INDEPENDENT MANAGEMENT CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (the "Agreement") is made and entered
into this 17th day of May, 1999, by and between LUGION
ASSOCIATES, LTD. (the "Consultant") and ▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, INC.
(the "Client").
WHEREAS, Consultant is in the business of providing management
consulting and advisory services; and
WHEREAS, the Client deems it to be in its best interest to retain
Consultant to render to the Client management consulting and
advisory services, and whereas, the Consultant is ready, willing
and able to render such consulting and advisory services to the
Client as hereinafter described on the terms and conditions more
fully set forth below.
NOW, THEREFORE, in consideration of the mutual promises and
covenants set forth in this Agreement, 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 independent consultant to the Client, and the
Consultant hereby accepts and agrees to such retention. The
Consultant shall render to the Client such services as set forth
on Exhibit A, attached hereto and by reference incorporated
herein.
It is acknowledge and agreed by the Client that
Consultants carries no professional licenses, other
than any that may be listed on Exhibit A; and is not
rendering legal advice or performing accounting
services, nor acting as an investment advisor or
broker/dealer within the meaning of applicable state
and federal securities laws. It is further acknowledged
and agreed by the client that the consulting advisory
services to be performed to the Client hereunder shall
not be rendered in connection with the offer and sale
of Securities in a capital raising transaction.
2. Independent Contractor: Consultant agrees to perform its
consulting duties hereto as an independent contractor. Nothing
contained herein shall be considered to as creating an employer-
employee relationship between the parties to this Agreement. The
Client shall not be liable to third parties for the acts of
Consultant or its servants or agents, in performing the
consulting duties hereunder, except in the cases of damages or
injuries acting on behalf of the Client. The Client shall not
make social security, workers compensation or employment
insurance payments on behalf of Consultant. The parties hereto
acknowledge and agree that Consultant cannot guarantee the
results or effectiveness of any of the services rendered or to be
rendered by Consultant hereunder. Rather, Consultant shall use
its best efforts to conduct its services and affairs in a
professional manner and in accordance with good industry
practice.
3. Time, Place and Manner of Performance: The Consultant shall
be available for advice as 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
Consultant in any specific service shall be determined at the
sole discretion of the Consultant.
4. Term of Agreement: The term of this Agreement shall be one
(1) year, commencing on the date of this Agreement, both subject
to prior termination as hereinafter provided.
5. Compensation: In full consideration of the services to be
provided for the Client by Consultant as fully set forth in
Exhibit A, the Client agrees to compensate Consultant in the
manner set forth in exhibit B.
6. Expenses: The Consultant will be responsible for all
expenses incurred.
7. Termination:
A) Consultant's relationship with the Client hereunder may be
terminated at any time by mutual written agreement of the parties
hereto.
B) This Agreement shall terminate upon the dissolution,
bankruptcy or insolvency of the Client.
C) This Agreement may be terminated by either party upon giving
written notice to the other party if the other party is in
default hereunder and such default is not cured within fourteen
(14) business days of written notice of such default.
D) Without excusing the Client's obligations under Section 5
herein above, Consultant shall have the right and discretion to
terminate this Agreement should the Client violate any law,
ordinance, permit or regulation of any government entity, except
for violations which either singularly or in the aggregate do not
have or will not have a material adverse effect on the operations
of the Client.
E) Without excusing Consultant's obligations under Section 9
herein below the provisions of this Agreement relating to written
notice in any of the following shall occur:
(i) Any willful breach of duty or habitual neglect of duty by
Consultant;
(ii) Any material breach by Consultant of the obligations in
section 9.
8. Work Product: It is agreed that all information and
material produced for the Client shall be the property of the
Consultant, free and clear of all claims thereto by the Client,
and the Client shall retain no claim of authorship therein.
9. Confidentiality: The Consultant recognized and acknowledges
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 the term of this
Agreement, disclose, without the prior written consent or
authorization of the Client, any of such information to any
person for any reason or purpose whatsoever. In this regard, the
Client agrees that such authorization or consent to disclose may
be conditioned upon the disclosure being made pursuant to a
secrecy agreement, protective order, provision of statute, rule,
regulation or procedure under which information is to be
disclosed or in compliance with the terms of a judicial order or
administrative process.
10. Conflict of Interest: The consultant shall be free to
perform services for other persons. The Consultant will notify
the client of its performance of consultant services for any
other person, which could conflict with its obligations under the
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 within seven (7)
days of receipt of written notice of conflict, shall constitute
the Client's ongoing consent to the Consultant's outside
consulting services.
11. Disclaimer of Responsibility for Acts of the Client: The
obligations of Consultant described in this Agreement consist
solely of the furnishing of information and advice to the Client
in the form of services. In no event shall Consultant be required
by this Agreement to represent or make management decisions for
the Client. All final decisions with respect to acts and
omissions of the Client or any affiliates and subsidiaries, shall
be that of the Client or such affiliates and subsidiaries, and
Consultant shall under no circumstances be liable for any expense
incurred or loss suffered by the Client as a consequence of such
acts or omissions.
