CONSULTING AGREEMENT
THIS AGREEMENT (the "Agreement") made this 17th day of September, 1999, by
and between SURREY ASSOCIATES, LTD., with an address at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ (hereinafter referred to as the "Consultant") and URBAN
COOL NETWORK, INC., a Delaware corporation with its principal offices located at
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ (hereinafter referred to as "Urban Cool").
W I T N E S S E T H
WHEREAS, Consultant is engaged in the business of consultanting to
companies with regard to its business development and strategic planning; and
WHEREAS, Consultant has experience and expertise in the sourcing of real
estate location; and
WHEREAS, Urban Cool and Consultant desire to continue Consultant's
relationship with Urban Cool and make provision for the continued availability
of Consultant's business talent and expertise; and
WHEREAS, Urban Cool deems it in its best interests to continue
Consultant's relationship with Urban Cool as that of a Consultant.
NOW, THEREFORE, it is mutually agreed by and between the parties hereto as
follows:
1. Engagement/Duties.
1.1 Engagement of Consultant. As of the effective date provided in
Section 5 hereof (the "Effective Date"), Consultant shall be engaged
by Urban Cool to render consulting and advisory services to Urban
Cool, as provided for herein, for a term of 36 months commencing the
Effective Date through a date which is 36 months next ensuing (the
"Consulting Term").
1.2 Duties of Consultant. During the Consulting Term, Consultant shall,
as an independent contractor, utilize his best efforts and devote
such time as is reasonably necessary to render the following
consulting and advisory services as may, from time to time, be
requested by Urban Cool:
(a) To render strategic advice to Urban Cool's Chief Executive
Officer;
(b) To conduct on behalf of Urban Cool and participate in the
developing of a marketing plan for the deployment of NetStand
kiosks in shopping centers and other leased locations;
(c) To render assistance to Urban Cool in the development and
design of its NetStand kiosks;
(d) To consult and advise Urban Cool concerning the marketing and
sale of its products through the NetStand kiosks system
network;
(e) To arrange for and assist in the developing and maintaining
relationships with real estate operations and shopping center
developers; and
(f) To render such additional consulting services as may be from
time to time requested by the Chief Executive Officer of Urban
Cool.
1.3 Relationship of Parties. Urban Cool and Consultant acknowledge and
agree that Consultant is an independent contractor and that
Consultant is not an employee of Urban Cool, and the relationship
between Consultant and Urban Cool is not intended to be that of
employer and employee, joint venture or partnership.
-2-
Notwithstanding the foregoing, Urban Cool hereby agrees that nothing
contained in this Agreement shall require Consultant to devote any set amount of
time or specific hours in rendering his duties hereunder.
2. Compensation.
2.1 The Company acknowledges that it does not currently have the
financial ability to pay for Consultant's Services in cash.
Therefore, the Company shall, in consideration of Services to be
performed, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged by the
Company, concurrently with the execution hereof, pay to the
Consultant a total of 200,000 shares of the common stock (the
"Shares") of the Company.
2.2 Restricted Stock. Consultant acknowledges that the Consultant's
Shares have not been registered pursuant to the Securities Act of
1933, as amended, and therefore may not be sold by Consultant except
in the event that such Consultant's Shares are subject to a
registration statement or, in the opinion of counsel for Urban Cool,
are exempt from such registration provisions. Consultant
acknowledges that the Consultant's Shares shall be acquired for
investment purposes only and not with a view to the resale or
redistribution of same, unless such Shares have been registered.
Consultant further consents to the following legend being placed on
all certificates for the Shares of Common Stock representing the
Consultant's Shares:
-3-
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY
NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT OR AN OPINION OF COUNSEL
SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT
REQUIRED."
3. Non-Disclosure. Consultant shall not, at any time during or after
the termination of his consulting engagement with Urban Cool or any
of its affiliates, except when acting on behalf of and with the
authorization of Urban Cool make use of or disclose to any person,
corporation, or other entity, for any purpose whatsoever, any trade
secret or other confidential information of Urban Cool, including
without limitation information concerning Urban Cool's business,
methods, operations, finances, marketing information, or channels of
distribution or information. For the purposes of this Agreement,
trade secrets and confidential information shall mean information
disclosed to the Consultant or known by him and not generally known
(other than as disclosed by any person in breach of any obligation
of confidentiality to Urban Cool) in the industry. Consultant
acknowledges that trade secrets and other items of confidential
information, as they may exist from time to time, are valuable and
unique assets of Urban Cool and that disclosure of any such
information would cause substantial injury to Urban Cool. Consultant
agrees that upon termination of his consulting engagement, he will
return to Urban Cool immediately all memoranda, books, papers,
plans, information, letters and other data, and all copies thereof
or therefrom, in any way relating to the business of Urban Cool and
its affiliates.
-4-
4. Effective Date; Term and Termination. This Agreement shall be
effective on and as of September 17, 1999 and shall continue for a
term of 24 months then ensuing.
5. Notices. Any notice to be given by either party to the other
hereunder shall be sufficient if in writing and personally delivered
or sent by registered or certified mail, return receipt requested,
addressed to such party at the address specified on the first page
of this Agreement or such other address as either party may have
given to the other party in writing.
6. Entire Agreement. This Agreement contains the entire agreement and
understanding between the parties and supersedes all prior
negotiations, agreements, and discussions pursuant to the subject
matter hereof.
7. Modification and Waiver. This Agreement may not be altered or
modified except by writing signed by each of the respective parties
hereof. No breach or violation of this Agreement shall be waived
except in writing executed by the party granting such waiver. No
waiver of a breach or violation shall be deemed a waiver of a
subsequent breech or violation of the same or any other nature.
8. Law to Govern. This Agreement and all of the rights and obligations
of the parties provided shall be governed by and in accordance with
the substantive laws of the State of Texas, without regard to
principles of conflicts of law.
9. Non-Assignment. This Agreement shall not be assigned by either party
hereto except upon the prior written consent of the other.
10. Arbitration. Any dispute arising out of the interpretation,
application and/or performance of this Agreement shall be settled
through final and binding arbitration before a single arbitrator in
the County of Dallas, the State of Texas in accordance with the
rules of the American
-5-
Arbitration Association. The arbitrator shall be selected by the
Association and shall be an attorney at law experienced in the field
of corporate law. Any judgment upon any arbitration award may be
entered in any court, federal or state, having competent
jurisdiction of the parties. Each party shall bear his or its own
costs and expenses, including fees of counsel, with respect to such
arbitration proceedings.
IN WITNESS WHEREOF, the parties have executed this Agreement the day and
year first written above.
URBAN COOL NETWORK, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇, III
------------------------------
Name:▇▇▇▇▇ ▇. ▇▇▇▇▇, III
Title: CEO
SURREY ASSOCIATES, LTD.
By: /s/ ▇▇▇▇ ▇▇▇▇▇
------------------------------
Name: ▇▇▇▇ ▇▇▇▇▇
Title: President
-6-
