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EXHIBIT 99.5
CONSULTING SERVICES AGREEMENT BETWEEN
PLAYNET TECHNOLOGIES, INC..
AND
MAG & ASSOCIATES, INC.
THIS CONSULTING SERVICES AGREEMENT (hereinafter referred to as the "Agreement")
effective as of the 22nd day of July, 1997 by and between PlayNet Technologies,
Inc., a corporation organized under the laws of the state of Delaware with a
place of business at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
(hereinafter referred to as "PlayNet"), and MAG & Associates, Inc, a corporation
organized and existing under the laws of the state of Nevada, with a place of
business at ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (hereinafter referred
to as "Consultant").
In consideration of the promises and mutual covenants contained herein and on
the terms and conditions hereinafter set forth, it is agreed as follows:
1. PROVISION OF SERVICES - Consultant shall provide to PlayNet the following
services:
(c) To the extent reasonably required in the conduct of the business
of PlayNet, to place at the disposal of PlayNet his judgment and
to provide business development services to PlayNet, including,
but not limited to:
(j) Advice and counsel with respect to business development
and marketing plans;
(v) Assistance in the development of public relations
plans and media relations;
(vi) Advice with respect to short and long term strategic
business plans, strategic alliances and potential
acquisitions and/▇▇▇ joint ventures; and
(vii) Other related services deemed necessary and requested
by PlayNet
(collectively, the "Services").
(b) Consultant agrees to use his best efforts in the
furnishing of the Services and for this purpose Consultant
shall at all times maintain or keep available an adequate
organization of personnel or a network of outside
professionals for the performance of its obligations under
this Agreement.
6. COMPENSATION - (a) PlayNet agrees and shall compensate Consultant in
consideration of his performance of the Services hereunder by initially
delivering One Hundred Thousand (100,000) shares of Common Stock of
PlayNet, par value $.001 per share) (the "Shares") in lieu of any cash
payment for the Services. The Shares shall be free and clear of all liens
and shall be registered by PlayNet, at its expense, with the Securities and
Exchange Commission on Form S-8 as soon as practicable after the date
hereof. Additional compensation, if any, in cash or stock, will be issued,
as needed and mutually agreed upon by both PlayNet and Consultant.
(d) In addition to the compensation set forth in paragraph 2(a) above,
the Company agrees to reimburse Consultant for reasonable
out-of-pocket expenses actually incurred by Consultant in the
performance of the Services, including, but not limited to the
purchase by Consultant of a cellular phone and service, monthly
cellular phone charges and calls, car rental, lodging, travel
expenses, meals and associated expenses. Any individual expense
item in excess of $1,000 shall be approved in advance in writing
by PlayNet.
7. TERM & TERMINATION - This Agreement shall enter into force and effect at
the date first written above and shall remain in force and effect for a
period of twelve (12) months, unless earlier terminated by either party,
for cause or convenience, at its or his option upon thirty (30) days
written notice.
8. CONFIDENTIALITY OF INFORMATION AND DOCUMENTS - In the event that PlayNet
shall submit information and/or documents to Consultant in order to permit
him to perform the Services required under this Agreement, Consultant shall
keep such information and/or documents in the strictest confidence using
the same degree of care that Consultant uses in safeguarding his own
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confidential information both during and after the completion of the
services under this Agreement and for a period of ten (10) years after
completion of the Services, unless it shall receive from PlayNet the
consent of PlayNet in writing to disclose it. However, nothing herein shall
be interpreted as preventing Consultant from disclosing and/or using said
information or documents which (i) are already rightfully in the possession
of Consultant without obligation of confidence, but were not obtained
directly or indirectly from PlayNet or its affiliates; or (ii) are
independently developed by Consultant not as part of the Services rendered
or called for under the terms of this Agreement; or (iii) are or become
available to the general public without breach of this Agreement; or (iv)
are rightfully received by Consultant from a third party who is not under
obligation of confidence, but who did not obtain them directly or
indirectly from PlayNet or its affiliates; or (v) are required to be
disclosed pursuant to law or court order, or as may be authorized by
PlayNet.
9. LIABILITY OF CONSULTANT - In furnishing PlayNet with the Services provided
herein, neither Consultant nor any officer, director or agent thereof shall
be liable to PlayNet or its creditors for errors of judgment or for any
matters, except for willful malfeasance, bad faith or gross negligence in
the performance of the Services or the reckless disregard of its
obligations and duties under the terms of this Agreement. It is further
agreed and understood that Consultant may rely upon information furnished
to it by PlayNet which Consultant reasonably believes to be accurate and
reliable and that, except as provided herein, Consultant shall not be
accountable for any loss suffered by PlayNet by the reason of PlayNet's
action or non-action on the basis of any advice, recommendation or approval
of Consultant, its partners, officers, directors, employees or agents,
except as provided above.
6. INDEPENDENT CONTRACTOR - Execution of this Agreement in no way creates,
nor shall this Agreement be interpreted or construed as creating, an
employment, agency, partnership or joint venture relationship between
PlayNet and Consultant and it is understood Consultant will be acting
as an independent contractor
7. MISCELLANEOUS
f. OTHER ACTIVITIES OF CONSULTANT. PlayNet recognizes that
Consultant now renders and may continue to render management
and other advisory services to other companies which may or
may not have policies and conduct activities similar to those
of PlayNet. Consultant shall be free to render such advice and
other services and PlayNet hereby consents thereto. Consultant
shall not be required to devote its full time and attention to
the performance of the Services hereunder to PlayNet, but
shall only devote so much of its time and attention as PlayNet
and Consultant mutually deem reasonable and necessary for such
Services.
g. CONTROL. Nothing contained herein shall be deemed to require
PlayNet to take any action contrary to its Certificate of
Incorporation or By-Laws, or any applicable statute or
regulation, or to deprive its Board of Directors of their
responsibility for any control of the conduct or the affairs
of PlayNet.
h. This Agreement shall constitute the entire agreement between
PlayNet and Consultant relating to the Services to be
performed, and no representations, promises, understandings,
or agreements, oral or otherwise, not herein contained shall
be of any force or effect. No modification or waiver of any
provision of this Agreement shall be valid unless it is in
writing and signed by both PlayNet and Consultant. This
Agreement shall be binding upon the heirs, executors,
administrators, successors and assigns of the parties hereto.
i. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware.
j. In the event of any litigation between the parties to declare
or enforce any provision of this Agreement, the prevailing
party shall be entitle to recover from the losing party, in
addition to any other recovery and costs, reasonable
attorney's fees and costs incurred in such litigation, in both
the trial and in the appellate courts.
IN WITNESS WHEREOF, the parties hereto, by their duly authorized
representatives, have signed this Agreement as of the date first above written.
MAG & ASSOCIATES, INC PLAYNET TECHNOLOGIES, INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇
President and Chief Executive Officer
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