CONSULTING SERVICES AND FINANCIAL PUBLIC RELATIONS AGREEMENT
AGREEMENT made and entered into as of this first day of May, 2000
(the "Agreement"), by and between Globus International Resources Corp.,
a Nevada corporation (the "Company") with principal offices at Xxx Xxxxx Xxxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx, 00000 and Omicron Investment Corporation, a
Gibraltar corporation with an office for doing business at Xxxxxx Xxxx, Xxxxx
0X, Xxxxxxxx Xxxxxxxx, Xxxxxxxxx.
("Consultant").
Whereas, the Company is in the business of providing worldwide
Internet business to business (B2B) electronic commerce services; and
Whereas, the Consultant is in the business of providing legal
advice, management and financial public relations services to public
companies and the Company believes such experience is in its best
interest to utilize, and
Whereas, the Company acknowledges that the Consultant has been
performing such services since May 1, 2000 for the Company, and
Whereas, the Company formally desires to engage Consultant to
continue to provide such services in accordance with the terms and
conditions hereinafter set forth;
Now, therefore, the Company and Consultant agree as follows:
1.Engagement. The Company agrees to engage Consultant and
Consultant agrees to provide legal advice, management, and financial
public relations services to the Company
2.Term. The tem~ of this agreement shall commence on the date
hereof and shall continue for a period of one ( 1 ) year.
3. Services. Consultant shall render advice and assistance to the
Company on business related matters (the "Services") and in connection
there with shall:
(a ) cause its principals to attend meetings of the Company's
Board of Directors or Executive Committee (s) when so requested by the
Company;
( b ) cause its principals to attend meetings at the request of
the Company and review, analyze and report on proposed business
opportunities;
( c ) consult with the Company concerning on-going strategic
corporate planning and long term investment policies, including any
revision of the Company's business plan;
( d ) consult with, advise and assist the Company in identifying,
studying and evaluating merger, acquisition, joint venture, strategic
alliance, recapitalization and restructuring proposals, including the
preparation of reports and studies thereon when advisable, and assist in
negotiations and discussions pertaining thereto;
( e ) assist the Company in obtaining technical and advisory
assistance from other professionals where necessary or advisable,
including, but not limited to attorneys and accountants;
( f ) assist in the preparation and distribution of press
releases, whenever appropriate, to be made available to the press in
general, customers, suppliers and selected NASD broker-dealers,
financial institutions, and the Company's shareholders;
( g ) assist in the preparation and distribution of corporate
brochures and research reports to selected NASD broker-dealers,
financial institutions, and the Company's shareholders;
( h ) assist the Company in implementing its financial public
relations program, including, but not limited to distribution of
collateral material to broker-dealer firms.
( i ) provide the Company with legal advice related to
aforementioned activities.
In connection with the Services to be rendered by Consultant,
Consultant shall report to the Board of Directors and President of the
Company and shall consult with those individuals on behalf of the
Company in connection with its obligations set forth above. Consultant
agrees to make itself available to evaluate all proposals that relate to
any financing undertaken by the Company, subject to the limitations of
Section 5 and 7 hereof.
Anything to the contrary herein notwithstanding, it is agreed at
the Consultant's Services will not include any services that constitute
opinions or performance of work that is in the ordinary purview of a
certified public accountant or any work that is the ordinary purview of
a registered broker/dealer or in connection with or related to the offer
or sale of securities of the Company in a capital raising transaction.
4. Compensation.
( a ) The Company shal1 cause to be issued to the Consultant,
as a non-refundable retainer for prior services rendered and for
entering into this agreement 375,000 (three hundred and seventy five
thousand) shares of its Common Stock which shall be issued pursuant to
registration on Form S-8 under the Securities Act of 1933.
( b ) A11 out-of-pocket expenses incurred by the Consultant in
the performance of the Services to be incurred hereunder shall be borne
by the Company and paid upon submission of appropriate documentation
thereof, provided, however, prior authorization is required for amounts
in excess of $ 250.
5. Best Efforts Basis. Subject to Section 7 and the last sentence
of Section 5 hereof, Consultant agrees that it will at all times
faithfully and to the best of its experience, ability and talents
perform all the duties that may be required of it pursuant to the terms
of this Agreement. The Company specifically acknowledges and agrees,
however, that the services to be rendered by Consultant shal1 be
conducted on a "best-efforts" basis and has not, cannot and does not
guarantee that its efforts will have any impact on the Company's
business or that any subsequent financial improvement will result from
its efforts.
