CONSULTING AGREEMENT
--------------------
This Consulting Agreement ("Agreement") is to be effective as of the 12th day of
June 2003, by and between Roanoke Technologies Corp., ("Company"), with offices
located at 000 Xxxxxx Xx., Xxxxxxx Xxxxxx, XX 00000, and Xxxxx Xxxxx
("Consultant"), an individual doing business as Sussex Avenue Partners LLC,
having his principal address at 000 Xxxxxxxx Xxxxxxx Xxxxx, Xxxxx 000X,
Xxxxxxxx, XX 00000.
For the purposes of this Agreement, either of the above shall be referred to as
a "Party" and collectively as the "Parties".
The Parties hereby agree as follows:
1. APPOINTMENT OF XXXXX XXXXX. Company hereby appoints Consultant and
Consultant hereby agrees to render services to Company as a
Marketing and Sales Representative.
2. SERVICES. During the term of this Agreement, Consultant shall
provide advice to undertake for and consult with the Company
concerning management of sales and marketing resources,
consulting, strategic planning, corporate organization and
structure, financial matters in connection with the operation of
the businesses of the Company, expansion of services, acquisitions
and business opportunities, and shall review and advise the
Company regarding its and his overall progress, needs, and
condition. Consultant agrees to provide on a timely basis the
following enumerated services plus any additional services
contemplated thereby:
(a) The implementation of short-range and long-term strategic planning
to fully develop and enhance the Company's assets, resources,
products, and services;
(b) The implementation of a marketing program to enable the Company to
broaden the markets for its services and promote the image of the
Company and its products and services;
(c) Advise the Company relative to the recruitment and employment of
key executives consistent with the expansion of operations of the
Company.
(d) The identification, evaluation, structuring, negotiating, and
closing of joint ventures, strategic alliances, business
acquisitions, and advise with regard to the ongoing managing and
operating of such acquisitions upon consummation thereof; and
(e) Advise and recommendations regarding corporate financing including
the structures, terms, and content of bank loans, institutional
loans, private debt funding.
Services of the Consultant shall not directly or indirectly promote or maintain
a market for the Company's securities and are not and will not be provided in
connection with a capital raising transaction for the Company.
TERM. The term ("Term") of this Consulting Agreement shall be for a period
of four (4) months commencing on the date hereof. The contract will
automatically be extended for an additional three (3) months. Either party
hereto shall have the right to terminate this Agreement upon thirty (30)
days prior written notice to the other party after the first three (3)
months.
3. COMPENSATION. See Attachment "A".
4. CONFIDENTIALITY. Consultant will not disclose to any other person, firm or
corporation, nor use for its own benefit, during or after the Term of this
Consulting Agreement, any trade secrets or other information designated as
confidential by Company which is acquired by Consultant in the course of
performing services hereunder. Any financial advice rendered by Consultant
pursuant to this Consulting Agreement may not be disclosed in any manner
without the prior written approval of Company.
5. INDEMNIFCATION. Company, its agents or assigns hereby agree to indemnify
and hold Consultant harmless from and against all losses, claims, damages,
liabilities, costs or expenses (including reasonable attorney's fees,
collectively the "Liabilities"), joint and several, arising from the
performance of this Consulting Agreement, whether or not Consultant is
party to such dispute. This indemnity shall not apply, however, and
Consultant shall indemnify and hold Company, its affiliates, control
persons, officers, employees and agents harmless from and against all
liabilities, where a court of competent jurisdiction has made a final
determination that Consultant engaged in gross recklessness and willful
misconduct in the performance of its services hereunder.
6. INDEPENDENT CONTRACTOR. Consultant and Company hereby acknowledge that
Consultant is an independent contractor. Consultant shall not hold itself
out as, nor shall it take any action from which others might infer that it
is an agent of or a joint venture of Company.
7. MISCELLANEOUS. This Consulting Agreement sets forth the entire
understanding of the Parties relating to the subject matter hereof, and
supersedes and cancels any prior communications, understandings and
agreements between the Parties. This Consulting Agreement is non-exclusive
and cannot be modified or changed, nor can any of its provisions be waived,
except by written agreement signed by all Parties. This Consulting
Agreement shall be governed by the laws of the State of California without
reference to the conflict of law principles thereof. In the event of any
dispute as to the Terms of this Consulting Agreement, the prevailing Party
in any litigation shall be entitled to reasonable attorney's fees.
8. NOTICES. Any notice required or permitted hereunder shall be given in
writing (unless otherwise specified herein) and shall be deemed effectively
given upon personal delivery or seven business days after deposit in the
United States Postal Service, by (a) advance copy by fax, (b) mailing by
express courier or registered or certified mail with postage and fees
prepaid, addressed to each of the other Parties thereunto entitled at the
following addresses, or at such other addresses as a Party may designate by
ten days advance written notice to each of the other Parties at the
addresses above and to the attention of the persons that have signed below.
Please confirm that the foregoing sets forth our understanding by signing the
enclosed copy of this Consulting Agreement where provided and returning it to me
at your earliest convenience.
All Parties signing below do so with full authority:
Party Receiving Services: Party Providing Services:
Roanoke Technology Corp. Xxxxx Xxxxx, an individual
/s/ Xxxxx X. Xxxxx /s/ Xxxxx Xxxxx
-------------------------- --------------------------
Xxxxx X. Xxxxx, CEO Xxxxx Xxxxx, an individual
ATTACHMENT "A"
Payment for services:
A. For the services rendered and performed by Xxxxx Xxxxx during the term
of this Agreement, Company shall, upon acceptance of this Agreement:
Pay to Xxxxx Xxxxx fourteen million (14,000,000) free-trading shares of
RNKE common stock for three (3) months of service.
Accepted with full authority:
Roanoke Technology Corp.
By: /s/ Xxxxx X. Xxxxx
Xxxxx X. Xxxxx, CEO
