Supplemental Services Agreement
This Supplemental Services Agreement (the "Agreement") is made and
entered into by and between Colmena Corp., a publicly held Delaware corporation
with a classes of equity securities registered under Section 12(g) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and currently
trading on the over the counter bulletin board operated by but not a part of
NASDAQ (the "Client"); and, The Yankee Companies, Inc., a Florida corporation
("Yankees"; the Client and Yankees being hereinafter collectively referred to as
the "Parties" and generically as a "Party").
Preamble :
WHEREAS, the Parties entered into a consulting agreement on or about
November 24, 1998 (the "Consulting Agreement"), pursuant to which
Yankees has provided substantial services to the Client, but the Client
has been unable to meet its obligations to cooperate in matters
material to the Client's operations and compliance with its obligations
under the Exchange Act due to inadequate personnel resources, and has
requested that Yankees arrange for one of its independent contractor
associates (the "Associate") to assist the Client to complete its
audits for fiscal years ended September 30, 1998 (the "1998 Audit") and
1999 (the "1999 Audit"), and to prepare and file delinquent reports
required under Sections 13(d) or 15 of the Exchange Act, by assisting
and the gathering, organization and distribution of information
required therefor (the "10-KSB Project"); and
WHEREAS, Yankees has an independent consulting agreement with a person
willing and capable of performing such services and will make
arrangements therefor, provided that the Client agrees to make all
required payments associated therewith, as hereinafter set forth; and
WHEREAS, the Client finds the proposed terms fair and has urged Yankees
to expedite such arrangement, using proceeds from exercise of options
granted to Yankees under the Consulting Agreement (the "Original
Option"); and
WHEREAS, Yankees is willing to advance such proceeds, provided that the
Client agrees that the time for determining the quantity of shares of
the Client's common stock subject to the Original Option's 51%
provisions not be effected thereby, and instead, that such calculation
be deferrable, at Yankees' option, until the latter of complete
exercise of the Original Option or the 100th day following the date on
which the Client becomes current in all of its reporting obligations
under the Exchange Act; and
WHEREAS, the Client finds such proposed amendment to the provisions of
the Original Option reasonable, in its best interests, in the best
interests of its stockholders and pursuant to the terms of this
Agreement, accepts such proposal and so modifies the Original Option:
NOW, THEREFORE, in consideration for Yankees's agreement to arrange for
the hereinafter described services as well as to prematurely exercise a
portion of the Original Option and of the sum of TEN ($10) DOLLARS, and
other good and valuable consideration, the receipt and adequacy of
which is hereby acknowledged, the Parties, intending to be legally
bound, hereby agree as follows:
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Witnesseth:
1. Description of Services
(A) The Client hereby supplementally retains Yankees to assist the Client
to complete its 1998 Audit and its 1999 Audit, and to prepare and file
delinquent reports required under Sections 13(d) or 15 of the Exchange
Act, by assisting and the gathering, organization and distribution of
information required therefor (the "10-KSB Project"), by making
available the services of ▇▇▇▇ Entertainment, Inc., a Florida
corporation under contract to Yankees (the "Associate") to the Client
for the purposes hereinbefore described (the "Supplemental Services").
(B) The Client acknowledges that the Associate owes Yankees' a duty of
loyalty that supersedes any duties to the Client, but Yankees hereby
represents that, except in the event of a conflict of interest
involving Yankees or its affiliates, the Associate will also be deemed
a fiduciary of the Client, owing it a duty of loyalty inferior only to
that owed to Yankees and under applicable obligations imposed by law.
(C) In order to enable the Associate to perform the assignment undertaken
hereby, the Client hereby appoints the Associate its Agent, with full
power of substitution, to make demands for documents and information of
all kinds required in conjunction with the Supplemental Services in the
name of the Client, as if the Client, pursuant to duly authorized
corporate authority, had itself made such demands, and to file any law
suits or regulatory complaints required in the Associates' reasonable
exercise of discretion, to accomplish the Supplemental Services
expeditiously.
(D) The Client hereby acknowledges that, although Yankees will, pursuant to
the terms of the Consulting Agreement, take reasonable steps to monitor
the Associate in the performance of the Supplemental Services, the
Client has agreed, as a material inducement to Yankees entry into this
Agreement, that neither Yankees nor any affiliate thereof other than
the Associate shall have any liability, directly, indirectly or
incidently, to the Client or anyone claiming through the Client or
other wise, based on the Associates performance or failure to perform
its obligations under this Agreement.