6. Company's Right to Approve Transaction. The Company expressly
retains the right to approve, in its sole discretion, each and every
transaction introduced by Consultant that involves the Company as a
party to any agreement. Consultant and the Company mutually agree that
Consultant is not authorized to enter any agreement on behalf of the
Company.
7.Non-Exclusive Services. The Company understands that Consultant
is currently providing certain advisory and financial public relation
services to other individuals and entities and agrees that Consultant is
not prevented or barred from rendering services of the same nature or a
similar nature to any other individuals or entities and acknowledges
that such Services may from time to time conflict with ~e timing of and
the rendering of Consultant's services. In addition, Consultant
understands and agrees that the Company shall not be prevented or barred
from retaining other persons or entities to provide services of the same
or similar nature as those provided by Consultant.
8. Information Regarding Company. Consultant represents and warrants
that it has received copies of the Company's financial statements and
other disclosure documents (collectively, the "Disclosure Documents").
Consultant represents that it has read the Disclosure Documents and has
reviewed all such information with its legal, financial and investment
advisors to are extent it deemed such review necessary or appropriate.
Because of the Company's financial condition and other factors, the
receipt of capital stock of the Company as compensation under this
Agreement involves a high degree of risk, including the risks that such
stock may substantially decrease in value. The Consultant acknowledges
and accepts that risk. Consultant further represents that it has been
afforded the opportunity to discuss the Company with its management. As
a result, Consultant is cognizant of the financial condition and
operations of the Company, has available full information concerning its
affairs and has been able to evaluate the merits and risks of being
compensated in common stock of the Company. Consultant represents and
warrants to the Company that it has received from the Company and has
otherwise had access to all information necessary to verify the accuracy
of the information in the Disclosure Documents.
9.Consultant Not an Agent or Employee. Consultant's obligations under
this Agreement consist solely of the services described herein. In no event
shall Consultant be considered to be acting as an employee or agent of
the Company or otherwise representing or binding the Company. For the
purposes of the Agreement, Consultant is independent contractor. All
final decisions with respect to acts of the Company or its affiliates,
whether or not made pursuant to or in reliance on information or advice
furnished by Consultant hereunder, shall be those of the Company or such
affiliates and Consultant shall, under no circumstances, be liable for
any expenses incurred or losses suffered by the Company as a consequence
of such actions. Consultant agrees that all of its work product relating
to the Services to be rendered pursuant to this agreement shall become
the exclusive property of the Company. The parties acknowledge that the
Services provided by the Consultant hereunder are not in connection with
the offering or sale of securities of the Company in a capital raising
transaction.
10. Representations and Warranties of the Company. The Company
represents and warrants to Consultant, each such representation and
warranty being deemed to be material, that:
(a)The Company will cooperate fully and timely with consultant to
enable Consultant to perform its obligations under this Agreement;
(b)The execution and performance of this agreement by the Company
has been duly authorized by the Board of Directors of the Company in
accordance with applicable law;
(c )The performance by the Company of this Agreement will not
violate any applicable court decree, law or regulation nor it will
violate any provision of the organizational documents of the Company or
any contractual obligation by which the Company may be bound;
(d)Because Consultant will rely upon information being supplied
it by the Company, all such information shall be true, accurate,
complete and not misleading, in all material respects;
(e)The Shares, when issued, will be duly and validly issued,
fully paid and nonassessable with no personal liability to the ownership
thereof;
(f) The Company will act diligently and promptly in reviewing
materials submitted to it by Consultant to enhance timely distribution
of such materials and will inform Consultant of any inaccuracies
contained therein prior to dissemination;
(g)The services to be provided by Consultant to the Company
hereunder are not in connection with or related to the offer or sale of
securities of the Company in a capital raising transaction.
ll. Representations and Warranties of Consultant. By virtue of
the execution hereof, and in order to induce the Company to enter into
this Agreement, Consultant hereby represents and warrants to the Company
as follows:
(a)It has full power and authority to enter into this Agreement,
to enter into a consulting relationship with the Company and to
otherwise perform this Agreement in the time and manner contemplated;
(b)It has the requisite skill and experience to perform the
services and to carry out and fulfill its duties and obligations
hereunder;
(c )The services to be provided by Consultant to the Company
hereunder are not in connection with or related to the offer or sale of
securities of the Company in a capital raising transaction,
(d)Consultant is not an affiliate of or associated with any
broker-dealers or associated with any finders which the doing or have
done business with the Company.
