INDEPENDENT CONTRACTOR/CONSULTING AGREEMENT
BETWEEN SINGLE SOURCE FINANCIAL SERVICES CORPORATION
AND
▇▇▇▇▇ HOLDINGS, INC.
DATED OCTOBER 3, 2001
THIS AGREEMENT is made and entered into this 3rd day of October, 2001 by
and between Single Source Financial Services Corporation (hereinafter "CLIENT"),
with an office at ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ Holdings, Inc., a British Virgin Islands corporation
whose address is ▇.▇. ▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇, ▇▇ ▇▇▇▇▇▇▇ (hereinafter
"CONSULTANT").
RECITALS
WHEREAS, CLIENT, through its subsidiary, is engaged in the business of
selling and leasing to merchants various types of equipment used to record and
facilitate electronic financial transactions, including credit and debit card
purchases, and is a publicly traded company listed on the OTC Bulletin Board.
WHEREAS, CONSULTANT is in the business of providing general business
consulting, including strategic business planning and identification of
potential merger and acquisition candidates.
WHEREAS, in the operation of CLIENT's business, CLIENT is in need of the
services which CONSULTANT provides and wishes to enter into a business
arrangement with CONSULTANT to provide such services.
IN CONSIDERATION of the promises and mutual covenants hereby contained, it
is hereby agreed as follows and will confirm the arrangements, terms and
conditions pursuant to which the CONSULTANT has been retained to serve as a
CONSULTANT and advisor to CLIENT on a nonexclusive basis. The undersigned
hereby agrees to the following terms and conditions:
1. Terms of Contract.
This Agreement will become effective on October 3, 2001, and will continue
in effect for a period of twelve (12) months unless earlier terminated pursuant
to Section 5 of this Agreement.
2. Services to be performed by CONSULTANT.
2.1 Duties of CONSULTANT. CONSULTANT agrees to provide strategic
----------------------
planning to CLIENT. The CONSULTANT will provide such consulting services and
advice pertaining to the CLIENT's business affairs as the CLIENT may from time
to time reasonably request. Without limiting the generality of the foregoing,
CONSULTANT will assist the CLIENT in preparation of its strategic business plan,
expansion plans, and in developing, studying and evaluating world-wide merger
and acquisitions proposals, prepare reports, assist with Internet websites,
rental of databases, feature stories, analytical reports and studies thereon
when advisable, and assist in negotiations and discussion pertaining thereto.
The CONSULTANT shall (i) undertake such duties and exercise such powers in
relation to the CLIENT and its business as the CLIENT's Board of Directors (the
"Board") shall from time to time assign (within the parameters of the duties of
the CONSULTANT set forth above), (ii) in the discharge of such duties and in the
exercise of such powers observe and comply with all resolutions and directions
from time to time made or given by the Board, and (iii) use its best efforts in
the performance of its duties and in the promotion of the interests of the
CLIENT. The CONSULTANT shall, during the term of this Agreement, follow the
directions from time to time issued by the Board and in all respects and in
accordance with the law, conform to and comply with the proper and reasonable
directions and regulations given by the Board and use its utmost endeavors to
promote the CLIENT's best interests and shall not disclose the private affairs
of the CLIENT, or any secrets of the CLIENT, to any person other than the Board,
save in the ordinary course of business, and shall not use for its own purposes,
or for any purpose other than those of the CLIENT, any information it may
acquire with respect to the CLIENT's affairs. The parties acknowledge and agree
that CONSULTANTS efforts will be on a "best efforts" basis and that there is no
guarantee that a successful transaction will take place.
2.2 Independent Contractor Status. It is the express intention of the
------------------------------
parties that CONSULTANT be an independent contractor and not an employee, agent,
joint venture or partner of CLIENT. CLIENT shall have no right to and shall not
control the manner or prescribe the method by which CONSULTANT performs the
above-described services. CONSULTANT shall be entirely and solely responsible
for its own actions and the sanctions of its agents, employees or partners while
engaged in the performance of services required by the Agreement. Nothing in
this Agreement shall be interpreted or construed as creating or establishing the
relationship of employer and employee between CLIENT and CONSULTANT or any
employee, agent or CONSULTANT. Both parties acknowledge that CONSULTANT is not
an employee for state or federal income tax purposes and CONSULTANT specifically
agrees that it shall be exclusively liable for the payment of all income taxes,
or the state or federal charges that are due as a result of receipt of any
consideration for the performance of services required by this Agreement.
CONSULTANT agrees that any such consideration is not subject to withholding by
the CLIENT for payment of any taxes and also directs CLIENT not to withhold any
sums for the consideration paid to CONSULTANT for the services provided
hereunder. CONSULTANT shall retain the right to perform services for others
during the term of this Agreement. Nothing herein shall constitute CONSULTANT
as an employee or agent of the CLIENT, except to such extent as might
hereinafter be agreed, CONSULTANT shall not have the authority to obligate or
commit the CLIENT in any manner whatsoever.