12. Indemnity by the Client: The Client shall protect, defend,
indemnify and hold Consultant and its assigns and attorney,
accountants, employees, officers and directors harmless from and
against all losses, liabilities, damages, judgments, claims,
counterclaims, demands, actions. Proceedings, costs and expenses
(including reasonable attorney fees) of every kind and character
resulting from, relating to or arising out of (a) the inaccuracy,
non-fulfillment or breach of any representation, warranty,
covenant or agreement made by the Client herein; or (b) any legal
action, including any counterclaim, representation, warranties,
covenant or agreement made by the Client herein; or (c) neglect
or willful misconduct occurring during the terms thereof with
respect to any of the decisions made by the Client.
13. Notices: Any notices required or permitted to be given
under the terms of this agreement shall be considered to be
sufficient if in writing and delivered or sent by registered or
certified mail to the office of each party.
14. Waiver of breach: Any waiver by either party of a breach of
any provision of this Agreement by the other party shall not
operate or be construed as a waiver of any subsequent breach by
any party.
15. Assignment: This Agreement and the rights and obligations
of the Consultant hereunder shall not be assignable without the
written consent of the Client.
16. Applicable Law: It is the intention of the parties hereto
that this Agreement and the performance hereunder and all suits
and special proceedings hereunder be construed in accordance with
and under and pursuant to the laws of the State of Nevada 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 Nevada shall be
applicable and shall govern to the exclusion of the law of any
other forum, without regard to the jurisdiction on which any
action or special proceeding may be instituted.
17. Severability: All agreements and covenants contained herein
are severable, and in the event any of them shall be held to be
invalid by any competent court, the Agreement shall be
interpreted as if such invalid agreements or covenants were not
contained herein.
18. Entire Agreement: This Agreement constitutes and embodies
the entire understanding and agreement of the parties and
supersedes and replace all prior understanding, agreements and
negotiations between the parties.
19. Waiver and Modification: Any waiver, alteration or
modification of any or parts of this Agreement shall be valid
only if made in writing and signed by the parties hereto. Each
party hereto may waive any of its rights hereunder without
effecting a waiver with respect to any subsequent occurrences or
transactions hereof.
20. Binding Arbitration: As concluded by the parties hereto
upon the advice of counsel, and as evidenced by the signature of
the parties hereto, any controversy between the parties hereto
involving the construction or application of any of the terms,
covenants or conditions of this agreement, shall on the written
request of one party served upon the other, be submitted to
arbitration.
21. Counterparts and Facsimile Signatures: This Agreement may
be executed simultaneously in two or more counterparts, each of
which shall be deemed an original but all of which taken together
shall constitute one and the same instrument. Execution and
delivery of this Agreement by exchange of facsimile copies
bearing the facsimile signature of a party hereto shall
constitute a valid and binding execution and delivery of this
Agreement by such party. Such facsimi8le copies shall constitute
and be enforceable original documents.
IN WITNESS WHEREOF, the parties hereto have duly executed and
delivered this Agreement as of the day and year first above
written.
CONSULTANT:
LUGION ASSOCIATES, LTD.
By: /s/ ▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇, President
CLIENT:
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, President
EXHIBIT A
Consultant agrees to provide the following services to clients:
Consultant shall provide services to Client as an independent
management consultant. The Consultant shall make itself available
to consult with the board of directors, officers, employees,
representatives and agents of the Client at reasonable times,
concurring matters pertaining to the overall business and
financial operations of the Client as well as the organization of
the administrative staff of the Client, the fiscal policy of the
Client, and in general, concerning any problem of importance
concerning the business affairs of the Client. Consultant may at
the request of the Client, assist in the preparation of written
reports on financial, accounting or marketing matters, review
final information, analyze markets and report to the Client's
chief Executive Officer, President, Vice Presidents or treasurer
on proposed investment opportunities, and develop short and long
term strategic business plans. In addition, Consultant shall
provide liaison services to the Client with respect to the
Client's relationships with unaffiliated third parties.
Consultant will not perform any activities that could subject
Consultant to any allegation of violations of Federal or
applicable State securities law.
EXHIBIT B
Client agrees to compensate consultant as follows:
For all services rendered by Consultant under this Agreement,
Client shall provide 250,000 shares of free trading
▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, Inc. common stock.
The Client shall provide 50,000 shares upon acceptance of this
Agreement and the remaining shares as follows:
At the end of each quarter of the contract term 50,000 free
trading common shares of ▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, Inc. stock will be
disbursed to Consultant.
With regard to debt financing, equity financing, mergers or
acquisitions, all of the above will be dealt with on a per deal
basis, submitted in writing by Consultant, and agreed to by and
between the Consultant and the Client as to any additional
compensation or bonuses.
The above compensation is for a one (1) year period.
Initials:
DL /s/DL /s/PAR
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
