CONSULTING SERVICES CONTRACT
This Contract is made and entered into this date by and between Quantum
Companies, Inc., a Nevada corporation (hereinafter Quantum) and Corporate
Capital Formation, Inc., a Nevada corporation (hereinafter CCF). For valuable
consideration, the receipt and sufficiency of which is acknowledged by the
parties, the parties have agreed:
1. Quantum desires to become a reporting company: as defined under Section 12
of the Securities Act of 1933, as amended and further desires that its
securities become listed and quoted on one or more United States securities
quotation services, including but not limited to the inter-dealer quotation
system (Pink Sheets), the Over-the-Counter Bulletin Board operated by the
National Association of Securities Dealers (NASD) and the NASDAQ Stock
Exchange. CCF is able and willing to assist Quantum in this business objective
on the following terms and conditions.
2. CCF will assist Quantum in preparing a registration statement to be filed
with the US Securities and Exchange Commission (Commission), using Form 10-SB
or such other form as may be subsequently designated buy the Commission, for the
purpose of registering all of the outstanding securities of Quantum. CCF will
use its best efforts to secure the earliest possible effective date for such
registration, however Quantum understands and acknowledges that the Commission
may in its sole discretion suspend effectiveness indefinitely pending Quantums
response to comments, if any, concerning material contained in or omitted from
the registration statement. CCF will assist Quantum in promptly answering any
such comments. CCFs XXXXX Filing Department will submit the registration
statement to the Commissions XXXXX electronic filing system, together with such
amendments an may subsequently by repaired in response to Commission comments.
Further, upon the eventual effectiveness of said registration statement, CCF
will submit to the XXXXX system such required Form 3 Initial Statement of
Beneficial Ownership of Securities and the first required Form 10QSB.
Further, CCF will prepare and maintain current information required to be
submitted pursuant to Rule 159(c)2-11 promulgated under the Securities and
Exchange Act of 1934, as amended.
3. Quantum will provide CCF with convenient and unrestricted access to all
corporate books and records of Quantum and material information in any form,
including but not limited to minutes, resolutions, proxies, stock records,
voting trust agreements, contracts, letters of intent, significant verbal
agreements, and any and all other data such as may be necessary or useful in the
performance of services hereunder.
4. Quantum will pay to CCF the sum of ten thousand United States dollars
($10,000) payable upon execution of this agreements, as follows:
a. The amount of $5,000 shall be paid upon execution hereof;
b. The amount o $5,000 shall be paid upon submission of the registration to the
XXXXX electronic filing system.
Further, Quantum shall issue to CCF 100,000 shares of Quantum common stock,
valued at par, as additional compensation for services provided hereunder, such
shares to be deemed fully paid delivered. CCF shall take title to such shares
subject to such legal restrictions of resales as are applicable to
non-registered securities.
In the event of early termination of this agreement, Quantum shall be entitled
to a refund of any unearned moneys advanced hereunder.
5. Quantum agrees that CCfs services are to be rendered on a non-exclusive, best
efforts basis. Quantum acknowledged and agrees that CCF is not a law firm, and
that the relationship of the parties is one of consultant and client not
attorney and client, and that accordingly no legal privilege exists as to
information of documents provided to CCF by Quantum. CCF warrants that it will
exercise the utmost diligence in safeguarding any such information which Quantum
clearly identifies to CCF as sensitive of confidential or a business secret, but
nevertheless can be compelled by process of law to disclose such information in
certain legal proceedings.
6. Nothing herein shall be construed to create a partnership, joint venture, or
employer-employee relationship between the parties, at all times, CCF in an
independent contractor.
7. CCF, its agents, attorneys, and employees will act in a responsible,
professional manner at all times and in all matter relating to this contract.
8. the term of this contract shall be until all promises hereunder have been
fulfilled, unless earlier terminated by written notice of a party delivered to
the principal business address to the other party. In the event of such early
termination , Quantum shall be entitled to receive a refund of any fees paid to
CCF but not yet earned, and CCF shall promptly deliver to Quantum any and all
Quantum books, records, or other property in its possession.
9. This consulting services contract shall be governed by the laws of the state
of Nevada, United States of America. A facsimile copy of this document signed
and faxed by the parties severally hereto shall be valid as that of an original.
Quantum represents that it has the necessary authority to enter into this
contract and be bound by the terms herein.
IN WITNESS, the parties have signed this contract the date below indicated.
/S/ Xxxxx Xxxxxxx /S/ Xxxxx Xxxxxxx
Xxxxx X. Xxxxxxx, President Xxxxx Xxxxxxx, Managing Director
QUANTUM COMPANIES, INC. CORPORATE CAPITAL FORMATION, INC.
0000 X. Xxxxxx xxx, Xxxxx 000 0000 X. Xxxxxx Xxx
Xxx Xxxxx, XX 00000 Xxx Xxxxx, XX 00000
4/18/2001 4/18/2001
date date