2.3 Use of Employees. CONSULTANT may, at its own expense, use any
------------------
employee in the performance of those services.
2.4 Available Time. CONSULTANT shall make available such time, as it,
---------------
in its sole discretion, shall deem appropriate for the performance of its
obligations under this Agreement.
2.5 Confidentiality. CONSULTANT agrees that it shall not disclose to
---------------
any third party any nonpublic, proprietary or confidential information of CLIENT
unless such third party has executed a non-disclosure agreement relating to such
information (in a form acceptable to the CLIENT).
3. Compensation
3.1 Stock. CLIENT and CONSULTANT agree that CONSULTANT shall receive
-----
625,000 shares of CLIENT's common stock to be registered on a Form S-8 to be
filed with the Securities and Exhchange Commission within ten (10) days of the
date hereof. The shares will be delivered to CONSULTANT within fifteen (15)
business days after this Agreement has been executed.
4. Obligations of CLIENT
4.1 Cooperation. CLIENT shall provide CONSULTANT with access to all
-----------
documents reasonably necessary for the performance of CONSULTANT's duties under
this Agreement.
4.2 Payment. CLIENT agrees to comply with payment schedule as outlined
-------
in Section 3.1 above. In failing to do so CLIENT agrees and understands that
immediate termination of this Agreement will apply as outlined in Section 5
below.
4.3 Obligations. Notwithstanding anything in this Agreement, the
-----------
CLIENT shall not be obligated to pursue any venture, transaction etc. brought to
it by CONSULTANT in connection with CONSULTANT's services under this Agreement.
5. Termination of Agreement
5.1 This Agreement may be terminated:
(a) by either party at any time for "just cause", immediately upon
written notice to the other setting forth:
(i) the cause,
(ii) the date of such notice, and
(iii) the effective date of termination; and
(b) by either party upon thirty (30) calendar days written
notice to the other, setting forth:
(i) the date of such notice, and
(ii) the effective date of such termination.
5.2 The term "just cause" contained in Section 5.1 hereof shall
include, but not be limited to:
(a) a material breach of a provision of this Agreement;
(b) any willful breach of duty or habitual neglect of duty
by CONSULTANT;
(c) the commencement of any investigation, or inquiry by any
regulatory agency, Securities Exchange Commission, NASD and/or
any exchange or market against the CONSULTANT; or
(d) the CONSULTANT shall violate any law, ordinance, permit
or regulation of any governmental entity.
5.3 Upon the termination or expiration of this Agreement for any reason
the CONSULTANT shall immediately return all documents, and copies of all CLIENT
literature, licenses, and related documents in its possession with respect to
the CLIENT.
5.4 On the effective date of termination, or the expiration, of this
Agreement, the CONSULTANT will deliver to the CLIENT, in a reasonable state of
repair, all property, both real and personal, owned, leased or bailed to the
CONSULTANT and used by or in the possession of the CONSULTANT.
5.5 If this Agreement is terminated by the CLIENT for any reason during the
first thirty (30) days, or for "just cause" by the CLIENT during the first sixty
(60) days, or without cause by the CONSULTANT during the first sixty (60) days,
then the CONSULTANT shall return all compensation previously paid as per Section
3 above. Upon termination of this Agreement the CLIENT's obligations set forth
in Section 3 above shall cease immediately.
6. General Provisions.
6.1 Further Acts. Each party agrees to perform any further acts and
-------------
execute and deliver any further documents that may be reasonably necessary to
carry out the provisions and intent of this Agreement.
6.2 Entire Agreement. This Agreement contains the entire understanding
----------------
of the parties hereto with respect to the subject matter contained herein and
may be amended only by a written instrument signed by the parties affected
thereby, or their respective successors or assigns. This Agreement cancels and
supersedes all prior agreements, if any, oral or written, between CLIENT and
CONSULTANT.
6.3 Severability. If any provision of this Agreement shall be held
------------
invalid such invalidity shall not affect the other provision hereof, and to this
extent the provisions of this Agreement are intended to be and shall be deemed
severable.
6.4 Counterparts. This Agreement may be executed simultaneously in two
------------
or more counterparts, each of which shall be deemed an original by all of which
together shall constitute on and the same instrument.
6.5 Notices. Any notice or other communication required or permitted
-------
under this Agreement shall be sufficiently given if delivered personally or sent
by registered or certified mail, postage prepaid and return receipt requested,
to the address of the parties set forth in the first paragraph of this Agreement
or at such address as may have been provided in like manner in writing to both
of the parties to this Agreement. Any notice that is sent by mail under this
Agreement shall be considered received on the date on which it is actually
delivered to the premises of the party of whom it is properly addressed, such
date to be conclusively evidenced by the date of the return receipt.
