CONSULTING SERVICES AGREEMENT
-----------------------------
Agreement made as of the 2nd day of August , 1999 by and between the following
parties:
DIAMOND RACING, INC., "CLIENT", being a corporate entity, which is duly
organized pursuant to the laws of the State of Florida maintaining its principal
offices at:
00000 XXXXXXXXX 00XX XXXXXX - XXXXXXX, XXXXXXX 00000;
and Green Tree Financial Group, Inc., "PROVIDER", a validly existing
corporation having its principal offices at:
0000 Xxxxx Xxxx Xxxx Xxxxx
Xxxxx #000
Xxxxxxx Xxxxx, Xxxxxxx 00000
WHEREAS, the parties mutually desire to enter into a formal business
relationship, do hereby agree that the following accurately reflects their
entire understanding.
IN CONSIDERATION of the covenants, terms and conditions herein stated, the
undersigned parties agree as follows:
1. PROVIDER'S OBLIGATIONS.
1.1 At all times for the duration of this Agreement the PROVIDER shall use
its best efforts to take CLIENT public pursuant to the regulations promulgated
under the Securities Act of 1933, as amended. This will entail applying with the
appropriate authorities such as the SEC, NASD/OTCBB and appropriate states in an
initial or direct public offering, pursuant to the terms and conditions as
negotiated in good faith directly with CLIENT.
2. CLIENT'S OBLIGATIONS. At all times for the duration of this Agreement and
on a timely basis, CLIENT shall:
i) provide all non-confidential documentation and information, which may
be required for the PROVIDER to perform the requisite services;
ii) arrange to participate in meetings and discussions with qualified
securities attorneys and or other professionals introduced by PROVIDER;
iii) negotiate in good faith with all third party potential
professionals, and aforementioned authorities used by PROVIDER;
iv) provide all documentation to the PROVIDER that may be required to
prepare the necessary federal registration statement and appropriate state "blue
sky" filings so as to effectuate a proposed offering.
v) pay all of the costs, filing, auditing and legal fees associated
with the process. These costs are incorporated within the fee discussed below.
3. PROVIDER'S FEE. For its aforementioned services to CLIENT which were
brought about through the efforts of the PROVIDER, the following fees shall be
due and payable contemporaneously with the signing of this agreement and as part
of the completion of the public offering:
3.1: Upon the commencing of the public offering process, which was
initiated by and through the efforts of the PROVIDER, the PROVIDER shall be
entitled to, and shall be paid the following compensation:
3.1-1 CASH FEE DOWN PAYMENT. A payment equal to FORTY TWO THOUSAND
($42,000) DOLLARS payable by bank or certified check in U.S. funds. An
additional FORTY TWO THOUSAND ($42,000) DOLLARS shall be payable within 30 days
of the date of this agreement.
3.2 CASH FEE AT COMPLETION: A remaining fee, payable by bank or certified
check, equal to FORTY ONE THOUSAND ($41,000) DOLLARS of the gross $125,000 fee
quote to CLIENT. CLIENT shall not disclose the payment terms to any and all
persons.
4. MISCELLANEOUS.
4.1 The parties specifically acknowledge that:
a) PROVIDER makes no representation that it is a duly licensed
securities broker/dealer, investment banking firm or attorney.
b) PROVIDER is not required to provide any services that are
exclusive to
licensed securities broker/dealers, investment bankers or
attorneys.
4.2 NON CIRCUMVENT AGREEMENT. CLIENT agrees that all third parties
introduced to it by the PROVIDER represent significant efforts and working
relationships that are unique to, and part of, the work product of the PROVIDER.
Therefore, without the prior specific written consent of the PROVIDER, CLIENT
agrees to refrain from conducting direct or indirect business dealings of any
kind, with any third party so introduced by PROVIDER, for a period of three
years from the initial introductions made. In the event of a violation of this
provision, PROVIDER shall be entitled to obtain, on an Ex Parte application,
appropriate injunctive relief, from any court of competent jurisdiction,
together with and including all remedies available at law. This provision shall
survive the remaining obligations and performance due hereunder.
4.3 EXCLUSIVE AGREEMENT. This Agreement supersedes any and all prior
oral or written agreements, which provided for PROVIDER'S performance in behalf
of CLIENT.
4.4 GUARANTEE OF PERFORMANCE. Diamond Racing, Inc., by authorization
of its board of directors, does hereby execute this Agreement in the capacity of
joint and several guarantor of the performance by Diamond Racing, Inc. of all of
its duties, obligations and responsibilities as hereinabove stated.
