EXHIBIT 10.27
CONSULTING AGREEMENT
Consulting Agreement, made and entered into as of the 10 day of March, 1999,
by and between ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, Inc., a Nevada corporation with its principal
place of business at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ("FWEB"),
and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇., an individual residing in the State of New York,
("KATSOCK").
WHEREAS, KATSOCK is willing and has provided consulting services for and on
behalf of FWEB in connection with the items as described in paragraph 1 hereto;
and
WHEREAS, FWEB wishes to retain the services of KATSOCK, all upon the terms
and conditions herein contained.
NOW, THEREFORE, in consideration of the mutual terms, covenants and
conditions set forth below and for good and valuable consideration, the delivery
and receipt of which is hereby acknowledged. KATSOCK and FWEB, intending to be
legally bound hereby, agree as follows:
1. Retainer. FWEB hereby retains KATSOCK, and KATSOCK hereby agrees to
devote such time as is necessary in providing advice and consultation relating
to financial planning, corporate organization and structure, financial matters
in connection with the operation of the business of the Company and other
corporate matters.
2. Work Product. Subject to availability, FWEB agree to provide KATSOCK
with, among other things, the following information:
(a) financial statements and other financial information;
(b) a detailed project planner; and
(c) press information.
It is agreed that all information and materials provided to KATSOCK shall be
the sole and exclusive property of FWEB. All copyright and title to said work
shall be the property of FWEB free and clear of all claims thereto by KATSOCK,
and KATSOCK shall retain no claim of authorship therein. KATSOCK hereby agrees
that all information and materials so provided shall be held in confidence and
used solely for the purposes of this Agreement.
FWEB acknowledges and agrees that specified segments of information received
from KATSOCK under this Agreement are the exclusive proprietary information and
property of KATSOCK and the same shall not be divulged, published or distributed
in any manner or form to any third party without the express right or written
consent of KATSOCK. This provision shall survive the termination of this
Agreement, and may be enforced by KATSOCK by any available remedy, including,
without limitation, specific injunctive relief.
FWEB shall keep confidential for a minimum of two (2) years, the
organizations, groups, entities and individuals introduced and/or solicited by
KATSOCK on behalf of FWEB pursuant to this Agreement ("Referred Parties") unless
FWEB can establish that a business relationship with the Referred Parties had
existed prior to entering into this Agreement. FWEB will not disclose their
identities to anyone other than on a supplemental filing basis to, and only if
required by, the U.S. Securities and Exchange Commission (the "SEC"), unless
other disclosure is required by the SEC, and will not enter into any contract of
any kind, on this or subsequent transactions with any of the Referred Parties
without the knowledge and prior written consent of KATSOCK.
3. Compensation. In consideration for the services to be provided to FWEB by
KATSOCK, FWEB hereby agree to compensate KATSOCK by issuing to KATSOCK the
rights in the form of a Stock Purchase Warrant to purchase an aggregate of One
Million (1,000,000) fully paid and non-assessable shares of the $.001 par value
Common Stock of FWEB exercisable at any time prior to 5:30 P.M. Florida Time on
March 12, 2004, at the principal office of FWEB, subject to certain terms and
conditions as set forth in the Stock Purchase Warrant attached hereto and made a
formal part of this Agreement.
4. Term. The term of this Agreement shall commence on the date hereof and
shall continue for a period ending on the first to occur of the following:
(a) The expiration of sixty (60) months from the date hereof;
(b) The date on which this Agreement is terminated by operation of law
or judicial decree; or
(c) The date on which the parties hereto mutually agree to terminate
this Agreement.
The termination of this Agreement will not terminate, or have any impact or
effect upon, the Stock Purchase Warrant, the grant and validity of which is
irrevocable and independent of this Agreement.
5. Miscellaneous Provisions.
(a) Governing Law. This Agreement is governed by the laws of Florida.
(b) Entire Agreement. This Agreement constitutes the entire agreement
between the parties regarding the provision of the consulting services by
KATSOCK and the payment of compensation, both cash and securities, by FWEB and
supersedes all prior negotiations, understandings and agreements between the
parties.
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(c) Modifications. This Agreement may be modified only if done so in
writing executed by the parties hereto.
(d) Notices. All notices, demands or requests required or authorized
hereunder shall be deemed sufficiently given if in writing and sent
by registered or certified mail, return receipt requested and
postage prepaid, to:
To FWEB: ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
To KATSOCK: Prime Equity Fund, LP
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
(e) Arbitration. Any dispute under the Agreement shall be resolved by
arbitration pursuant to the rules of the American Arbitration
Association within the city of Altamonte Springs.
(f) Survival of Rights. Except as expressly provided in this Agreement,
this Agreement shall be binding upon and inure to the benefit of
the parties and their respective legal representatives, successors
and assigns.
(g) Company Representation. This Agreement has been duly authorized and
is a valid, binding and enforceable obligation of the Company. The
undersigned officer of the Company has been duly authorized to
execute and deliver this Agreement on behalf of the Company.
(h) Validity. Each article, paragraph, term or provision of this
Agreement will be considered severable, and if, for any reason any
article, paragraph, term or provision is determined to be invalid
or contrary to any existing or future law or regulation, such will
not impair the operation or effect of the remaining portions of
this Agreement.
IN WITNESS WHEREOF, the undersigned hereby execute this agreement as of the
date indicated above.
▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, Inc.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Its: President
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