EXHIBIT 10.1
LEGAL RETENTION AGREEMENT
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This Legal Retention Agreement (the "Agreement") is entered as of the 27th day
of May 2004, between Zkid Network Company, a Nevada corporation (the "Company"),
Xxxxxxxx X. Xxxxxxx, Esq. (hereinafter referred to as the "Attorney").
WITNESSETH
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WHEREAS, the Company desires to retain the services of Attorney; and
WHEREAS, in order to retain the services of Attorneys, the Company
wishes to grant to Attorney Shares in the Company, $.01 par values, of the
Company;
ACCORDINGLY, in consideration of the foregoing, the mutual promises
hereinafter set forth, and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Company and the Attorney,
intending to be legally bound, hereby agree as follows:
1. Services. Attorney will provide the Company with legal and advisory
services, including guiding the company in structuring its corporate
structure in connection with ongoing corporate transactions for a
period of one year.
2. Grant of Shares: The Company hereby grants to Attorney 3,000,000 shares
of the Company registered pursuant to a Form S-8, as a retainer for
services to be rendered by Attorney. The Company shall promptly take
action to register such shares on Form S-8 and deliver such shares to
Attorney.
3. Condition Precedent. As a condition to earning the Shares of the
Company pursuant to paragraph 1 above, Attorney must use or continue to
use his best lawful effort for the benefit of the Company and its
Subsidiaries. The Company acknowledges that Attorney's role is a part
time position, involving advice and consultation to the Company as an
Attorney.
4. Parties Bound. This Agreement shall be binding upon and insure to the
benefit of the parties hereto and their respective successors and
assigns, and all references herein to either the Company or the
Attorney shall de deemed to include any successor or successors,
whether immediate or remote.
5. Governing Law and Enforcement. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the United State
of America and the State of New York. This Agreement was executed,
delivers and is to be performed in New York, NY. Should any clause,
sentence or section of this Agreement be judicially or administratively
determined to be invalid, unenforceable or void by the laws of the
State of New York or any agency or subdivision thereof, such decision
shall not have the effect of invalidating or voiding any it her clause,
sentence or section of this Agreement and the parties hereto agree that
the part or parts of this Agreement so held to be invalid,
unenforceable or void, shall be deemed to have been deleted here from
and all other clause, sentences and sections shall have the same force
and effect as if such invalid or unenforceable part or parts had never
been included herein.
6. Captions. The headings or captions of this Agreement have been include
for ease of reference only and are not to be considered in the
construction or interpretation of this Agreement or any section or
clause contained herein or therein.
7. Amendments. This Agreement may not be modified, amended or terminated
except by another agreement in writing executed by the parties hereto.
8. Counterparts. This Agreement may be signed in one or more counterparts
with the same effect as if the parties signed the same document. All
counterparts shall be construed together and shall constitute one
instrument.
IN WITNESS WHEREOF, this Agreement has been executed and delivered as of the
date and year first above written.
AGREED AND ACCEPTED:
ZKID NETWORK COMPANY
Signature: /S/ Xxxxxxxx Xxxxxxx Signature: /S/ Xxx Xxxxxxxxxxx
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Date: 05/27/04 Title: President
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Date: 05/27/04
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