Exhibit 10.3 Chief Operating Officer Consulting Agreement
VENTURENET CAPITAL GROUP, INC.
CHIEF OPERATING OFFICER CONSULTING AGREEMENT
This agreement ("Agreement" or "the Agreement") memorializes, amends
and supersedes the Chief Operating Officer Consulting Agreement (attached hereto
as an exhibit) made on the 8th day of March, 2001, at Temecula, California,
between VentureNet Capital Group, Inc. ("Company" or "VentureNet"), a Delaware
corporation, and Xxxxxx X. Xxxxxxx ("Consultant"), an individual, Consultant.
This Agreement is retroactively effective on the 1st day of March, 2001.
BACKGROUND RECITALS
A. VentureNet Capital Group, Inc. is a fully reporting, publicly traded Delaware
corporation which desires to staff a position requiring the skills, training,
ability and experience to perform comprehensive duties of Chief Operating
Officer.
B. VentureNet has certain internal corporate management issues requiring
resolution and handling, which have been confidentially disclosed to Consultant,
and Consultant has signed a "Consultant Policy Statement and Agreement," a copy
of which is attached hereto as an exhibit.
C. Xxxxxx X. Xxxxxxx is an individual with extensive experience in U. S.
business, specifically, as president and Chief Executive Officer of a fully
reporting, publicly traded company, seeks a position as a consultant which
encompasses the full range of duties, among others, of a Chief Operating
Officer.
D. Both parties hereto acknowledge that present circumstances present certain
difficult challenges to Company management, and that such challenges create
substantial opportunities for both parties.
In consideration of the above Background Recitals, which are hereby incorporated
into the provisions of this Agreement, and other valuable consideration, the
parties, therefore, agree:
DUTIES & OBLIGATIONS OF CONSULTANT
1. TITLE/DUTIES: CHIEF OPERATING OFFICER. Company employs Consultant for the
position of Chief Operating Officer in which capacity he will act with the full
authority of the Board of Directors of Company concerning issues affecting the
internal daily management of Company, its documents, its subsidiary entities,
its SEC reporting requirements, the content of company communications and other
documents. The agreed initial scope of work includes but is not limited to the
following specific duties:
a. Oversee and direct all daily operations of Company. Consultant will,
before the expiration of this contract, submit a report to the Board of
Directors which will include, but not be limited to, an appropriate management
chain-of-command and a corporate communications program, internal and external.
b. Oversee and direct all government agency reporting requirements
including, but not limited to, the timely filing of the company's next due 10-K
filing.
c. Be responsible for establishing a quality, functional internal
accounting system.
d. Actively manage an the Advisory Board for optimum benefit to the
company.
e. Oversee and coordinate all corporate legal issues through the office
of corporate general counsel.
f. Such other and further duties as may be assigned by the Board of
Directors with Consultant's express approval.
2. LOYAL AND CONSCIENTIOUS PERFORMANCE OF DUTIES. Consultant shall answer and
report directly and only to the President and Chief Executive Officer of the
company. Consultant agrees that to the best of his ability and experience he
will at all times loyally and conscientiously perform all of the duties and
obligations required of him either expressly or implicitly by the terms of this
agreement. Consultant shall not, directly or indirectly, acquire, hold, or
retain any interest in any business competing with or similar in nature to the
business of Company, and shall not acquire and hold any secrets detrimental or
impacting the interests of Company, but shall immediately upon reciept disclose
such information to appropriate Company management.
3. TRADE SECRETS & UNFAIR COMPETITION. The parties acknowledge that Consultant,
in the course of his employment, shall have access to sales, personnel,
financial and other information of a proprietary nature belonging to the
company. Consultant specifically agrees that he shall not misuse,
misappropriate, or disclose by any means to any third party, any confidential
information or trade secrets of Company, or engage in any unfair competition,
either during the course of employment or at any time thereafter, except such
disclosure as may be required pursuant to his employment, or with the prior
consent of the company.
4. NO COMPETITIVE ACTIVITIES. During the term of this agreement, Consultant
shall not, directly or indirectly, either as an Consultant, employer,
consultant, agent, principal, partner, stockholder, corporate officer, director,
member, manager or in any other individual or representative capacity, engage or
participate in any business that is in competition in any manner whatsoever with
the business of Company.
5. MINIMUM HOURS. Consultant shall devote a minimum of 30 hours per week on
behalf of Company to the duties contemplated by this agreement. Consultant shall
make himself available on evenings, weekends, and days when he is not scheduled
to be in the Temecula office, to make presentations, meet with third parties and
to carry out other management activities, by mututal agreement between
Consultant and the President of Company.
6. LOCATION OF SERVICES TO BE PERFORMED. The hours mentioned in the foregoing
paragraph shall be performed on a weekly basis either in or from the company
premises in Temecula. Additional hours may be performed at any location deemed
appropriate by Consultant in consultation with the company President. It is
contemplated hereby that weekend time devoted by Consultant to company matters
may sometimes have the compensating effect of reducing the amount of time spent
by Consultant in the Temecula office.
