CONSULTING AGREEMENT
1. Introduction. This Agreement is effective 12/10/2000, (The "Effective Date")
between Globus International Corp., and its subsidiaries (collectively
referred to as Globus) with offices at Xxx Xxxxx Xxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, XX 00000 and Civilization Communications Inc., 00 Xxxx Xxxxxxxxx
Xxxxxx, Xxxxxx Xxxxxx, XX 00000 and its Consultants (collectively referred
to as Civcom) to provide business advice and consulting services provided
and to be provided by Civcom, and its staff including Xxxxx X Xxxxxxxx,
Chairman and Xxxxx Xxxxxxxx, President of Civcom.
2. Consulting Services. Civcom shall provide the following services:
Advise the restructure of Globus business plans as well as
advise Globus to restructure the number of Globus securities currently issued
and/or that may be required to be issued regarding future acquisitions
and mergers.
* Develop and analyze the valuation of the new B-to-B software.
currently represented on the web site xxx.x-xxxxxxxxx.xxx/xxx.xxxx
to be acquired by Globus through a license or the acquisition of the
company that developed operating B-to-B software.
* Establish a new Business Plan leading the projections of
revenues and expenses that aid Globus to increase its business and
earnings related to the Internet use of Mo-B reaching major
buyers/sellers in eastern Europe, Central and South America
initially.
1. Establish a new Private Placement Offering directed to
institutional or private accredited investors in accordance with Securities
and Exchange Commissions Regulation D Rules 505 ,
2. Seek and introduce other companies and/or products that can be
acquired by Globus through acquisitions in technical, areas
including a presentation to XXxx Xxxxxxx'x company, Southwest
Semiconductors, ICON high speed switches to aid in Internet
connections in Globus' operating B-to-B programs, multiple language
Distance Learning programs for major companies, Satellite
interconnections to lower costs and increase higher speed internet
and Telephony traffic etc.
3. Retained as Consultant.. Globus hereby retains Civcom and Civcom
accepts such retainer as Consultant subject to, and in accordance with,
the terms and conditions of this Consulting Agreement.
4. Consulting Term. Globus hereby retains Civcom as a Consultant to commence
upon the Effective Date hereof and shall continue for a period of six (6)
months (or terminated prior to 6 month period pursuant to paragraph 8 below ).
In the event that both Parties agree in writing of their intent to renew the
contract for a continuing one (1) year period, this Agreement shall be
automatically renewed for a successive one (1) year term.
5. Fee Compensation. Fees payable to Civcom for consulting services shall
be provided and calculated as follows.
(a) In lieu of a cash payment fee to Civcom for services provided,
Globus shall issue 50,000 shares of free-trading common stock
payable. to the. principals of Civcom, Xxxxx Xxxxxxxx 25,000 shares
and Xxxxx Xxxxxxxx 25,000 shares. These shares will be issued in
accordance with Securities Exchange Commission's form Registration
S-8 and will be issued not later than December 29, 2000.
(b) In lieu of additional cash payment fees to Civcom, Globus shall
issue additional 150,000 shares of free-trading common stock
payable to the principals of Civcom, 75,000 shares to Xxxxx
Xxxxxxxx and 75,000 shares to Xxxxx Xxxxxxxx payable upon Globus
completing any transaction relating to any form of letters of
credit, loans, services, leases, acquisitions and/or mergers,
product sales and management services in these areas. These shares
will be issued in accordance with Securities Exchange Commission's
form Registration S-8 and will be issued to a mutually acceptable
escrow agent not later than December 29, 2000 to be delivered to
Civcom principals upon. the conclusion of any of the above
activities when and if completed in accordance with the terms of
this Agreement.
(c) Upon tire completion of any transaction accepted by Globus
relating to any proceeds received by Globus from any letters of
credit, loans, or products sold, and/or any leases, or licenses,
acquisition and/or mergers or joint ventures with any third parties
introduced to Globus by Civcom. Globus shall additionally pay to
Civcom five percent (5%) of any proceeds in cash or kind received
by Globus.
(i) Civcom may accept payment in any additional number of Globus
shares of common stock that is to be issued to Civcom upon properly
filed with the SEC under form S-8 Registration. Any number of such
shares accepted in payment by Globus to Civcom in lieu of a cash
payment shall be calculated by the gross proceeds received by Globus
and divided by 60% of market value of Globus free-trading shares of
common stock.
6. Expenses. Globus shall pay directly any fees due and payable to
Ruffa & Ruffa acting as an Escrow Agent for 150,000 free-trading Globus common
stock in accordance with paragraph 5 (c)and (d) hereinabove and or
providing a letter opinion in the acceptance or amendment of Globus
filed S-8 and:
(a) Globus shall reimburse Civcom's reasonable and necessary
expenses incurred in furtherance of Globus' business. As a
condition to such reimbursement Civcom shall provide Globus
with such statements and documentation of the amount, character
and necessity of the expenditure as Globus's accountants deem
appropriate to meet the standard under the Internal Revenue
Code (Code), Regulations and Revenue Rulings (Rulings).
Reimbursement of any such expenses shall be first approved by
Globus prior to any expense exceeding $100 may be incurred by
Civcom.
7. Civcom's Other Duties. Civcom as well Xxxxx Xxxxxxxx'x and/or
Xxxxx Xxxxxxxx'x duties as Globus' business advisors, negotiators.
technical supporters and providing selected bridging activities
between Globus business activities with third parties, lawyers
and/or accountants shall include the services to be provided to
Globus by Civcom. Such services shall also include but not be
limited to:
(a) responsibility for overseeing the activities of properly
promoting and development of Globus' successful transactions,
government liaison, public relations, development of Globus
communication facilities, and such planning for outside
activities relating to Globus' successful transactions.
(b) CIVCOM shall devote its best efforts, attention and
energies to performing its consulting services and duties
hereunder during the term of this Agreement and any renewable
thereof.
8. Termination of Consulting Agreement Unless otherwise agreed to in
writing by the parties hereto, Civcom's consulting services hereunder may be
terminated by Globus prior to the expiration of the term or of the
extended term of this Agreement and Globus shall have no further
obligations to Civcom except as provided for hereunder with respect
to the continuation of any fees and/or securities upon the
occurrence of either of the following:
(a) Non performance of services of Civcom and/or Xxxxx Xxxxxxxx
to Globus in case of his incompetency or death; or
(b). Any "cause." related to Civcom's activities. For the purpose of
this paragraph, "cause" shall mean the substantial and repeated failure of
Civcom to carry out the directions of Globus' Board of Directors.
9. Arbitration. In the event of a dispute as to the
entitlement to or amount of any fees and/or securities
compensation or other economic benefits due Civcom under this
Agreement, that dispute shall be submitted to arbitration
before three arbitrators in New York City by the American
Arbitration Association under their then existing rules end
regulations. The award of the majority of such arbitrators
shall be binding upon Globus and/or Civcom.
10. Entire Agreement. This instrument is the entire
Agreement of Globus and Civcom pertaining to Consultant's
Retainer for services. Oral changes will have no effect. It
may be altered only by a written agreement signed by the party
against whom enforcement of any waiver, change, modification.
extension or discharge is sought.
IN WITNESS WHEREOF, the parties have signed this Agreement this 12-19,2000.
Civilization Communications Inc. Globus International Resources Corp
/s/____________________________ /s/_______________________________
Chairman President