6.6 Governing Law; Venue. This Agreement shall be construed in
----------------------
accordance with, and governed by the laws of the State of California. Venue for
any cause of action shall be Los Angeles County, California.
6.7 Attorney's fees. If any party to this Agreement shall institute or
----------------
any action or proceeding to interpret or enforce this Agreement, or to obtain
damages by reason of any alleged breach of this Agreement, the prevailing party
shall be entitled to recover costs of suit or arbitration and a reasonable sum
for attorneys fees, all of which shall be deemed to have accrued upon the
commencement of such action.
6.8 Assignment. No party to this Agreement may assign this
----------
Agreement or its right or obligations hereunder without the written
consent of the other.
6.9 Headings. The heading of this Agreement are inserted solely for
--------
the convenience of reference and are not part of, and are not intended to
govern, limit or aid in the construction of any term or provision hereof.
6.10 Pronouns. All pronouns and any variations thereof shall be deemed
--------
to refer to the masculine, feminine or neuter, singular or plural, as the
identity of the person, person, entity or entities may require.
6.11 Waiver. No waiver of any of the provisions of this Agreement shall
------
be deemed, or shall constitute a waiver of any other provision, nor shall any
waiver constitute a continuing waiver. No waiver shall be binding unless
executed in writing by the party making the waiver.
6.12 Acknowledgment Concerning Counsel. Each party acknowledges that
-----------------------------------
it had the opportunity to employ separate and independent counsel of its own
choosing in connection with this Agreement.
6.15 Compliance with Securities Laws. Nothing in this
----------------------------------
contract shall require CONSULTANT to undertake to engage in any activities on
behalf of CLIENT that would require its registration under the federal or state
securities laws in any capacity.
6.16 Indemnification. CLIENT and CONSULTANT AGREE TO MUTUALLY
---------------
indemnify and hold harmless EACH OTHER and its officers, directors, agents
and employees against any expenses which may be incurred by CLIENT or
CONSULTANT as a result of statements made by EITHER PARTY that are inaccurate
or misleading.
6.17 Representations of CONSULTANT. The CONSULTANT represents and
-----------------------------
warrants as follows:
(a) CONSULTANT is an accredited investor within the meaning
of Regulation D promulgated under the Securities Act of 1933 (the
"SECURITIES ACT");
(b) CONSULTANT has such knowledge and experience in business
and financial matters as to be capable of evaluating the merits
and risks of an investment in the Client and has the capacity to
protect its own interest in connection with the acquisition of
the common stock;
(c) CONSULTANT has the financial ability to bear the
economic risk of its investment, has adequate means for providing
for its current needs and foreseeable contingencies, has no need
now, and anticipates no need in the foreseeable future, to sell
the common stock, is able to hold the common stock for an
indefinite period of time and can afford a complete loss of the
common stock (and that its overall commitment to investments,
including this one, which are not readily marketable is not
disproportionate to its net worth, and that this investment will
not cause its commitment to become excessive);
(d) CONSULTANT is acquiring the common stock for it's own
account, for investment purposes only, and not with a view to or
for sale in connection with any resale or distribution of such
securities in violation of the Securities Act and no other person
will have any direct or indirect beneficial interest in or right
to the common stock.
(e) CONSULTANT will provide bona fide services to the CLIENT
and the services are not in connection with the offer or sale of
CLIENT securities in a capital-raising transaction, and do not
directly or indirectly promote or maintain a market for the
CLIENT's securities.
(f) CONSULTANT is an entity wholly-owned by the individual
who is rendering consulting services to the CLIENT.
(g) CONSULTANT will not draft or release, or otherwise
provide information to be used in, any publication or press
release concerning the CLIENT without the CLIENT's express
written permission.
(h) CONSULTANT has the full power and legal ability to enter
into the transactions contemplated by this Agreement and is not
the subject of any claim or action or a party to any agreement
which would impair or prohibit its ability, or require the
consent of any other person to complete its commitments under
this Agreement. This Agreement has been duly and validly
authorized, executed and delivered by CONSULTANT and is the valid
and binding obligation of CONSULTANT, enforceable against
CONSULTANT in accordance with its terms, except as such
enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium, and other similar laws relating to or
affecting creditors rights generally and by general equitable
principles.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first written above.
CLIENT: SINGLE SOURCE FINANCIAL SERVICES CORPORATION
ACCEPTED BY: ▇▇▇▇▇▇ ▇. Sock
President
/s/ ▇▇▇▇▇▇ ▇. Sock
______________________________________________
Signature
CONSULTANT: ▇▇▇▇▇ HOLDINGS, INC.
ACCEPTED BY:
Managing Director
______________________________________________
Signature