2. Compensation & Reimbursement
The Client hereby agrees to pay for the services and undertakings
described in this Agreement, as follows:
(A) Compensation to Yankees under this Agreement shall be in addition to
all other compensation due to Yankees from the Client under any other
agreement or understanding.
(B) In consideration for Yankees agreement to prematurely exercise a
portion of the Original Option, as required to make the cash portion of
the compensation to be paid by the Client for the benefit of the
Associate under this Agreement, the Client hereby amends the Consulting
Agreement and the Original Option, by extending the time for
determining the quantity of shares of the Client's common stock subject
to the Original Option's 51% provisions, at Yankees' option, until the
latter of complete exercise of the Original Option or the 100th day
following the date on which the Client becomes current in all of its
reporting obligations under the Exchange Act.
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(C) The Client hereby agrees to use proceeds obtained from exercise of the
Original Option and shares of its authorized but heretofore unissued
common stock, to make the following payments directly to the Associate
in consideration for its assistance in completing the Client's 1998
Audit, Yankees having represented that it is not directly or indirectly
receiving any portion thereof:
(1) $2,500 payable on execution of this Agreement; plus
(2) $2,500 plus 200,000 shares of the Client's common stock (the
"Stock Compensation") issued in reliance on the exemptions
from registration under applicable state and federal
securities laws provided by Section 4(2) of the Securities Act
and Section 517.061(11) of the Florida Securities and Investor
Protection Act (the "Florida Act"), upon filing the Client's
report on Form 10-KSB for the year ended September 30, 1998,
including audited financial statements prepared as required by
generally accepted accounting principals, consistently applied
("GAAP"), with the Commission;
(D) In conjunction with the Stock Compensation, Yankees hereby confirms
that the Associate has represented and warranted in writing, in the
Associates agreement with Yankees, that:
(1) The Associate is familiar with federal and state securities
laws applicable to transactions in securities;
(2) The Stock Compensation will be issued without registration
under the provisions of Section 5 of the Securities Act or the
securities regulatory laws and regulations of the State of
Florida (the "Florida Act") or the Associate's state of
domicile, if other than Florida at such time (the "Applicable
Blue Sky Law"), pursuant to exemptions provided pursuant to
Section 4(6) of the Act and comparable provisions of the
Florida Act or the securities laws of Associate's state of
domicile;
(3) The Associate shall be responsible for preparing and filing
any reports concerning the subject transaction with the
Commission and with the securities regulatory authorities of
the Associate's state of domicile, and payment of any required
filing fees (none being expected);
(4) All of the certificates for the Stock Compensation will bear
legends restricting their transfer, sale, conveyance or
hypothecation unless the shares comprising the Stock
Compensation are either registered under the provisions of
Section 5 of the Act and under the Applicable Blue Sky Law, or
an opinion of legal counsel, in form and sub stance
satisfactory to legal counsel to the Client is provided to the
Client's legal counsel to the effect that such registration is
not required as a result of applicable exemptions therefrom;
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(5) The Client's transfer agent will be instructed not to transfer
any of the shares comprising the Stock Compensation unless its
legal counsel advises it that such transfer is in compliance
with all applicable laws;
(6) The Associate will be acquiring the shares comprising the
Stock Compensation for the Associate's own account, for
investment purposes only, and not with a view to further sale
or distribution; and
(7) The Associate or the Associate's advisors will have examined
the Client's books and records and questioned its officers and
directors as to such matters involving the Client as they deem
appropriate, prior to accepting any shares comprising the
Stock Compensation and making any payments, including, without
limitation, the provision of services, involved.
(E) (1) Upon completion of the 1998 Audit, the Parties will
mutually determine appropriate compensation for assistance
with the 1999 Audit, and whether the Associate should be
retained to provide services in conjunction therewith, and if
they reach an agreement with reference thereto, shall either
amend this Agreement as required to reflect such further
supplemental agreement, or prepare a new supplemental
agreement pertaining specifically thereto.
(2) If no such agreement is reached within 30 days after
completion of the 1998 Audit, then either Party may deem this
Agreement as having been completed, whereupon the Client shall
be free to make alternative arrangements, and Yankees shall
retain all benefits applicable to it reflected in this
Agreement.
(F) (1) In addition to the payments set forth above, the Client
will be responsible for payment of all costs and disbursements
associated with the Associates' services either:
(a) Reflected in an operating budget approved by the
Client; or
(b) Approved in writing by the Client; provided, however,
that the refusal by the Client to approve
expenditures required for the proper performance of
the Associates' services will excuse performance of
such services.
