EXHIBIT 7.3
CONSULTING AGREEMENT
THIS AGREEMENT is made this nineteenth day or September, 1999 by and
between Gold Crown Holdings, Ltd., a British Virgin Islands Corporation
"Company" and Xxxxxxx Investment Advisory Group, a Florida Corporation
"Consultant".
RECITALS
A. The Consultant is familiar with: (i) the business of the Company, in
this case;
(ii) the business of owning non-majority blocks of stock in public companies for
investment purposes relating to the internet and financial sectors;
B. The Company desires that the Consultant provide to the Company, and
the Consultant desires to provide to the Company, business advice, identifying
potential acquisition and mergers, potential financing sources, future new
client's, strategic partner planning and consultation to oversee the
investment, and
C. The parties hereto desire to enter into a Consulting Agreement in the
terms hereafter set forth and for the purposes set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants herein contained
and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties mutually agree as follows:
1. Incorporation of recitals. The recitals set forth above are
incorporated herein
and made a part hereof as if fully set forth herein.
2. Definitions. In this Agreement:
(a) "Confidential Information" means any information or trade secrets
that the consultant learns or develops during the term of this Agreement that
derives independent economic value from not being generally known or readily
ascertainable by proper means by other persons who can obtain economic value.
(b) "Company" means Company, and/or any subsidiary or divisions.
3. Consultant Services. The Consultant shall provide consulting
services hereafter
enumerated to the Company for the period commencing on September 19, 1999 and
continuing through September 19, 2004, at which time this Agreement shall
terminate unless the parties hereto, through endorsements on the last page of
this Agreement, agree to continue this Agreement for a successive five (5) year
period. Consultant shall be available
provide such services as are reasonably required by the Company, including but
not limited with interfacing with the executives of the companies that Company
owns blocks of stock in.
4. Compensation. The Company shall pay to Consultant for the services
rendered
hereunder a fee of $25,000.00 per month from Company.
5. Scope of Services. During the term of this Agreement, Consultant
shall
provide consulting services including but limited to the following:
(a) Review of the Company's monthly financial information including
balance sheets, income statements, forecasts, budgets and general corporation
information;
(b) Preparation fore the board of director committee meetings,
including audit, investment, nominating and ad hoc committee meetings;
(c) Review board matters and committee assignments with individual
directors of the Company;
(d) Review accounting policies of the Company, including taxes with
the Company auditors;
(e) Review in depth the Company's legal matters including issues,
correspondence and attorney's legal bills;
(f) Review legislation, state audits, FCC compliance, SEC compliance
and industry information on a monthly basis;
(g) Review periodically key personnel and organizational issues;
(h) Interface with key executives of companies that Company owns
blocks of stock in;
(i) Represent the Company at social functions when appropriate.
(j) Identify the Company's merger and acquisition strategies,
including evaluation of targets and structuring the transaction,
(k) Assist in the Company's corporate financing activities, including
debt and equity transactions,
(l) Identify and evaluate the underwrites for the Company's securities
offering in the United States and Europe.
6. Relationship. The relationship between Company and Consultant created by
this
agreement shall be that of an independent contractor. The Consultant is not by
virtue of this
agreement and shall not for any purpose be deemed to be hereunder, an officer,
employee, agent, or affiliate of the Company. The services rendered by
Consultant pursuant to this agreement do not include the services of an
"investment advisor" as the term is defined under the United States
Federal or State laws.
7. Confidential Information. Consultant shall not use or disclose
Confidential Information,
directly or indirectly, for the benefit of any other than the Company, either
during or after the term of this Agreement, for as long as the information
retains the characteristics described in paragraph 2(a),
8. Arbitration. Any controversy or claim arising out of or relating to this
Agreement, or
any breach hereof, shall be settled by arbitration in Los Angeles, California
before three arbitrators in accordance with the commercial Rules of the American
Arbitration Association. The arbitrators shall be selected in accordance with
said Rules. Judgment upon the award rendered by the arbitrators shall be final
and binding on the parties, not subject to any appeal
and may be entered in any court having jurisdiction thereof. The laws of the
State of California, including its procedural laws, shall control said
arbitration proceeding and the interpretation of this Agreement. The arbitrators
shall decide on the matter of costs of the arbitration, including costs
enforcement of judgment upon the award, and may award reasonable attorney's fees
and costs.
9. Enforcement. In the event of a breach in any one or more of the
provisions of this
Agreement by Company or Consultant, the prevailing party shall be entitled to
recover the reasonable costs and expenses incurred in enforcing the terms of
this Agreement, including reasonable attorneys' fees, in addition to any damages
or other relief that may be awarded for such breach.
10. Severability. In the event that any provision of this Agreement is
invalid or
unenforceable under applicable law, that shall not affect the validity or
enforceability of the remaining provisions. To the extent that any provision of
the Agreement is unenforceable because it is over-broad, that provision shall be
limited to the extent required by applicable law and enforced as so limited.
11. Transferability. The rights and obligations or Company hereunder may
be transferred to
its successors and assigns. Consultant may not, however, transfer or assign his
rights or obligations in this Agreement.
12. Survival of Certain Terms. The provisions of paragraph 7, shall
survive the termination
and/or expiration of this Agreement and may be enforced by either of the parties
hereto, as their respective interests may appear, according to the terms of said
paragraphs following such termination or
expiration.
13. Amendment and Termination. This Agreement may be amended only by
agreement in
writing signed by the parties hereto. This agreement may be terminated by
agreement in writing signed by the parties hereto and shall automatically
terminate at the expiration of the initial six (6) year term of this Agreement
or at the expiration of any renewal term unless extended by the parties hereto
as provided herein.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.
Gold Crown holdings, Ltd.
By: (Signature)
Xxxxxxx Investment Advisory Group, Inc.
By: (Signature)
Xxxxxxx X. Xxxxxxx, Xx., President