4.5 ASSIGNABILITY AND UNENFORCEABILITY. This Agreement or the rights,
duties and or obligations hereunder may not be assigned by either party without
the express written consent of the other. The unenforceability of any one or
more provisions hereof shall not invalidate any of the other provisions. This
Agreement shall remain valid until written notice to the contrary is provided by
one party to the other.
4.6 COUNTERPARTS AND FACSIMILE SIGNATURES. This Agreement may be
executed in one or more counterparts, each of which shall represent a binding
obligation upon the executing party respectively. The facsimile signature of
either or both parties shall constitute original signatures for the purposes of
this Agreement and shall be as binding upon the parties as such.
4.7 CAPTIONS. The paragraph captions are for descriptive purposes only
and shall have no effect with regard to the content or the validity of the
content thereof.
4.8 CONTROLLING LAW. This Agreement shall be construed in accordance
with the laws of the State of Florida.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date first
above written.
ATTEST: __________________________
__________________________ BY: XXXXXX XXXXXXX
--------------
_____________________________
ATTEST:
__________________________ BY: XXXX XXXXXXX
ATTEST: __________________________
__________________________ BY: R. XXXXX XXXXXXX, VICE
PRESIDENT GREEN TREE FINANCIAL GROUP, INC
SUPPLEMENTAL AGREEMENT FOR SERVICES
[GREENTREE FINANCIAL GROUP, INC. LETTERHEAD]
000 X. XXXXXXXXX XXXX - XXXXXXX XXXXX, XXXXXXX 00000
(000) 000-0000 * (000) 000-0000 FAX
January 15, 2002
Xxxxxx Xxxxxxx
Diamond Powersports, Inc.
00000 Xxxxxxxxx 00xx Xxxxxx
Xxxxxxx, Xxxxxxx 00000
Re: Agreement for Non-IPO services
Dear Xx. Xxxxxxx:
As you requested, the following summarizes the services (not related to your
initial public offering) we have (or will) perform for common stock in Diamond
Powersports, Inc. We ask that you confirm or amend this understanding. We will
perform the following services for Diamond Powersports, Inc. ("Client"):
1. Prepared registration documents with Florida Atlantic Stock Transfer
Agent.
2. Assist in working with independent Certified Public Accountant in
financial audit through fiscal year 2002.
3. Prepared original Private Placement Memorandum and one revision.
4. Prepared corporate subscription agreements.
5. Prepared individual subscription agreements.
6. Prepared Form D and filed with the Securities and Exchange Commission.
7. Prepared business plan and developed corporate Internet strategy.
8. Located and arranged for investor relations firms.
9. Mergers and acquisitions consulting.
10. Reviewed financial and tax information on two prospective acquisition
candidates.
11. Prepared IRS and state tax forms consisting of 1120-S's, 1040's,
DR601C's.
12. Reviewed quarterly Forms 941 and UCT-6's.
13. Quick Books consultations.
14. Submitted list of fulfillment houses.
15. Negotiated with advertising agency for 144 stock exchanges.
16. Located and negotiated with web site developers.
17. Discussions and attended numerous meetings with Xxxx Xxxxxxx and Xxxxxx
Xxxx on corporate expansion strategy.
18. Reviewed amended articles of incorporation.
19. Prepared unaudited financial statements for 9/30/99 and 9/30/98.
20. Assist product media package with Xxxx Xxxxxxxxxx in Miami.
21. Prepare first three 10-QSB reports and first 10-KSB report and file
with the Securities and Exchange Commission.
22. EDGARize all document relating to the Client's registration statement
and the reports in No. 26
The fees for these services shall be 400,000 shares of the Company's common
stock registered in the Company's first SB-2 registration statement. Client
agrees to be responsible for transferring title of the necessary common shares
for Provider surrounding this transaction. The shares shall be payable in the
following schedule:
- 200,000 due at the commencing of the engagement
- 100,000 due upon effectiveness as a reporting company under the Securities
Exchange Act of 1934, and
- 100,000 due by December 31, 2003
We believe this accurately describes the services to be provided for Diamond
Powersports, Inc. If this is in accordance with your understanding, please sign
the enclosed copy and return it to me. As always, please let us know if you have
any questions.
Sincerely,
____________________
R. Xxxxx Xxxxxxx, CPA
Reviewed and Agreed:
____________________
Xxxxxx Xxxxxxx, President
