CONSULTING/OPTION AGREEMENT
This Consulting/Option Agreement ("Agreement") is made and entered into on
this 1st day of December by and between Voice Media, Inc. ("Consultant") and
XxxxxxXxx.xxx, Inc. ("Swifty").
PREAMBLE
WHEREAS, Consultant is a Nevada corporation in good standing with offices
at 0000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxx Xxxx, Xxxxxx 00000; and
WHEREAS, Swifty is a Florida corporation in good standing with offices at
000 Xxxx Xxxxxxx Xxxx., Xxxxx 000, Xxxxx, Xxxxxxx 00000; and
WHEREAS, Consultant has experience and expertise in the management,
marketing and operation of web sites; and
WHEREAS, Consultant desires to provide to Swifty certain services utilizing
Consultant's experience and expertise in connection with the management,
marketing and operation of web sites and Swifty desires to obtain such services
from Consultant.
NOW, THEREFORE, in consideration of the foregoing, of the mutual agreements
and promises set forth herein, and for other good and valuable consideration the
receipt and sufficiency of which is acknowledged Consultant and Swifty intending
to be legally bound, agree as follow:
1. Consulting Services: For the duration of this Agreement Consultant will
provide to Swifty advice regarding the management and marketing of Swifty's web
sites for the purpose of increasing the profitability and efficient utilization
of Swifty's web sites.
All of such consulting services shall be provided by Consultant as
Consultant deems to be reasonable and appropriate to accomplish its obligations
as set forth above.
Consultant shall not be obligated to travel or cause its employees or
agents to travel to Swifty's premises to render such consulting services. In the
event that it becomes necessary for a representative of Consultant to travel to
Swifty's premises in connection with Consultant's performance under this
Agreement then Swifty shall pay the cost of business class transportation and
first class hotel and accommodations for such person or persons. Swifty
acknowledges that Consultant has other business relationships and may not always
be immediately available to render the services provided for in this Agreement.
Consultant agrees to use its best efforts to provide its services at such times
as requested by Swifty or as soon thereafter as it is able to do so.
2. Term. The terms of this Agreement shall be one year commencing on
December 1, 2000 and ending on November 30, 2001.
3. Consideration: In consideration for the services to be provided by
Consultant pursuant to this Agreement Swifty shall forthwith transfer to
Consultant one million, four hundred and thirty thousand (1,430,000) of its
common shares. Consultant acknowledges that such shares have not been registered
and are restricted from any transfer by Consultant except pursuant to an
applicable exemption or effective registration statement. Swifty agrees that
Consultant shall have "piggy back rights" allowing the aforesaid shares, or any
part thereof as determined by Consultant to be included in any registration
statement which Swifty files following the date of execution of this Agreement
or which has not yet become effective as of the date of execution of this
Agreement.
4. Consultant's Warranties: Consultant warrants that it has the right to
enter into this Agreement and to perform its obligations hereunder.
5. Failure to Lawfully Issue Shares: In the event Swifty shall not be able
to transfer the shares referred to in paragraph 3 to Consultant then this
Agreement shall forthwith terminate and Consultant shall have no further
obligation to perform any services hereunder.
6. Option to Purchase Shares: Swifty hereby grants to Consultant the option
to purchase from Swifty an additional one million (1,000,000) shares of Swifty's
common stock at a price of fifty cents ($.50) per share. Consultant acknowledges
that such shares, when issued, shall be restricted shares as defined above. The
option provided for herein may be exercised at any time up to the third
anniversary of the execution of this Agreement. This option may be exercised on
one or more occasions for all or any portion of the said one million (1,000,000)
shares. The options shares shall have the same "piggy back rights" as provided
for the shares to be issued pursuant to paragraph 3 of this Agreement.
7. Swifty's Warranties: Swifty warrants that it is lawfully able to issue
to Consultant the shares referred to in paragraphs 3 and 8 hereof and that other
than the lack of registration there are and/or will be no liens, restrictions or
limitations upon the issuance of said shares or the shares themselves.
9. Representation on Swifty's Board of Directors: Consultant shall have the
right, to be exercised in its sole discretion, to nominate one of its officers
or directors to serve as a director of XxxxxxXxx.xxx, Inc. Swifty shall
cooperate to the fullest extent possible to cause such person nominated by
Consultant to be elected to Swifty's board of directors.
10. Miscellaneous Provisions:
a. Enforceability: If any term or condition of this Agreement shall be
found, by a court of competent jurisdiction, to be invalid or unenforceable to
any extent or in any application, then the remainder of this Agreement, and such
term or condition except to the extent or in such application which is held to
be invalid or unenforceable, shall not be affected thereby and each and every
term and condition of this Agreement shall be valid and enforced to the fullest
extent and in the broadest application permitted by law. Notwithstanding the
foregoing, in the event such term or condition held to be invalid or
unenforceable shall render the purpose or intent of this Agreement to be
materially impaired then this Agreement may be terminated by either party upon
ten (10) days written notice to the other party.
b. Notice: All notices or other communications required or permitted to be
given pursuant to this Agreement shall be in writing and shall be made by: (i)
certified mail, return receipt requested; (ii) Federal Express, Express Mail, or
similar overnight or courier service; or (iii) delivery (in person or by
facsimile or similar telecommunication transmission) to the party to whom it is
to be given, to the address appearing elsewhere in this Agreement or to such
other address as any party hereto may have designated by written notice
forwarded to the other party in accordance with the provisions of this Section.
Any notice or other communication given by certified mail shall be deemed given
at the time of certification thereof, except for a notice changing a party's
address which shall be deemed given at the time of receipt thereof. Any notice
given by other means permitted by this Section shall be deemed given at the time
of receipt thereof.
c. Application of Florida Law: This Agreement, and the application or
interpretation thereof, shall be governed exclusively by its terms and by the
laws of the State of Florida. Venue shall be deemed located in Hillsborough,
Florida.
d. Counterparts: This Agreement may be executed by any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
e. Binding Effect: Each of the provisions and agreements herein contained
shall be binding upon and inure to the benefit of the personal representatives,
devisees, heirs, successors, transferees and assigns of the respective parties
hereto.
f. Jurisdiction: The parties agree that, irrespective of any wording that
might be construed to be in conflict with this paragraph, this Agreement is one
for performance in Florida. The parties to this Agreement agree that they waive
any objection, constitutional, statutory otherwise, to a Florida court's taking
jurisdiction of any dispute between them. By entering into this Agreement, the
parties, and each of them understand that they might be called upon to answer a
claim asserted in a Florida court.
g. Waiver: No waiver of any provision of this Agreement shall be deemed, or
shall constitute a waiver of any other provision, whether or not similar, nor
shall any waiver constitute a continuing waiver. No waiver shall be binding
unless executed in writing by the party making the waiver.
h. Entire Agreement: This Agreement constitutes the entire Agreement
between the parties pertaining to its subject matter, and it supersedes all
prior contemporaneous agreement, representations, and understandings of the
parties. No supplement, modifications, or amendment of this Agreement shall be
binding unless executed in writing by all parties.
i. Authority and Binding Effect: Each of the undersigned do hereby warrant
and represent that they have been duly authorized to enter to this Agreement on
behalf of their respective companies.
IN WITNESS WHEREOF, the parties have executed this Agreement effective the
date first stated above.
XxxxxxXxx.xxx, Inc. Voice Media, Inc.
By:/s/ Xxxxxx Xxxxxx By:/s/
_________________ ____________________
Xxxxxx Xxxxxx
President
