This Financial Consulting Agreement is made the 18 day of February 2004, by and
between Bidville, Inc, (hereinafter referred to as the Company) and John Mattera
with offices in West Palm Beach County Florida. (Hereinafter referred to as the
Whereas, the Consultant provides professional financial consulting and advisory
services designed to inform the interested parties as to the business products,
management, marketing, sales channels and financial opportunities available to
Whereas, the company is publicly held, but desires to attract interest in the
Company from members of the financial and business communities in the
anticipation of establishing public awareness for the products and services of
Whereas, the Company desires to publicize itself with the intention of making
its name and business better known ultimately to the business community, its
shareholders and potential investors and brokerage firms. Consultant agrees to
make introductions to the company to Brokerage firms and other types of business
whom have existing clients and prospects that would be able to benefit from the
services of Bidville, Inc. These introductions also include the introductions to
industry trade shows.
Whereas, The Consultant desires to engage the Company as a client, and through
its subsidiaries and staff are duly qualified to enter into this agreement.
Now, therefore, in consideration of this premise, the terms, covenants and
condition herein and other valuable consideration, the receipt, adequacy and
sufficiency of which the parties hereto acknowledge the parties agree as
1. Term. The term of this agreement shall begin on the date hereof and shall
terminate one year from the date hereof. If the Company desires to continue
this agreement a new agreement must be signed and in place to do so.
2. Consultant Services. The Consultant shall act generally as a professional
business advisor, essentially advising the Company as to possible options
available to the Company in general sales and marketing, special situations
that may arise in the normal course of business and the raising of monies
as well as introductions to the brokerage community.
3. Compensation. In consideration for the general advisory services provided
by the consultant, the company shall pay to the order of John Mattera, Five
Hundred Thousand (500,000) shares of restricted stock to be registered
within one year under Rule 144 as compensation for services rendered in
this agreement. This payment shall be made upon signing of this agreement.
4. Termination. The parties may for any reason terminate this agreement at any
time with or without cause in writing. The Consultant can also terminate
this Agreement if the Company fails to cure material default, upon the
bankruptcy or liquidation of the Company whether voluntary or involuntary,
upon the insolvency of the Company, or upon the Company having or applying
for a receiver appointed for all or substantial part of the Companies
5. The Parties shall indemnify each other, their parents, affiliates, and
subsidiaries, and each of their directors, officers, employees, agents, and
representatives (collectively, the "Indemnified Parties"), and hold them
harmless from and against any and all claims, actions, damages,
consequential damages, liabilities and expenses (collectively, "Losses")
occasioned by any act or omission of the other Party, its directors,
officers, employees, agents or representatives, relating to the performance
of its obligations hereunder. If the Indemnified Parties, without fault of
their part, be made party to any litigation concerning the Indemnified
Party or the Indemnified Party's performance hereof, or commenced by or
against the Indemnified Party, then the other Party shall protect and hold
the Indemnified Party harmless, and shall pay all costs, losses, expenses,
and reasonable attorney's fees incurred or paid by the Indemnified Party in
connection with said litigation.
6. The Consultant shall execute and/or issue such other documents as are
necessary to effect the purposes of the transactions herein contemplated.
Without limitation, it is contemplated by the Parties hereto that such
documents may include securities offering documents; and in such event the
Company represents and warrants that all such documents shall be prepared
in compliance will all applicable securities laws.
7. It is understood and agreed by the Parties that both parties to this
Agreement are each independent contractors with respect to each other, and
not employees, agents, joint venture partners, or partners of the other for
any purposes whatsoever. The Company shall have no right to, and shall not
control the manner or prescribe the method by which the services are
performed by Consultant. The Company shall have no duty to withhold state,
federal, or local income taxes on behalf of Consultant, and Consultant
shall remain liable for all such taxes.
8. The execution, delivery and performance by the Company, and the
consummation by the Company of the transactions contemplated hereby, have
been duly authorized by all necessary corporate action on the part of the
Company. This Agreement has been duly executed and delivered by the Company
and constitutes valid and binding obligations of the Company, enforceable
against the Company. The execution, delivery and performance of the
transactions contemplated by this Agreement, and compliance with its
provisions by the Company, will not violate any provision of law and will
not conflict with or result in a breach of any of the terms, conditions or
provisions of, or constitute a default under, or require a consent or
waiver under, the Company's Articles of Incorporation or Bylaws (each as
amended to date), or any indenture, lease, agreement or other instrument to
which the Company is a party, or which the Company or any of its property
is bound, or any decree, judgment, order, statute, rule, or regulation
applicable to the Company.
9. This Agreement, and all rights and obligations hereunder shall be binding
upon and inure to the benefit of each Party's representatives, successors
and assigns. 10. The Parties agree that the laws of the State of Florida
shall govern any dispute in keeping with conflict of laws or rules in any
dispute; and the jurisdiction and venue shall be solely in the Federal or
State Courts of Palm Beach County, Florida.
11. The undersigned represents and warrants to Consultant that he is the
officer as identified, of the Company, and is authorized to execute this
Agreement on behalf of the Company and the execution of this Agreement will
not conflict with or breach any other agreement to which the Company is a
12. This Agreement is not intended for the benefit of and should not be relied
upon by any third parties and neither Consultant nor the Company shall have
any liability to any such party.
13. This Agreement constitutes the entire agreement of the Parties with respect
to the matters herein referred and supersedes all prior agreements and
understandings, written and oral, between the Parties with respect to the
14. Neither this Agreement nor any term hereof may be changed, waived or
terminated orally, except by an instrument in writing signed by the Party
against which enforcement of the change, waiver or termination is sought.
15. Any determination by any court of competent jurisdiction that any provision
of this Agreement is invalid shall not affect the validity of any other
provision of this Agreement, which shall remain in full force and effect
and shall be construed as to be valid under applicable law. No waiver by
any Party of any provision (or breach of any provision) of this Agreement,
whether by conduct or otherwise, in any one or more instances, shall be
deemed or construed either as a further or continuing waiver of any such
provision or breach or as a waiver of any other provision (or of a breach
of any other provision) of this Agreement.
16. Each Party agrees to execute this Agreement in original counterparts and do
all things necessary to effectuate the purposes of this Agreement without
delay or limitation. The Parties hereto agree that the fact of execution
may be by facsimile transmission.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
by their respective officers thereunto duly authorized as of the day and year
first above written.
/s/ John Mattera
John Mattera. DATE: February 18, 2004
By: /s/ Gerald C. Parker
Chairman, Gerald C. Parker
Facsimile signature shall be accepted as original under the terms of this
/s/ John Mattera