(2) All of Yankees's statements will be paid within 10 days after
receipt.
(3) In the event additional time for payment is required, Yankees
will have the option of selling the account receivable and the
Client agrees to pay interest thereon at the monthly rate of
1%.
(4) In the event collection activities are required, the Client
agrees to pay all of Yankees's out of pocket costs associated
therewith.
(5) There will be no change or waiver of the provisions contained
herein, unless such charge is in writing and signed by the
Client and Yankees.
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(G) By acceptance of the compensation under this Agreement, whether
tendered by Yankees or by the Client, the Associate shall be
irrevocably deemed to have agreed to be bound by its commitments, as
reflected in this Agreement, despite the fact that it is not a party
hereto.
3. The Associates' Commitments to Yankees for the Benefit of the Client
Yankees hereby represents that, pursuant to the terms of its agreement
with the Associate, in rendering its services to clients of Yankees, the
Associate has agreed that it:
(A) Will not disclose to any third party any confidential non-public
information furnished by the Client or otherwise obtained by it with
respect to the Client.
(B) Will not release any information or data about the Client to any
selected or limited person(s), entity, or group if it is aware that
such information or data has not been generally released or
promulgated.
(C) Will restrict or cease, as directed by the Client, all efforts on
behalf of the Client, including all dissemination of information
regarding the Client, immediately upon receipt of in structions (in
writing by fax or letter) to that effect from the Client.
4. The Client's Commitments to Yankees and the Associate
The Client hereby irrevocably covenants and agrees, for the benefit of
Yankees and of the Associate, which shall be deemed a third party beneficiary of
this Agreement, that:
(A). (1) All work performed by the Associate for the Client requiring
legal review will be submitted for approval by the Client
to the Client's legal counsel prior to its use.
(2) Final drafts of any matters prepared for use by the Associate
in conjunction with the provision of the Services will be
reviewed by the Client and, if legally required, by the
Client's legal counsel, to assure that:
(a) All required information has been provided;
(b) All materials are presented accurately; and,
(c) That no materials required to render information
provided "not misleading" are omitted.
(2) Only after such review and approval by the Client and, if
required, the Client's legal counsel, will any documents be
filed with regulatory agencies or provided to thereto or to
third parties.
(3) (a) Financial data will be reviewed by ▇▇▇▇▇▇▇▇ &
Company, competent, independent, certified public
accountants separately retained by the Client who are
members of the American Institute of Certified Public
Accountants' Securities Practice Section and who have
successfully undergone peer review as required
thereby.
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(b) Such accountants will be required to review and
approve all financially related filings, prior to
release to any third parties or submission to the
appropriate regulatory authorities.
(B) (1) The Client shall supply the Associate on a regular and
timely basis with all approved data and information about the
Client, its management, its products, and its operations and
the Client shall be responsible for advising the Associate of
any fact which would affect the accuracy of any prior data and
information supplied to the Associate.
(2) The Client shall use its best efforts to promptly supply the
Associate with full and complete copies of all proposed
filings with all federal and state securities agencies; with
full and complete copies of all proposed shareholder reports
and communications whether or not prepared with the
Associate's assistance, with all data and information supplied
to any analyst, broker-dealer, market maker, or other member
of the financial community; and with all product/services
brochures, sales materials, etc.
(3) The Client shall promptly notify the Associate of the filing
of any registration statement for the sale of securities
and/or of any other event which triggers any restrictions on
publicity (none being contemplated).
(4) The Client shall be deemed to make a continuing representation
of the accuracy of any and all material facts, material,
information, and data which it supplies to the Associate and
the Client acknowledges its awareness that the Associate will
rely on such continuing representation in performing its
functions under this Agreement.
(5) The Associate, in the absence of notice in writing from the
Client, may rely on the continuing accuracy of material,
information and data supplied by the Client.
5. Term & Earlier Termination
(A) This Agreement shall be for an initial term of 365 days, commencing on
the date of its complete execution by all Parties, as evinced in the
execution page hereof (the "Initial Term"), subject to accelerated
termination at such time as all of the Client's delinquent reports
under the Exchange Act have been properly filed with the Commission.
(B) This Agreement may be terminated by Yankees at any time, without
deprivation of any benefits granted hereunder, including those
pertaining to amendment of the Original Option, if it determines that
either the Client or the Associate are failing to comply with
applicable legal requirements.
