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Exhibit 10.1
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (the "Agreement") is made and entered into
this 29th day of January 2000 by and between Stock Exposure, Inc. whose business
address is at 0000 Xxxxxxxx Xxxx Xxxxx 000, Xxx Xxxx Xxxxxx, Xxxxxxxxxx 00000
(the "Company"), and Vfinance, "VFIN"(the "Client").
In consideration of the mutual promise contained herein and on the
terms and conditions hereinafter set forth, the Company and Client agree as
follows:
1. CONSULTING SERVICES. The Client hereby retains the Company to assist in
profiling a publicly traded company on the Internet website owned and
operated by the Company (xxxx://xxx.xxxxxxxxxxx.xxx) as well as
representing the Client as a new addition to an online investor
relations service owned and operated by the Company
(xxxx://xxx.xxxxxxx.xxx), and the Company hereby accepts and agrees to
such retention. The Company hereby agrees to post publicly summarized
information of the Client as both a profile in the featured "Profile of
the Month" section of Major Profit and as an IR agent for the Client.
It is further acknowledged that the entire objective of the service
performed by the Company is to gain exposure of a public company on
behalf of the Client through internet website, and not to artificially
inflate share prices, trading volume or any other prohibited activity.
2. DURATION OF SERVICE. The Company shall post information regarding the
Client on Major Profit for a time period approximate to 30 days. The
Company also has the discretion to disseminate periodic informative
updates on behalf of the Client for 3-6 months after the initial
advertising launching. In addition, the Company shall post information
regarding the Client on StockIR for a time period of 3 months to
fulfill obligations contained herein this agreement.
3. ACTIVITIES NOT WITHIN THIS AGREEMENT. It is acknowledged and agreed by
the Client that the Company is not rendering legal advice or performing
accounting services. It is also acknowledged that the Company is not
acting in place of an investment advisor or broker-dealer within the
meaning of applicable state and federal securities laws.
4. TERM OF AGREEMENT. The term of this Agreement shall commence on the
initial advertising date and shall terminate 6 months after service
begins on StockIR. Full compensation payments are expected to be
transferred to the Company no later than 60 days after initial coverage
begins.
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5. COMPENSATION. In full consideration of the services contained within
this Agreement the Client agrees to compensate the Company ten thousand
shares of one-year 144 restricted VFIN stock.
6. EXPENSES. The Company shall be solely responsible for all expenses and
disbursements anticipated to be made in connection with its performance
under this Agreement.
7. CLIENT REPRESENTATIONS. The Client hereby represents that all
documents, news and other information produced or distributed by the
Client, used in conjunction with a profile on the website of the
Company, or any person or entity acting on behalf of the Client, has
been factual, complete and truthful. Further the Client represents that
neither it, nor any person or entity acting on its behalf, has
knowingly, negligently or recklessly distributed or produced
information relating to the profile company that has violates any
local, state or federal law or statue. Further, the Client represents
that in the future all information provided by the Client, or any
person or entity acting on its behalf, will be factual, complete and
truthful, and neither the Client, or any person or entity acting on its
behalf, will knowingly, negligently or recklessly violate any local,
state or federal law or statue.
In the event that the Client violates the above representations then
the Company, at its option, shall have the right to cease performing
services herein this Agreement. If said circumstances were to arrive
the Company would not be obligated to return any portion of the
compensation package required from signed Agreement.
8. DISCLAIMER OF RESPONSIBILITY FOR ACTS OF THE CLIENT. The obligations of
the Company in this Agreement consist solely of the distribution of
information on its website. In no event shall the Company be required
by this Agreement to represent or make management decisions for the
Client or the profiled company. All final decisions with respect to
acts and omissions of the Client or any affiliates and subsidiaries,
shall be those of the Client or its affiliates, and the Company shall
under no circumstances be liable for any expenses incurred or loss
suffered by the Client as a consequence of such acts or omissions.
A Client representative will provide the Consultant with factual news
on the company to be profiled. Any news given by the Client that is
deemed not true by ANY regulatory body is the SOLE responsibility of
the Client or profiled company, and the Company is in no way liable for
any misrepresentations. Further, the Client is aware that the Company
is relying on the truthfulness and accuracy of said news and
information. Client will reimburse the Company for any and all sums
expended in legal defense or judgements rendered against Company as a
result of misrepresentation to the Company by the Client. As well, the
Company agrees not to misrepresent the profiled company to the best of
its ability.
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The Company will make every effort to fully disclose compensation, and
potential conflicts of interest to the public, in accordance with the
Securities Act of 1933, section 17 (b). The Company will fully disclose
its compensation and insist that all other related parties do the same.
9. INDEMNITY BY THE CLIENT. The Client shall protect, defend, indemnify
and hold the Company and its assigns and attorneys, accountants,
employees, officers and directors harmless from and against all losses,
liabilities, damages, judgements, claims, counterclaims, demands,
actions, proceedings, costs and expenses of every kind and character
resulting from or relating to (a) the inaccuracy, non-fulfillment or
breach of any representation, warranty, covenant or agreement made by
the Client herein; or (b) any legal action, including any counterclaim,
to the extent it is based upon alleged facts that have been determined
by a court of law in a non-appealable final determination to be true,
would constitute a breach of any representation, warranty, covenant or
agreement made by the Client herein; or (c) negligent actions or
omissions of the Client or any employee or agent of the Client, or any
reckless or willful misconduct, occurring during the term hereof with
respect to any of the decisions made by the Client. Any damages or
liability of Client to the Company including payment of attorneys fees
and cost described in section l4 shall be limited to the value of the
compensation paid by Client to the Company hereunder as of the date of
this Agreement.
10. NOTICES. Any notices required or permitted to be given under this
Agreement shall be sufficient if in writing and delivered or sent by
registered or certified mail or overnight courier to the principal
office of each party.
11. APPLICABLE LAW. It is the intention of the parties hereto that this
Agreement and the performance hereunder and all suits and special
proceedings hereunder be construed in accordance with and under and
pursuant to the laws of the State of Florida and that any action,
special proceeding or other proceedings that may be brought arising out
of in connections with or by reason of this Agreement, shall be brought
only in a court of competent jurisdiction within the State of Florida.
12. SEVERABILITY. All agreements and covenants contained herein are
severable, and in the event any of them shall be held to be invalid by
any competent court, the Agreement shall be severed at the option of
either party.
13. ENTIRE AGREEMENT. This Agreement constitutes and embodies the entire
understanding and agreement of the parties and supersedes and replaces
all prior understandings, agreements and negotiations between the
parties.
14. ATTORNEY'S FEES AND COSTS. In the event of any dispute arising out of
the subject matter of this Agreement the prevailing party shall
recover, in addition to any damages
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assessed, its attorneys fees and court costs incurred in litigating or
otherwise settling or resolving such dispute.
15. COUNTERPARTS AND FACSIMILE SIGNATURES. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall be
deemed an original, but all of which taken together shall constitute
one and the same instrument. Execution and delivery of this Agreement
by exchange of facsimile copies bearing the facsimile signature of a
party hereto shall constitute a valid and binding execution and
delivery of this Agreement by such party. Such facsimile copies shall
constitute enforceable original documents.
XXxxxxxx.xxx STOCK EXPOSURE INC.
Xxxxxxx X. Xxxxxxx Xxxxxx Xxxxx, CEO
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Printed Name, Title Printed Name, Title
/s/ Xxxxxxx X. Xxxxxxx /s/ Xxxxxx Xxxxx
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Signature Date Signature Date
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