12.Liability of Consultant. In finishing the Company with
management advice and other services as herein provided, Consultant
shall not be liable to the Company or its creditors for errors of
judgment or for anything except malfeasance or gross negligence in the
performance of its duties or reckless disregard of the obligations and
duties under the terms of this Agreement
It is further understood and agreed that Consultant may rely upon
information furnished to it reasonably believed to be accurate and
reliable and that, except as set forth herein in the first paragraph of
this Section 12, Consultant shall not be accountable for any loss
suffered by the Company by reason of the Company's action or non-action
on the basis of any advice, recommendation or approval of Consultant.
The parties further acknowledge that Consultant undertakes no
responsibility for the accuracy of any statements to be made by
management contained in press releases or other communications,
including, but not limited to, filings with the Securities and Exchange
Commission and the National Association of Securities Dealers, Inc.
13. Confidentiality. Until such time as the same may become publicly
known, Consultant agrees that any information provided it by the
Company, of a confidential nature will not be revealed or disclosed to
any person or entities, except in the performance of this Agreement, and
upon completion of the term of this Agreement and upon the written
request of the Company, any original documentation provided by the
Company will be returned to it. Consultant will, where it deems
necessary, require confidentiality agreements from any associated
persons where it reasonably believes they will come in contact with
confidential material.
14. Notice. All notices, requests, demands and other
communications provided for by this Agreement shall, where practical, be
m writing and shall be deemed to have been given when mailed at any
general or branch United States Post office enclosed in a certified
post-paid envelope and addressed to the address of the respective party
first above stated. Any notice of change of address shall only be
effective however, when received.
15. Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the Company, its successors, and assigns,
including, without limitation, any corporation which may acquire all or
substantially all of the Company's assets and business or into which the
Company may be consolidated or merged and Consultant and its successors
and assigns.
Consultant agrees that it will not sell, assign, transfer,
convey, pledge or encumber this Agreement or his right, title or
interest herein, without the prior written consent of the Company, this
Agreement being intended to secure the personal services of Consultant.
16. Termination. Consultant agrees that the Company may terminate
this Agreement at any time providing prior written notice of termination
to Consultant. Any notice of termination shall only be effective
however, when received.
The Company agrees that the Company may terminate this Agreement
at any time providing prior written notice of termination to the
Company. Any notice of termination shall only be effective however, when
received.
17. Applicable Law. This Agreement shall be deemed to be a
contract made under the laws of the State of New York, and for all
purposes shall be construed in accordance with the laws of said state.
The Company (i) agrees that any legal suit, action or proceeding
arising out of or relating to this Agreement shall be instituted
exclusively in New York State Supreme Court, County of New York, or in
the United States District Court for the Southern District of New York,
(ii) waives any objection which the Company may have now or hereafter to
the venue of any such suit, action, or proceeding, and (iii) irrevocable
consent to the jurisdiction of the New York State Supreme Court, County
of New York, and the United States District Court for the Southern
District of New York in any such suit, action or proceeding.
18. Other Agreements. This Agreement supersedes all prior understandings
and agreements between the parties It may not be amended orally, but only by
a writing signed by the parties hereto.
19. Non-Waiver. No delay or failure by either party in exercising any
right under this Agreement, and no partial or single exercise of that right
shall constitutes a waiver of that or any other right.
20. Heading. Headings in this Agreement are for convenience only and
shall not be used to interpret or construe its provisions.
21. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shaI1 be deemed an original but all of which
together shall constitute one and the same instrument.
In Witness Whereof, the parties hereto have executed this
Agreement the day and year first above written.
Globus International Resources, Corp.
By /s/ ______________________________,
Xxxx Xxxxxx, CEO
Omicron Investment Corporation
By /s/ _______________________________
Xxxxx Klausgaard , President
