EXHIBIT 7.3
CONSULTING AGREEMENT
1. Parties.
1.1 This Consulting Agreement (this "Agreement") is made and entered
into effective as of December 15th, 1999, by and between YourNet,
Inc. ("the Company"), whose address is 1005-750 ▇. ▇▇▇▇▇▇ Street,
Vancouver, B.C. Canada, and BODET Limited (the "Consultant"),
whose address is Herald House, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇,
▇▇▇▇▇▇ ▇▇▇ ▇▇▇
2. Recitals.
2.1 This Agreement is made with reference to the following facts and
circumstances.
(a) The Company wishes to engage the services of the Consultant
to advise and consult with the Company on certain business
and financial matters as set forth in this Agreement.
(b) The Consultant is willing to accept such engagement, on the
terms set forth in this Agreement.
2.2 In consideration of the premises, and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the
Company and the Consultant agree as follows.
3. Engagement.
3.1. The Company hereby engages the services of the Consultant, as
an independent contractor for a period of twenty-four months
(24 months) beginning December 15th, 1999, and ending on December
14th, 2001 (the "Term"), and the Consultant hereby accepts such
engagement, for the purpose set forth in section 3.2. below.
3.2. The scope of the services to be rendered by the Consultant to
the Company are, and are limited to, the following:
(a) The Consultant shall, from time to time as the Company may
request, advise and consult with the Company's board of
directors and executive officers regarding (i) the Company's
merger and acquisition strategies, including the evaluation
of targets and the structuring of transactions; (ii) the
Company's corporate financing activities, including debt and
equity transactions; (iii) the Company's investor relations;
(iv) the identification and evaluation of underwriters for
the Company's securities' offerings in the United States of
America and Europe; (v) the Company's business development
activities, including major geographic and service expansion
Plans; and (vi) the registration of the Company's securities
On the European New Market.
4. The Consultant's Fees and Expenses.
4.1. The Company shall pay the consultant as a fee its services under
this Agreement (the "Consulting Fee), US $10,000 per month,
and provide a one-time issuance to the Consultant to of 250,000
options in the Company with a strike price of US $2.00 and an
exercise date of January 1st, 2003.
4.2 The Company shall reimburse the Consultant for all its reasonable
out-of-pocket expenses incurred in the performance of the
Consultant's duties under this agreement.
5. Miscellaneous
5.1 Relationship. The relationship between the Company and the
Consultant created by this Agreement is that of independent
contractors. The Consultant is not, by virtue of this Agreement,
and shall not for any purpose be deemed to be hereunder, an
officer, employee, agent, affiliate of the Company. The services
to be rendered by the Consultant pursuant to this Agreement do
not include the services or activities of an "investment adviser",
as that term is defined by U.S. federal or state laws and, in
performing services under this Agreement, the Consultant shall
not be deemed to be an investment adviser under such laws.
5.2 Indemnity. The Company hereby agrees to defend, indemnify, and
hold the Consultant harmless from and against any and all claims,
damages, judgements, penalties, costs, and expenses (including
attorney fees and court costs now or hereafter arising from the
enforcement of this clause) arising directly or indirectly from
the activities of the Consultant under this Agreement, or from
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the Activities of the Company or any of its shareholders, officers,
directors, employees, agents or affiliates, whether such claims are
asserted by any governmental agency or any other person. This
indemnity shall survive termination of this Agreement.
5.3. Governing Law. This Agreement and the Note shall be governed by
and construed in accordance with the laws of the Province of
Alberta/Canada. The courts of the Province of Alberta shall have
exclusive jurisdiction for any action arising out of or related to
this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement, effective as of
the
first date first above written.
The Consultant: The Company:
BODET Limited YOURNET,INC.
By /s/ ▇▇ ▇▇▇▇▇▇▇▇▇ By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: Director Title: Vice President/Director
Date signed: 17 Jan 2000 Date signed: 11/03/99