CONSULTING AGREEMENT
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CONSULTING AGREEMENT dated as of January 10, 2000 between GO ONLINE
NETWORKS CORPORATION, a Delaware corporation, ("GONT"), and XXXXX XXXXXXX
("Seibelt").
WHEREAS:
X. Xxxxxxx has agreed to render consulting services with regard to the
negotiation and completion of a stock exchange between GONT and Westlake Capital
Corp, a Colorado corporation ("Westlake").
B. In the event GONT is able to complete the Stock Exchange with
Westlake, GONT wishes to compensate Seipelt for his consulting services.
NOW THEREFORE, it is agreed:
1. Compensation. GONT shall pay and cause to be issued to Seipelt a
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consulting fee of 800,000 shares of common stock of GONT (the "Shares")
immediately upon the execution of a stock exchange agreement with Westlake.
Such shares shall be subject to registration by GONT on Form S-8, at GONT's sole
expense, within 30 days of GONT becoming eligible for such registration.
2. Miscellaneous. This Agreement (i) shall be governed by the laws of
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the State of California; (ii) may be executed in counterparts each of which
shall constitute an original; (iii) shall be binding upon the successors,
representatives, agents, officers and directors of the parties; and (iv) may not
be modified or changed except in a writing signed by all parties.
This Consulting Agreement has been executed as of the date first above
written.
GO ONLINE NETWORKS CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxx
Xxxxxx X. Xxxxxxxx, Chief Executive Officer
XXXXX XXXXXXX