CONSULTING AGREEMENT
Agreement made this 4th day of October, 1999, between ACCESS POWER INC.
(the "Corporation") and
NORTHSTAR ADVERTISING, INC. (the "Consultant").
In consideration of the mutual promises contained in this Agreement,
the contracting parties agree as follows:
RECITALS:
The Corporation desires to engage the services of the Consultant to
perform consulting services for the Corporation relating to all phases of the
Corporation's public relations in the areas of investor and broker/dealer
relations as such may pertain to the operation of the Corporation's business
(the "Services").
The Consultant desires to provide the Services to the Corporation.
AGREEMENT
TERM
1. The respective duties and obligations of the parties shall be for a
period of twelve (12) months commencing on the date hereof. This Agreement may
be terminated by either of the parties only in accordance with the terms and
conditions set forth in Paragraph 7, below.
SERVICES PROVIDED BY CONSULTANT
2. Consultant will provide the Services in connection with the
Corporation's "public relations" dealings with NASD broker/dealers and the
investing public. (At no time shall the Consultant provide services, which would
require Consultant to be registered and licensed with any federal or state
regulatory body or self-regulatory agency.) During the term of this Agreement,
Consultant will provide those services customarily provided by a public
relations firm to a Corporation, including but not necessarily limited to the
following:
(a) Aiding the Corporation in developing a marketing plan
directed at informing the public of the business of the Corporation;
(b) Providing assistance and expertise in devising an
advertising campaign in conjunction with the marketing campaign set forth in (a)
above;
(c) Advise the Corporation and provide assistance in dealing
with institutional investors as it pertains to offerings of the Corporation's
securities;
(d) Aid and assist the Corporation in its efforts to secure
"market makers" to trade the Corporation's common stock by providing such
information as may be required;
(e) Aid and advise the Corporation in establishing a means of
securing nationwide interest in the Corporation's securities;
(f) Aid and consult with the Corporation in the preparation
and dissemination of press releases and news announcements;
(g) Aid and consult with the Corporation in the preparation
and dissemination of all "due diligence" package requested by and furnished to
NASD registered broker/dealers, and/or other institutional and/or fund managers
requesting such information from the Corporation;
(h) Aid and consult with the Corporation in providing the
necessary due diligence materials in connection with any merger or acquisition
the Corporation may contemplate and/or enter into during the term of this
Agreement; and
(i) Aid and consult with the Corporation with shareholder
solicitations.
COMPENSATION
3. In consideration for the services provided by Consultant to
Corporation, the Corporation shall pay or cause to be delivered to the
Consultant, on the execution of this Agreement, the following:
(a) 1.3 million shares of FREE TRADING common stock, fully
paid and nonassessable, of the Corporation.
COMPLIANCE
4. In the event the Shares are not presently trading on any recognized
market, the Shares sold to Consultant will, at that particular time, be "free
trading," or, if a registration statement is contemplated, the Shares shall have
"piggy back" registration rights and will, at the expense of the Corporation, be
included in any such registration statement filed pursuant to the Securities Act
of 1933, as amended (the "Securities Act"). For purposes of this Agreement, the
OTC Bulletin Board shall be deemed to be a recognized market.
REPRESENTATION OF CORPORATION
5. The Corporation, upon entering this Agreement, hereby warrants and
guarantees to the Consultant that all statements, either written or oral, made
by the Corporation to the Consultant are true and accurate, and contain no
misstatements of a material fact. The Corporation acknowledges that the
information it delivers to the Consultant will be used by the Consultant in
preparing materials regarding the Corporation's business, including but not
necessarily limited to, its financial condition for dissemination to the public.
Therefore, in accordance with Paragraph 6, below, the Corporation shall hold
harmless the Consultant from any and all errors, omissions, misstatements,
negligent or intentional misrepresentations, in connection with all information
furnished by Corporation to Consultant, in accordance with and pursuant to the
terms and conditions of this Agreement for the purpose or purposes consistent
with the services to be rendered by the Consultant in accordance with the terms
of this Agreement. The Corporation further represents and warrants that as to
all matters set forth within this Agreement, the Corporation has had independent
legal counsel and will continue to retain independent legal counsel to advise
the Corporation on all matters concerning, but not necessarily limited to,
corporate law, corporate relations, investor relations, all matters concerning
and in connection with the Corporation activities regarding the Securities Act,
the Exchange Act, and state Blue Sky laws.
