Exhibit 10.6 Consulting Agreement with Collbrook Strategies Limited Partnership
CONSULTING AGREEMENT
This agreement is made effective as of December 12, 2001, by and
between Force 10 Trading, Inc., a public company incorporated in Nevada and a
Salt Lake City, Utah consulting group consisting of Xxxx Xxxxxxxx and Xxxxx
Xxxxxx, who operate as stock traders and educators, individually and under a
Utah partnership, Collbrook Strategies Limited Partnership. For purposes of this
document Force 10 Trading, Inc. will be referred to either as "the Company" or
"Force 10". Xx. Xxxxxxxx of Salt Lake City, Utah; Xx. Xxxxxx of Draper, Utah,
and the partnership will be referred to collectively as "the Consultants".
This Agreement is intended to memorialize and confirm each parties
respective duties, rights and obligations.
RECITALS
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The Consultants are knowledgeable stock traders who employ
various strategies to trade stock and commodities for themselves and others
under the Partnership. They also provide mentoring and educational programs and
advise to other traders and potential traders.
Force 10 provides a trading environment for self-directed
traders including education and management of these same traders as well as
providing offices, software, hardware, connectivity to the exchanges and other
services designed to support the trader.
For these reasons and others expressed below, the parties have
entered into this Agreement as a means of securing to themselves the benefits
and advantages of their mutual interests and goals with respect to the business
of Force 10 Trading.
1. CONSULTING SERVICES.
Consultants shall provide both general and specific services
to the Company, including, but not limited to:
A. GENERAL SERVICES. Generally, Consultants
shall maintain, where requested, regular
communication with Force 10 to remain aware of Force
10's business development and growth plans. In the
event Consultant is or becomes aware of the
availability of strategic partnerships, acquisition
candidates, including Traders or other business
opportunities within of interest to Force Ten,
Consultants shall present any such opportunities to
Force 10 before presenting the same to any other
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person or entity; and Force 10 shall have thirty (30)
days to evaluate each such opportunity and either (i)
communicate to Consultants that it will pursue the
opportunity and take affirmative steps to pursue the
same, in which case Consultants shall not offer the
same to any other person or entity, or (ii)
communicate to Consultants that Force 10 shall not
pursue such opportunity, in which case Consultants
may offer the same to third parties and shall have no
further obligation to Force 10 with respect thereto.
B. SPECIFIC SERVICES.
i) Consultants will operate and trade from the
Force 10 offices using the offices of the
Company to execute all of their trades.
ii) The Company will receive commissions from
these trades.
iii) The Consultants will assist the Company in
the formation of a subsidiary company or
private company to promote the Consultant's
educational materials. The development of
this company will provide a system of
training for traders, both for in-house
seminars and for training and seminars via
the Internet.
2. TERM OF AGREEMENT.
Unless extended by a separate written agreement, the term of
this Agreement shall be two (2) years from the date of its execution.
3. PAYMENT FOR CONSULTING SERVICES.
A. INITIAL PAYMENT. The Company shall cause
to be issued two hundred thousand (200,000) shares of
its restricted common stock to Consultants or their
assignees. Restricted Common Stock referred to under
this subparagraph will be restricted under Section
144 of the Securities Act of 1933 ("Restricted
Stock"). Consultant understands that the shares
received are characterized as "restricted securities"
under the federal securities laws inasmuch as they
are not involving a public offering and that under
such laws and applicable regulations such securities
may not be resold without registration under the
Securities Act of 1933, except in certain limited
circumstances. In this connection, Consultant
represents that they are familiar with SEC Rule 144,
as now in effect, and understands the resale
limitations imposed thereby and by the Act. It is
understood that the certificates evidencing the stock
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may bear the following legends: (1) The securities
evidenced by this certificate have not been
registered under the Securities Act of 1933, as
amended, (the "Act") or the securities laws of any
state of the United States ("State Acts"). The
securities evidenced by this certificate may not be
offered, sold or transferred for value directly or
indirectly, in the absence of such registration under
the Act and qualification under applicable State
Acts, or pursuant to an exemption from registration
under the Act and qualification under applicable
State Acts, the availability of which is to be
established to the reasonable satisfaction of Force
10.
B. OFFICE SPACE. The Company will provide
offices and associated services to the Consultants so
that they may trade and mentor from the Force 10
offices.
C. EDUCATIONAL AND TRAINING SERVICES. The
Company will set up, with cooperation of the
Consultants an education and training company to be
develop in joint cooperation as the parties may
agree.
D. TRADING ACCOUNT LOAN. Upon completion of
any fund raising in excess of $1 million, the Company
agrees to loan the Consultants $200,000 for their
trading account, the terms to be agreed upon by
mutual consent.
E. COMMISSIONS AND FINDERS FEES.
i) ACQUISITIONS. In the event that
Consultants introduces Force 10 to any
potential acquisition or merger candidate (a
"Candidate") and Force 10 closes on a
transaction with a Candidate, a Commission
of five percent (5%) of the purchase price
or valuation of the transaction shall be due
to Consultants. This fee shall be payable in
a like consideration as that used in the
transaction. For example, a cash purchase of
a Candidate shall require a cash Commission
from Force 10 to Consultants and a stock
purchase of a Candidate shall require a
stock payment from Force 10 to Consultant.
ii) FUNDING. In the event that
Consultants introduces or otherwise arranges
capital financing for Force 10, a Finders
Fee of five percent (5%) of the gross amount
funded will be due to Consultants. Fees due
under this subparagraph shall be payable in
cash within five (5) days of funding.
iii) COMMISSIONS ON FROM TRADES
PLACED BY CONSULTANT INTRODUCED TRADERS. The
Company agrees to pay Consultant a
commission of $1.00 per trade placed by
every trader introduced to the Company by
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Consultant. Such trades must be placed in
the Company's offices and the gross amount
of this commission shall be limited to seven
hundred and fifty dollars ($750.00) per
month.
4. ENTIRE AGREEMENT. This agreement encompasses all the terms of the
agreement between the parties hereto, and this agreement supersedes any
and all other agreements, either orally or in writing, between the
parties hereto with respect to the matters discussed herein. Any
modifications of this agreement will be effective only if set forth in
a writing signed by both parties. Notwithstanding this paragraph, the
parties of this agreement agree that a separate agreement outlining the
details of a licensing and resale agreement of the Consultant's
educational courses to the Company may be necessary to memorialize the
parties intentions.
5. SEVERABILITY. Whenever possible, each provision of this agreement shall
be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this agreement shall be
prohibited or invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity,
without invalidating the remainder of such provision or of the
remaining provisions of this agreement.
6. GOVERNING LAW. This agreement shall be construed in accordance with,
and governed by, the laws of the State of Utah.
Signature page follows
CONSULTANTS FORCE 10 TRADING, Inc.
By /S/ XXXX XXXXXXXX By /S/ XXX X.XXXXXX
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Xxxx Xxxxxxxx, individually and Xxx X. Xxxxxx, President
as partner of Collbrook
By: /S/ XXXXX XXXXXX
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Xxxxx Xxxxxx, individually and as partner of Collbrook
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