(C) The Associate's obligations under this Agreement may be terminated by
it at any time, subject to forfeiture of all rights to compensation not
already paid hereunder, if it determines that the Client is refusing to
take reasonable steps to comply with applicable legal requirements.
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(D) The Client's obligations under this Agreement may be terminated by it
at any time, subject to returning to Yankees all proceeds allocated to
the Associate's compensation not already paid hereunder, if it
determines that the Associate Client is refusing to take reasonable
steps to comply with applicable legal requirements or materially
failing to comply with its obligations hereunder, provided that the
Associate shall be entitled to retain all compensation theretofore paid
to it for its services hereunder, and that the Client shall forfeit all
rights to recoupment thereof from any source whatsoever.
(E) Upon termination of this Agreement and payment to the Associate of all
amounts due it hereunder, the Associate or its representative shall
execute and deliver to the Client a receipt for such sums and a release
of all claims, except such claims as may have been submitted pursuant
to the terms of this Agreement and which remain unpaid, and, shall
forthwith tender to the Client all records, manuals and written
procedures, as may be desired by the Client for the continued conduct
of its business; and
(F) The Client or its representative shall execute and deliver to the
Associate a receipt for all materials returned and a release of all
claims, except such claims as may have been submitted pursuant to the
terms of this Agreement and which remain unpaid, and, shall forthwith
tender to the Associate all records, manuals and written procedures, as
may be desired by the Associate for the continued conduct of its
business.
6. The Associate' Confidentiality & Competition Covenants
6.1 General Provisions.
(A) The Associate acknowledges that, in and as a result of its entry into
this Agreement, it may become privy to confidential information of
special and unique nature and value relating to such matters as the
Client's secrets, systems, procedures, manuals, confidential and
reports; consequently, as material inducement to the entry into this
Agreement by the Parties, the Associate shall, if it accepts any
compensation hereunder, be irrevocably deemed to have covenanted and
agreed that it will not, except as required by law, at anytime during
the term of this Agreement, any renewals thereof and for two years
following the terms of this Agree ment, directly or indirectly, use,
divulge or disclose, for any purpose whatsoever, any of such
confidential information which has been obtained by or disclosed to it
as a result of its entry into this Agreement or provision of services
hereunder.
(B) In the event of a breach or threatened breach by the Associate of any
of the provisions of this Section 6, the Parties, in addition to and
not in limitation of any other rights, remedies or damages available to
them, whether at law or in equity, shall be entitled to a permanent
injunction in order to prevent or to restrain any such breach by the
Associate, or by its partners, directors, officers, stockholders,
agents, representatives, servants, employers, employees, affiliates
and/or any and all persons directly or indirectly acting for or with
it.
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6.2 Special Remedies.
In view of the irreparable harm and damage which would undoubtedly
occur to the Parties as a result of a breach by the Associate of the covenants
or agreements contained in this Section 6, and in view of the lack of an
adequate remedy at law to protect the Parties' interests, the Associate hereby
covenants and agrees that the Parties shall have the following additional rights
and remedies in the event of a breach hereof:
(A) The Associate hereby consents to the issuance of a permanent injunction
enjoining it from any violations of the covenants set forth in this
Section 6; and
(B) Because it is impossible to ascertain or estimate the entire or exact
cost, damage or injury which the Parties may sustain prior to the
effective enforcement of such injunction, the Associate hereby
covenants and agrees to pay over to the Parties, in the event it
violates the covenants and agreements contained in this Section 6, any
payment or compensation of any kind received by it because of such
violation before the issuance of such injunction.
6.3 Cumulative Remedies.
The Associate hereby irrevocably agrees that the remedies described in
this Section 6 shall be in addition to, and not in limitation of, any of the
rights or remedies to which the Parties are or may be entitled to, whether at
law or in equity, under or pursuant to this Agreement.
6.4 Acknowledgment of Reasonableness.
(A) The Associate hereby represents, warrants and acknowledges that its
members or officers and directors have carefully read and considered
the provisions of this Section 6 and, having done so, agrees that the
restrictions set forth herein are fair and reasonable and are
reasonably required for the protection of the interests of the
Parties, its members, officers, directors, consultants, agents and
employees; consequently, in the event that any of the above-described
restrictions shall be held unenforceable by any court of competent
jurisdiction, the Associate hereby covenants, agrees and directs such
court to substitute a reasonable judicially enforceable limitation in
place of any limitation deemed unenforceable and, the Associate hereby
covenants and agrees that if so modified, the covenants contained in
this Section 6 shall be as fully enforceable as if they had been set
forth herein directly by the Parties.
