Exhibit 10.30
AMENDED BUSINESS MANAGEMENT CONTRACT
THIS AMENDED AGREEMENT is made and entered into this 17th day of
September, 2001, by and between Blue Marble World, Inc., hereinafter referred to
as "Blue Marble" or "Management" or "Business", a Nevada corporation, and
eSAFETYWORLD, Inc., a Nevada corporation, hereinafter referred to as
"eSAFETYWORLD" and "Consultant" and replaces a previous Business Management
Contract dated February 28, 2001.
WITNESSETH
WHEREAS, Blue Marble is a direct sales company that sells high quality
personal care and nutritional products in the United States, hereinafter
referred to as the "Business."
WHEREAS, Blue Marble desires that eSAFETYWORLD act as a consultant to
certain aspects of the Business, and eSAFETYWORLD desires to operate and provide
services to certain aspects of the Business, subject to the terms and conditions
of this contract;
NOW, THEREFORE, for and in consideration of the foregoing and of the terms
and conditions herein set forth, the parties do agree to the following.
1. BLUE MARBLE'S AGREEMENT. Blue Marble agrees that eSAFETYWORLD shall provide
administrative support services the Business for a period of three years.
The Agreement will automatically rollover for an additional year on each
contract anniversary date unless terminated in writing by one of the
parties on such anniversary date. This term is hereinafter referred to as
the "Operating Period."
2. eSAFETYWORLD'S RESPONSIBILITIES. During said term, eSAFETYWORLD shall use
its best efforts in the administration of the Business, including
supervising the calculation and payment of commissions, ordering of product
and fulfillment of orders, and hosting the website. In the furtherance of
the foregoing, Management shall:
a. Hire, supervise and compensate, from Blue Marble's funds, all
employees of the Business. Provide logistical and customer service
functions.
b. Maintain or supervise the maintenance of records and books of account
and financial reports required to be filed with the Securities
Exchange Commission..
c. Supervise the payment of liabilities and obligations
d. Supervise the preparation and filing of all income tax returns, sales
tax reports, and any and all other returns and/or reports required in
the operation of the Business by any governmental entity.
.
e. Supervise customer service and other day-to-day business functions.
Consultant shall assist Management in performing these functions.
3. COMPENSATION.
a. Blue Marble shall pay to eSAFETYWORLD the sum equal to 10% of the
gross revenues with a monthly minimum of $3,500. Payment shall be made
monthly and may be made, at Management's option in cash or shares of
Blue Marble World's common stock. If payment is made in common stock,
eSAFETYWORLD shall have demand registration rights which may be
exercised once in each 12 month period. The number of shares that will
be issuable will be based on the closing bid price on the last
business day of each month. If no bid price exists, the number of
shares issuable will be based on a price of $.50 per share. In
addition, eSAFETYWORLD shall be reimbursed for the costs incurred by
it for outside contractors and consultants.
b. The amount payable each month shall be subject to renegotiation on
each Contract Anniversary Date.
c. For purposes of this Agreement, the term "gross sales" shall be
determined on an accrual basis and be defined as the following:
DEFINITION OF GROSS SALES: The phrase Gross Sales, as used
herein, shall mean the dollar aggregate of the entire amount of
the price charged for all goods, wares and merchandise sold,
leased, licensed or delivered, and all charges for all products
sold by Blue Marble as determined in conformity with accounting
principles generally accepted in the United States.
5. TERMINATION. Upon the termination of this Agreement, Consultant shall
return to Blue Marble all property of Blue Marble in the possession of
eSAFETYYWORLD.
6. EARLY TERMINATION OF THIS AGREEMENT. This Agreement shall be terminated,
except as to liabilities or claims which shall have accrued or arisen prior
to such termination, and all obligations hereunder shall cease upon the
happening of any of the following events.
a. If there shall be filed by Consultant in any court pursuant to any
statute either of the United States or of any state a petition in
bankruptcy or insolvency, or for a reorganization, or for the
appointment of a receiver or trustee of all or a substantial portion
of Consultant's property, or if Consultant shall make an assignment or
petition for or enters into an arrangement for the benefit of
creditors, or if a petition in bankruptcy is filed against Consultant
which is not discharged within ninety (90) days thereof.
b. The serving of notice by the Blue Marble that Consultant has
committed a material breach of this agreement and Consultant not
having cured, within thirty (30) days after the mailing of such
notice, such breach. Any such termination shall be without prejudice,
however, to any and all rights and remedies of Owner.
7. AGREEMENT NOT AN INTEREST IN REAL PROPERTY. This Agreement shall not be
deemed at any time to be an interest in real estate, a lien of any nature
against the Business or the land upon which it is erected, or to convey a
beneficial interest in Owner's business.
8. BINDING EFFECT. Except as herein otherwise provided this Agreement shall
inure to the benefit of and be binding upon the parties, their successors
or assigns.
9. MISCELLANEOUS.
a. Any consent required of Blue Marble shall be ineffective unless it is
in writing and signed by Blue Marble.
b. This Agreement contains the entire agreement of the parties and may be
changed, modified, extended or renewed only by an Agreement in writing
and signed by the parties.
10. GOVERNING LAW. This agreement, and all transactions contemplated hereby,
shall be governed by, construed and enforced in accordance with the laws of
the State of New York. Any controversy or claim arising out of or relating
to this Agreement, or the breach thereof, shall be resolved by arbitration
in accordance of the rules of the American Arbitration Association , and
judgment upon the award rendered by the arbitrator(s) shall be entered in
any court having jurisdiction thereof. For that purpose, the parties hereto
consent to the jurisdiction and venue of an appropriate court located in
Suffolk County, State of New York. In the event that arbitration results
from or arises out of this Agreement or the performance thereof or
litigation to enforce any award entered therein, the parties agree to
reimburse the prevailing party's reasonable attorney's fees, court costs,
and all other expenses, whether or not taxable by the court as costs, in
addition to
any other relief to which the prevailing party may be entitled. In the
event of any such claim or controversy, no action shall be entertained by
said arbitration if initiated more than one year subsequent to the date the
cause(s) of action actually accrued regardless of whether damages were
otherwise as of said time calculable.
11. SEVERABILITY. If any provision of this Agreement is declared invalid or
unenforceable, such provision shall be deemed modified to the extent
necessary and possible to render it valid and enforceable. In any event,
the unenforceability or invalidity of any provision shall not affect any
other provision of this Agreement, and this Agreement shall continue in
full force and effect and be construed and enforced as if such provision
had not been included or had been modified as above provided as the case
may be.
12. CONTRACTUAL PROCEDURES. Unless specifically disallowed by law, should
litigation arise hereunder, service of process therefore may be obtained
through certified mail, return receipt requested; the parties hereto
waiving any and all rights they may have to object to the method by which
service was perfected.
13. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the
Parties and may be modified or amended only by agreement in writing, signed
by the Parties. This Agreement supersedes all previous agreements between
the Parties.
IN WITNESS WHEREOF the parties hereto have caused this instrument to be
executed on the day and year first above written.
Blue Marble World, Inc.
By:___________________________
Its:__________________________
eSAFETYWORLD, Inc.
By:__________________________
Its:_________________________
