EXHIBIT 10(e)
CONSULTING AGREEMENT
This CONSULTING AGREEMENT dated March 13, 2001, is entered into by and
among XxxxxXxx.xxx, Inc., a Georgia corporation ("Parent"), xxxxxxx.xxx, Inc., a
Delaware corporation and a wholly-owned subsidiary of Parent ("Company"), and CA
Consulting Services, Inc., a New York corporation ("Consultant").
1. Retention.
Company hereby retains Consultant as an independent contractor
consultant, and Consultant hereby agrees to accept retention from Company as
such a consultant, with responsibilities to consult with the Company on such
issues, in such a manner, and at such times, as are mutually agreeable.
2. Term.
The retention under this Agreement shall commence effective on the date
hereof and shall end on the first anniversary hereof.
3. Fees.
(a) Payment of Fees. As fees for the services to be provided to
Company, Parent shall transfer on behalf of Consultant to Xxxx X. Xxxxx,
President of Consultant and the natural person who will be bona fide providing
the services hereunder for Consultant to Company, on the date hereof shares of
the common stock, $.001 par value per share (the "PediaNet Shares"), of Parent
so that the aggregate fair market value thereof at the date of issuance is equal
to $40,000. For purposes of this Agreement, the "fair market value" of a
PediaNet Share at the date of its issuance shall be the 10-day average closing
price thereof on the principal exchange or quotation service on which the
PediaNet Shares are then being traded, ending three trading days prior to the
date of issuance hereunder, rounded up to the nearest whole number of PediaNet
Shares, if such calculation results in a fraction of a PediaNet Share.
(b) Registration. All issuances of PediaNet Shares hereunder shall be
registered
with the Securities Exchange Commission ("SEC") on Form S-8 or any successor
form thereto (or if such a form is unavailable, under any other available form
of registration) and under all applicable state securities laws, prior to the
time such issuances are to be made hereunder. Parent shall at all times maintain
the effectiveness of any such registration, amend, and/or supplement such
registration statements in accordance with all applicable laws, list or
authorize for quotation all such PediaNet Shares on the primary exchange or
quotation service on which the PediaNet Shares are then trading, and reserve for
issuance hereunder the PediaNet Shares to be issued hereunder. Parent represents
to Consultant that, prior to the date hereof, it has filed a Form S-8 relating
to the issuances of the PediaNet Shares hereunder with the SEC, and that such
registration statement has been declared or deemed effective.
4. Reimbursement of Business Expenses.
During the term of this Agreement, Company shall reimburse Consultant
promptly for all reasonable expenditures, including, but not limited to,
travel, entertainment, and parking; provided such expenses are incurred in
connection with its duties under this Agreement, and are submitted for
reimbursement in accordance with the policies reasonably established by the
Board of Directors therefor in effect at the time the expense is incurred.
5. Independent Contractor.
Company and Consultant acknowledge that Consultant is solely an
independent contractor and consultant.
6. Notices.
For purposes of this Agreement, notices and other communications
provided for in the Agreement shall be in writing and shall be deemed to have
been duly given when delivered or mailed by United States Registered or
Certified Mail, return receipt requested, postage prepaid, addressed as follows:
If to Consultant: CA Consulting Services, Inc.
000 Xxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
Attn: President
If to Company or Parent:
c/o XxxxxXxx.xxx, Inc.
00 Xxxx Xxx Xxxxxx,
Xxxxxxxx, Xxx Xxxx 00000
or at such other address as any party may have furnished to the other in writing
subsequent to the execution of this Agreement or, in the case of Consultant, to
the address listed for him in Company's records, and in the case of Company or
Parent, to the address known by Consultant to be where the primary office of
Parent is located.
7. Modifications, Waivers; Superseding Agreement; Applicable Law.
No provision in this Agreement may be modified, waived, or discharged
unless such waiver, modification, or discharge is agreed to in writing, signed
by Consultant and by the Parent and Company. This Agreement supersedes all prior
oral or written agreements relating to the subject matter hereof or any other
matter affecting Consultant's services rendered for the Company and use of its
information. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of New York,
without regard to the conflicts of laws principles thereof.
8. Severability.
If any provision of this Agreement is determined to be invalid or is in
any way modified by any governmental agency, tribunal, or court of competent
jurisdiction, such determination shall be considered as a separate, distinct,
and independent part of this Agreement and shall not affect the validity or
enforceability of any of the remaining provisions of this Agreement.
9. Successor Rights and Assignment.
This Agreement shall bind, inure to the benefit of, and be enforceable
by Consultant's successors and assigns. The rights and obligations of Parent
and/or Company under this Agreement may not be assigned without the prior
written consent of Consultant. Consultant may not assign its duties hereunder
and he may not assign any of its rights hereunder without the prior written
consent of Company.
IN WITNESS WHEREOF, Consultant, Parent and Company have signed this
Agreement as of the date hereinabove indicated.
CA CONSULTING SERVICES, INC.
By: /s/ Xxxx Xxxxx
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Name: Xxxx Xxxxx
Title: President
XXXXXXXX.XXX, INC.
By: /s/Xxxxxx Xxxxxxx
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Name: Xxxxxx Xxxxxxx
Title: President
XXXXXXX.XXX, INC.:
By: /s/Xxxxxx Xxxxx
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Name: Xxxxxx Xxxxx
Title: President
