be assignable by either party hereto
without the express written consent of the other party.
12. If any provision of this Agreement or the application thereof to
any person or circumstance shall be unenforceable or invalid to any extent, the
remainder of this Agreement and the application of such provisions to other
persons or circumstances shall not be affected thereby.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on the
date first above written.
/s/ XXXXX X. XXXXX
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Xxxxx X. Xxxxx
PickupsPlus, Inc., a Delaware corporation
/s/ XXXX XXXXXXXXXX
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Xxxx Xxxxxxxxxx, President