(B) In determining the nature of this limitation, the Associate hereby
acknowledges, covenants and agrees that it is the intent of the Parties
that a court adjudicating a dispute arising hereunder recognize that
the Parties desire that these covenants not to compete or circumvent be
imposed and maintained to the greatest extent possible.
6.5 Exclusivity.
The Associate shall not be required to devote all of its business time
to the affairs of the Client, rather it shall devote such time as it is
reasonably necessary in light of its other business commitments.
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7. Miscellaneous
7.1 Notices.
All notices, demands or other written communications hereunder shall be
in writing, and unless otherwise provided, shall be deemed to have been duly
given on the first business day after mailing by United States registered or
certified mail, return receipt requested, postage prepaid, addressed as follows:
To Yankees:
The Yankee Companies, Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇; Boca Raton, Florida 3418
Telephone (▇▇▇) ▇▇▇-▇▇▇▇; Fax (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, President
and
The Yankee Companies, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇; ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Telephone (▇▇▇) ▇▇▇-▇▇▇▇; Fax (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Chief Administrative Officer
To the Client:
Colmena Corp.
902 ▇▇▇▇▇ ▇▇▇▇▇ Road, Suite 316-D; ▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇▇▇ Telephone (▇▇▇) ▇▇▇-▇▇▇▇; Fax
(▇▇▇) ▇▇▇-▇▇▇▇ or at such address, telephone
and fax numbers
as are reflected on the SEC's ▇▇▇▇▇ Internet site;
and
Colmena Corp.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇; ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇; ▇▇▇▇▇▇▇ ▇▇▇▇▇
Telephone (▇▇▇) ▇▇▇-▇▇▇▇; Fax (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President & Chief Executive Officer
To the Associate:
▇▇▇▇ Entertainment, Inc.;
Town Executive Center; ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇; ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇;
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇, President;
Telephone (▇▇▇) ▇▇▇-▇▇▇▇; Fax (▇▇▇) ▇▇▇-▇▇▇▇; e-mail ▇▇▇▇▇▇@▇▇▇.▇▇▇.
in each case, with copies to such other address or to such other persons as any
Party shall designate to the others for such purposes in the manner hereinabove
set forth.
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7.2 Amendment.
No modification, waiver, amendment, discharge or change of this
Agreement shall be valid unless the same is in writing and signed by Parties.
7.3 Merger.
(A) This instrument, together with the instruments referred to herein,
contains all of the understandings and agreements of the Parties with
respect to the subject matter discussed herein.
(B) All prior agreements whether written or oral are merged herein and
shall be of no force or effect.
7.4 Survival.
The several representations, warranties and covenants of the Parties
contained herein shall survive the execution hereof and shall be effective
regardless of any investigation that may have been made or may be made by or on
behalf of any Party.
7.5 Severability.
If any provision or any portion of any provision of this Agreement,
other than a conditions precedent, if any, or the application of such provision
or any portion thereof to any person or circumstance shall be held invalid or
unenforceable, the remaining portions of such provision and the remaining
provisions of this Agreement or the application of such provision or portion of
such provision as is held invalid or unenforceable to persons or circumstances
other than those to which it is held invalid or unenforceable, shall not be
affected thereby.
7.6 Governing Law and Venue.
This Agreement shall be construed in accordance with the laws of the
State of Delaware (both substantive and procedural, other than choice of law
provisions) but any proceeding arising between the Parties in any matter
pertaining or related to this Agreement shall, to the extent permitted by law,
be held in Broward County, Florida.
7.7 Dispute Resolution in lieu of Litigation.
(A) In the event of any dispute arising under this Agreement, or the
negotiation thereof or inducements to enter into the Agreement, the
dispute shall, at the request of any Party, be ex clusively resolved
through the following procedures:
(1) (a) First, the issue shall be submitted to mediation
before a mediation service in Broward County, Florida
to be selected by lot from six alternatives to be
provided, two by Yankees, two by the Associate and
two by the Client.
