CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") is made and entered into this
1st day of February, 1999, by and between Entrepreneur Investments, a Colorado
Limited Liability Company ("EI"), with offices located at 0000 Xxxx Xxxxxxxxx
Xxxxxxxxx, Xxxxxxxxx, Xxxxxxxx 00000 (hereafter also "Consultant"), and
Xxxxxxxxx.xxx, Inc., a Colorado corporation with offices located 0000 Xxxxxxx
Xxxxxx, Xxxxx #00, Xxxxxx, Xxxxxxxx 00000 (the "Client").
WHEREAS:
(i) The Consultant is willing and capable of providing on a "best efforts"
basis various consulting services to the Client including, but not limited to
the following: (i) performance of consulting services relating to the
capitalization and corporate structure of the Company and its offering of Common
Stock pursuant to Rule 504 of Regulation D under Section 3(b) of the Securities
Act of 1933; (ii) performance of assistance to the Company in connection with
the preparation of the Company's Information Statement in accordance with the
provisions of subparagraph (a)(5) of Rule 15c2-11 under the Securities Exchange
Act of 1934; and (iii) performance of consulting services concerning the
Company's relations with its shareholders and the brokerage and investment
communities and other matters pertaining to the proposed establishment of a
public trading market for the Client's Common Stock on the Over-the-Counter
Bulletin Board.
(ii) The Client desires to retain the Consultant as an independent
consultant and the Consultant desires to be retained in that capacity upon the
terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual promises and agreements
hereinafter set forth, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Consulting Services. The Client hereby retains the Consultant as an
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independent consultant to the Client and the Consultant hereby accepts and
agrees to such retention. The Consultant shall render to the Client such
services of an advisory or consultative nature in order to perform the business,
management and financial consulting services described in (i) hereinabove and
otherwise desired by the Client. Performance of the consulting services
described herein shall be accomplished exclusively by the Consultant
2. Time, Place and Manner of Performance. The Consultant shall be
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available for advice and counsel to the officers and directors of the Client at
such reasonable and convenient times and places as may be mutually agreed upon.
Except as aforesaid, the time, place and manner of performance of the services
hereunder, including the amount of time to be allocated by the Consultant to any
specific service, shall be determined in the sole discretion of the Consultant.
3. Term of Agreement. The term of this Agreement shall be a period of
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twelve (12) months commencing on the date of the execution of this Agreement.
4. Compensation. The Client hereby agrees to pay the Consultant
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reasonable fees for its services performed under this Agreement within a
reasonable time following the receipt from the Consultant of invoices or other
evidence of the performance of said services; which invoices or other evidence
shall have been approved by the Board of the Directors of the Client.
5. Expenses. The Client shall reimburse the Consultant for all expenses
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and other disbursements incurred by the Consultant on behalf of the Client
within a reasonable time following the receipt from the Consultant of invoices
or other evidence of such expenses and/or disbursements; which invoices or other
evidence shall have been approved by the Board of the Directors of the Client.
6. Disclosure of Information. The Consultant recognizes and acknowledges
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that it has and will have access to certain confidential information of the
Client and its affiliates that are valuable, special and unique assets and
property of the Client and such affiliates. The Consultant will not, during or
after the term of this Agreement, disclose, without the prior written consent or
authorization of the Client, any of such information to any person, except to
authorized representatives of the Consultant or its affiliates, for any reason
or purpose whatsoever. In this regard, the Client agrees that such authorization
or consent to disclosure may be conditioned upon the disclosure being made
pursuant to a secrecy agreement, protective order, provision of statute, rule,
regulation or procedure under which the confidentiality of the information is
maintained in the hands of the person to whom the information is to be disclosed
or in compliance with the terms of a judicial order or administrative process.
7. Nature of Relationship. It is understood and acknowledged by the
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parties that the Consultant is being retained by the Client in an independent
capacity and that, in this connection, the Consultant hereby agrees, except as
provided in paragraph 4. hereinabove or unless the Client shall have otherwise
consented in writing, not to enter into any agreement or incur any obligation on
behalf of the Client.
8. Conflict of Interest. The Consultant shall be free to perform services
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for other persons. The Consultant will notify the Company if its performance of
consulting services for any other person could conflict with its obligations
under this Agreement. Upon receiving such notice, the Client may terminate this
Agreement or consent to the Consultant's outside consulting activities; failure
to terminate this Agreement shall constitute the Client's ongoing consent to the
Consultant's outside consulting activities.
9. Notices. Any notices required or permitted to be given under this
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Agreement shall be sufficient if in writing and delivered or sent by registered
or certified mail to the principal office of each party.
10. Waiver of Breach. Any waiver by the Consultant of a breach of any
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provision of this Agreement by the Client shall not operate or be construed as a
waiver of any subsequent breach by the Client.
11. Assignment. This Agreement and the rights and obligations of the
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parties hereunder shall inure to the benefit of and shall be binding upon their
successors and assigns.
12. Applicable Law. It is the intention of the parties hereto that this
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Agreement and the performance hereunder and all suits and special proceedings
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hereunder be construed in accordance with and under and pursuant to the laws of
the State of Colorado and that in any action, special proceeding or other
proceeding that may be brought arising out of, in connection with or by reason
of this Agreement, the laws of the State of Colorado shall be applicable and
shall govern to the exclusion of the law of any other forum, without regard to
the jurisdiction in which any action or special proceeding may be instituted.
13. Severability. All agreements and covenants contained herein are
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severable, and in the event any of them shall be held to be invalid by any
competent court, this Agreement shall be interpreted as if such invalid
agreements or covenants were not contained herein.
14. Entire Agreement. This Agreement constitutes and embodies the entire
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understanding and agreement of the parties and supersedes and replaces all prior
understandings, agreements and negotiations between the parties.
15. Waiver and Modification. Any waiver, alteration or modification of
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any of the provisions of this Agreement shall be valid only if made in writing
and signed by the parties hereto. Each party hereto, from time to time, may
waive any of its rights hereunder without effecting a waiver with respect to any
subsequent occurrences or transactions hereof.
16. Counterparts. This Agreement may be executed in counterparts, each of
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which shall be deemed an original but both of which taken together shall
constitute but one and the same document.
IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Agreement as of the day and year first above written.
CONSULTANT: CLIENT:
ENTREPRENEUR INVESTMENTS, LLC XXXXXXXXX.XXX, INC.
By: /s/ Xxxxx X. Xxxxxx, Xx. By: /s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxxx, Xx., Managing Member Xxxxx X. Xxxxx,
Chief Executive Officer
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