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EXHIBIT 10.(b)
CONSULTING AGREEMENT
This Agreement is made effective as of January 1, 1998 by and between POP N GO,
INC., of 00000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx 00000, and Calblue, Inc.
In this Agreement, the party who is contracting to receive services shall be
referred to as "PNG", and the party who will be providing the services shall be
referred to as "Calblue".
Calblue has an extensive background in the creation of start-up companies and
in the management and development of start-up companies and is willing to
provide services to PNG based on this background.
PNG desires to have services provided by Calblue.
Therefore, the parties agree as follows:
1. DESCRIPTION OF SERVICES. Beginning on January 1, 1998, Calblue will provide
the following services (collectively, the "Services"):
A. Serve as Chief Executive Officer and a member of the Board of Directors of
PNG.
B. Oversee the day to day operations of PNG.
C. Develop the strategic plan for PNG.
D. Consult with PNG's President on the overall strategic direction of PNG.
2. PERFORMANCE OF SERVICES. The manner in which the Services are to be
performed and the specific hours to be worked by Calblue shall be determined by
Calblue. PNG will rely on Calblue to work as many hours as may be reasonably
necessary to fulfill Calblue's obligations under this Agreement.
3. PAYMENT. PNG will pay a fee to Calblue for the Services based on $96,000 per
year during the first year, $120,000 per year during the second year and
$150,000 per year during the third year of this Agreement. This fee shall be
payable twice monthly, no later than 5 days after the end of each applicable
period during which Services were performed.
4. BONUS PAYMENTS. In addition to the payments under the preceding paragraph,
PNG will make bonus payments to Calblue based on 1.00% of PNG gross sales.
a. Payment Schedule. The bonus payments shall be payable, no later than
the tenth day of the month following the end of PNG's fiscal year.
b. Accounting. PNG shall maintain records in sufficient detail for purposes
of determining the amount of the bonus. PNG shall provide to Calblue a
written accounting that sets forth the manner in which the bonus payment
was calculated.
c. Stock Bonus. A stock bonus of 15 shares of PNG common stock will be paid
to Calblue for each quarter that Calblue serves as a consultant during the
term of this Agreement. Each 15 share bonus will be considered earned as of
the last day of each quarterly period.
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5. TERM/TERMINATION. This Agreement shall terminate automatically on December
31, 2000. PNG and Calblue may agree to terminate this Agreement at any time
only by mutual consent of the parties and by payment to Calblue of 6 months of
consulting fees. Any accrued cash and stock bonus will be payable upon
termination.
7. RELATIONSHIP OF PARTIES. It is understood by the parties that Calblue is
an independent contractor with respect to PNG, and not an employee of PNG.
8. DISCLOSURE. Calblue is required to disclose any outside activities or
interests, including ownership or participation in the development of prior
inventions, that conflict or may conflict with the best interests of PNG.
Prompt disclosure is required under this paragraph if the activity or interest
is related, directly or indirectly, to:
- a product or product line of PNG
- a manufacturing process of PNG
- any activity that Calblue may be involved with on behalf of PNG
9. ASSIGNMENT. Calblue's obligations under this Agreement may not be assigned
or transferred to any other person, firm, or corporation without the prior
written consent of PNG.
10. NOTICES. All notices required or permitted under this Agreement shall be
in writing and shall be deemed delivered when delivered in person or deposited
in the United States mail, postage prepaid, addressed as follows:
IF for PNG:
POP N GO, INC.
00000 Xxxx Xxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxx 00000
IF for Calblue, Inc.:
Calblue, Inc.
0000 Xxxxx Xxxx.
Xxxxxx, Xx. 00000
Such address may be changed from time to time by either party by providing
written notice to the other in the manner set forth above.
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11. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the
parties and there are no other promises or conditions in any other agreement
whether oral or written. This Agreement supersedes any prior written or oral
agreements between the parties.
12. AMENDMENT. This Agreement may be modified or amended if the amendment is
made in writing and is signed by both parties.
13. SEVERABILITY. If any provision of this Agreement shall be held to be
invalid or unenforceable for any reason, the remaining provisions shall continue
to be valid and enforceable. If a court finds that any provision of this
Agreement is invalid or unenforceable, but that by limiting such provision it
would become valid and enforceable, then such provision shall be deemed to be
written, construed, and enforced as so limited.
14. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any
provision of this Agreement shall not be construed as a waiver or limitation of
that party's right to subsequently enforce and compel strict compliance with
every provision of this Agreement.
15. APPLICABLE LAW. This Agreement shall be governed by the laws of the State
of California.
Party receiving services:
POP N GO, INC.
By: /s/ XXXXXX XXXXXX, PRESIDENT
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POP N GO, INC.
Party providing services:
Calblue, Inc.
By: /s/ XXX XXXXX
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Xxx Xxxxx
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