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(b) The mediation efforts shall be concluded within ten
business days after their initiation unless the
Parties unanimously agree to an extended mediation
period;
(2) In the event that mediation does not lead to a resolution of
the dispute then at the request of any Party, the Parties
shall submit the dispute to binding arbitration before an
arbitration service located in Broward County, Florida, to be
selected by lot, from six alternatives to be provided, in the
manner set forth above for selection of a mediator;
(3) (A) Expenses of mediation shall be borne by the
Parties equally if successful but if unsuccessful,
expenses of mediation and of arbitration shall be
borne by the Party or Parties against whom the
arbitration decision is rendered.
(B) If the terms of the arbitral award do not establish a
prevailing Party, then the expenses of unsuccessful
mediation and arbitration shall be borne equally by
the Parties involved and by the Associate, if it is
involved.
(B) Judgment upon the award rendered by the arbitrator(s) may be entered in
any court having jurisdiction thereof.
(C) In any action between the Parties to enforce any of the terms of this
Agreement or any other matter arising from this Agreement, the
prevailing Party shall be entitled to recover its costs and expenses,
including reasonable attorneys' fees up to and including all
negotiations, trials and appeals, whether or not litigation is
initiated.
7.8 Benefit of Agreement.
The terms and provisions of this Agreement shall be binding upon and
inure to the benefit of the Parties, jointly and severally, their successors,
assigns, personal representatives, estate, heirs and legatees.
7.9 Captions.
The captions in this Agreement are for convenience and reference only
and in no way define, describe, extend or limit the scope of this Agreement or
the intent of any provisions hereof.
7.10 Number and Gender.
All pronouns and any variations thereof shall be deemed to refer to the
masculine, feminine, neuter, singular or plural, as the identity of the Party or
Parties, or their personal representatives, successors and assigns may require.
7.11 Further Assurances.
The Parties hereby agree to do, execute, acknowledge and deliver or
cause to be done, executed, acknowledged or delivered and to perform all such
acts and deliver all such deeds,assignments, transfers, conveyances, powers
of attorney, assurances, stock certificates and other documents, as may, from
time to time, be required herein to effect the intent and purpose of this
Agreement.
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7.12 Status.
(A) Nothing in this Agreement shall be construed or shall constitute a
partnership, joint venture, employer-employee relationship,
lessor-lessee relationship, or principal-agent relationship, except
with respect to the limited agency created by the Client e Associate
for purposes of collecting the documents and information required for
it to perform its obligations under this Agreement, as heretofore
specifically set forth.
(B) Throughout the term of this Agreement, the Associate shall serve an
independent contractor, as that term is defined by the United States
Internal Revenue Service, and in conjunction therewith, shall be
responsible for all of his own tax reporting and payment obligations.
(C) In amplification of the foregoing, the Associate shall, subject to
reasonable reimbursement on a pre-approved budgetary basis, be
responsible for providing its own office facilities and supporting
personnel.
7.13 Counterparts.
(A) This Agreement may be executed in any number of counterparts delivered
through facsimile transmission.
(B) All executed counterparts shall constitute one Agreement
notwithstanding that all signatories are not signatories to the
original or the same counterpart.
7.14 License.
(A) (1) This Agreement is the property of Yankees.
(2) The use hereof by the Parties is authorized hereby solely for
purposes of this transaction and, the use of this form of
agreement or of any derivation thereof without Yankees' prior
written permission is prohibited.
(3) This Agreement shall not be construed more stringently or
interpreted less favorably against Yankees' based on
authorship.
(B) The Client and the Associate (by acceptance of compensation hereunder)
shall be deemed to have hereby acknowledged that Yankees is not a law
firm and has not provided them with any advice, legal or otherwise, in
conjunction with this Agreement, but rather, has suggested that they
rely solely on their own experience and advisors in evaluating or
interpreting this Agreement.
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In Witness Whereof, the Parties have executed this Agreement, effective
as of the last date set forth below.
Signed, Sealed & Delivered
In Our Presence
Colmena Corp.
----------------------------
____________________________ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
Dated: October 15, 1999
Attest: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Secretary
The Yankee Companies, Inc.
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____________________________ By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, President
Dated: October 5, 1999
Attest: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, III
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, III, Secretary
On behalf of the Associate, as its duly elected and serving president
and pursuant to currently valid corporate authorization, I hereby acknowledge
receipt of a duly executed copy of this Agreement and acknowledge that by
accepting compensation hereunder, the Associate (as defined in the Agreement)
shall be bound by the terms thereof.
▇▇▇▇ Entertainment, Inc.
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____________________________ By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, President
Dated: October 21, 1999
Attest: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, Secretary
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