LIMITED LIABILITY
6. (a) With regard to the services to be performed by the Consultant
pursuant to the terms of this Agreement, the Consultant shall not be liable to
the Corporation, or to anyone who may claim any right due to any relationship
with the Corporation, or any acts or omissions in the performance of services on
the part of the Consultant, or on the part of the agents or employees of the
consultant, except when said acts or omissions of the Consultant are due to its
willful misconduct or culpable negligence. The Corporation shall hold Consultant
free and harmless from any obligations, costs, claims, judgments, attorney's
fees, and attachments arising from or growing out of the services rendered to
the Corporation pursuant to the terms of this Agreement or in any way connected
with the rendering of its services, except when the same shall arise due to the
willful misconduct or culpable negligence of the Consultant and the Consultant
is adjudged to be guilty of willful misconduct or culpable negligence by a court
of competent jurisdiction.
(b) The Consultant shall use the disclaimer set forth on
Exhibit B hereto in all communications related to the Corporation.
TERMINATION
7. This Agreement may be terminated by the Corporation upon the giving
of not less than sixty (60) days written notice to the Consultant at the address
set forth in Paragraph 8, below. In the event this Agreement is terminated by
the Corporation, all compensation paid by Corporation to the Consultant shall be
deemed earned. Upon termination, the Corporation shall be responsible and shall
pay to Consultant any and all fees and costs due and/or accrued by Consultant
for and on behalf of the Corporation.
NOTICES
8. Notices to be sent pursuant to the terms and conditions of this
Agreement shall be sent as follows:
AS TO CONSULTANT:
Northstar Advertising, Inc.
0000 X. Xxxxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx Xxxxx, Xxxxxxx 00000
AS TO CORPORATION:
Access Power
Suite 100
00000 Xxxxxxxx Xxxxx X.
Xxxxx Xxxxx Xxxxx, XX 00000
ATTORNEY'S FEES
9. In the event any litigation or controversy, including arbitration,
arises out of or in connection with this Agreement between the parties hereto,
the prevailing party in such litigation, arbitration or controversy, shall be
entitled to recover from the other party or parties, all reasonable attorneys'
fees, expenses and of litigation costs, including those associated within the
appellate or post judgment collection proceedings.
ARBITRATION
10. In connection with any controversy or claim arising out of or
relating to this Agreement, the parties hereto agree that such controversy shall
be submitted to arbitration, in conformity with the Federal Arbitration Act
(Section 9 U.S. Code Section 901 ET SEQ.), and shall be conducted in accordance
with the Rules of the American Arbitration Association. Any judgment rendered as
a result of the arbitration of any dispute herein, shall upon being rendered by
the arbitrators be submitted to a court of competent jurisdiction within the
State of Florida or in any state where a party to this action maintains its
principal business or is incorporated.
GOVERNING LAW
11. This Agreement shall be construed under and in accordance with the
laws of the State of Florida, and all obligations of the parties created under
it are to be performed in Volusia County, Florida. Further, in any controversy
arising out of this Agreement, the venue for said arbitration shall be in
Volusia County, Florida, and all parties hereby consent to the venue as the
proper jurisdiction for said proceedings provided herein.
PARTIES BOUND
12. This Agreement shall be binding on and inure to the benefit of the
contracting parties and their respective heirs, executors, administrators, legal
representatives, successors, and assigns when permitted by this Agreement.
LEGAL CONSTRUCTION
13. In case any one or more of the provisions contained in this
Agreement shall for any reason be held to be invalid, illegal, or unenforceable
in any respect, the invalidity, illegality, or unenforceability shall not affect
any other provision, and this Agreement shall be construed as if the invalid,
illegal, or unenforceable provision had never been contained in it.
PRIOR AGREEMENT SUPERSEDED
14. This Agreement constitutes the entire Agreement of the contracting
parties and supersedes any prior understandings or agreements between the
respective parties. This Agreement may only be modified or changed by written
agreement signed by all parties hereto.
MULTIPLE COPIES OR COUNTERPARTS OF AGREEMENT
15. The original and one or more copies of this Agreement may be
executed by one or more of the parties hereto. In such event, all of such
executed copies shall have the same force and effect as the executed original,
and all of such counterparts taken together shall have the effect of a fully
executed original. This Agreement may be signed by the parties and copies hereof
delivered to each party by way of facsimile transmission and such facsimile
copies shall be deemed original copies for all purposes if original copies of
the parties' signatures are not delivered.
HEADINGS
16. Headings used throughout this Agreement are for reference and
convenience, and in no way define, limit or describe the scope or intent of this
Agreement or effect its provisions.
IN WITNESS WHEREOF, the parties have set their hands as of the date
written above.
NORTHSTAR ADVERTISING, INC.
By: /S/ XXXXXX XXXXX
Xxxxxx Xxxxx, President/CEO
ACCESS POWER, INC,
By: /S/ XXXXX XXXXX
Xxxxx Xxxxx, President