COMPENSATION OF CONSULTANT
7. COMPENSATION. Company will pay Consultant a basic contract fee of four
million (4,000,000) shares of the common stock of Company (VNTN), and agreed
expenses of $1,000 per month. Said shares shall be issued under an S-8
registration or other appropriate registration, on the following basis: Upon
execution of this Agreement, three and a half million (3,500,000) shares; upon
completion of this Agreement, five hundred thousand (500,000) shares. Additional
compensation will be paid on the basis of an option, exercisable through April
30, 2002, to purchase up to one million (1,000,000) shares of the free trading
common stock of the Company at the bid price as of June 1, 2001.
8. ADDITIONAL COMPENSATION. Consultant shall also negotiate with company
additional bonuses, options and/or other forms of compensation from time to
time, and such additional compensation is on each occasion subject to
modification in a writing signed by the parties.
TERM AND TYPE OF EMPLOYMENT
9. TERM. The term of this Agreement shall be for a period of six months from the
effective date cited at the beginning of this agreement, namely, March 1, 2001
through August 31, 2001. Said term shall continue so long as the services
rendered by Consultant are satisfactory to Company, in the exclusive discretion
of its President.
10. AGREEMENT AT WILL. Either Company or Consultant may terminate this Agreement
at any time on two weeks notice to the other, with or without cause. The
provisions of this paragraph may be modified only by a writing signed by the
president of the company.
OBLIGATIONS OF COMPANY
11. GENERAL PROVISIONS. Company shall provide Consultant with the opportunities,
compensation, incentives, materials, benefits and business expense reimbursement
contemplated by or specified in this agreement, and shall keep Consultant
informed as to all performance expectations of him.
12. OFFICE AND STAFF. Company shall provide Consultant with office space,
telephone, required travel and accommodations, and administrative support
suitable to Consultant's position and adequate to the performance of his duties.
13. REIMBURSEMENT OF EXPENSES AND LOSSES. Company shall promptly reimburse
Consultant for all reasonable business expenses incurred by Consultant in
promoting the business of Company, including business-related expenditures for
entertainment, gifts, and travel reasonably incurred on behalf of Company.
Consultant shall furnish adequate records and documentary evidence of all
expenditures for the substantiation of each for an income tax deduction.
14. INDEMNITY. Company shall indemnify Consultant for all losses sustained by
Consultant in direct consequence of the discharge of his duties on Company's
behalf.
OTHER GENERAL PROVISIONS
15. ADDITIONAL TERMS & CONDITIONS: EMPLOYEE HANDBOOK. The terms contemplated
and expressed by this agreement will be subject to all of the applicable terms
and conditions of engagement for services set forth in full in Company's
Employee Handbook, a copy of which will be provided to Consultant, and which
Consultant agrees shall be a binding part of this agreement.
16. TERMINATION OF EMPLOYMENT. The services described in this Agreement may be
terminated by either Company or Consultant at any time upon two weeks notice to
the other party.
17. NOTICES. Any notices to be given by either party to the other shall be in
writing delivered by any means to the offices of Company at 00000 Xxxxxxxxx
Xxxxxx, Xxxxx 000, Xxxxxxxx, XX 00000.
18. ARBITRATION. Any controversy between Company and Consultant involving the
terms and provisions of this agreement, or the construction or application of
any of its terms or conditions, shall, on the written request of either party,
be submitted to arbitration in compliance with the California Arbitration Act.
Each party shall appoint one person to hear and determine the dispute. If the
two persons so appointed are unable to agree, then those persons shall mutually
select a third impartial arbitrator whose decision as to all unresolved issues
shall be final and conclusive upon both parties. The cost of arbitration shall
be equally borne by the parties.
19. ENTIRE AGREEMENT. This agreement memorializes the agreement of the parties,
and supersedes all oral agreements, except for exhibits hereto. Each party
acknowledges that no other terms are in effect which are not embodied herein,
and that nothing not contained in this agreement shall be valid or binding on
the parties.
20. MODIFICATION. Any modification of this agreement will be effective only if
it is in writing signed by the party to be charged.
21. PARTIAL INVALIDITY. If any provision in this agreement is held by a court of
competent jurisdiction to be invalid, void, or unenforceable, the remaining
provisions shall nevertheless continue in full force without any legal
impairment.
22. GOVERNING LAW. This agreement shall be governed by and construed in
accordance with the laws of the State of California.
23. SUMS DUE DECEASED CONSULTANT. If Consultant dies during employment
hereunder, any sums that may be due him from Company under this agreement as of
the date of death shall be paid when due in normal course to Consultant's
spouse. If spouse for any reason can not receive such payment, then to
Consultant's executors, administrators, heirs, personal representative,
successors, or assigns.
EXECUTED ON THIS 10TH DAY OF JULY, 2001, AT TEMECULA, CALIFORNIA.
COMPANY
By: /s/ Xxxxxxx X. Xxxxxx
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XXXXXXX X. XXXXXX, PRESIDENT
CONSULTANT
/s/ Xxxxxx X. Xxxxxxx
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XXXXXX X. XXXXXXX
