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Tel: ▇▇▇ ▇▇▇ ▇▇▇▇ Fax: ▇▇▇ ▇▇▇ ▇▇▇▇
May 22nd, 2002
By E Mail: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇.▇▇▇
COMMUNICATE ▇▇▇.▇▇▇ INC.
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ATTENTION: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Vice President of Operations
Dear ▇▇. ▇▇▇▇▇▇▇:
RE: CONSULTING AGREEMENT BETWEEN ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇("HEK" or "CONSULTANT") AND
COMMUNICATE ▇▇▇.▇▇▇ INC. ("CMNW" or "CLIENT" or "COMPANY"), (the "Agreement")
The purpose of this letter is to confirm the terms of the Agreement between CMNW
and HEK agreed upon during your several telephone conversations with our
representative.
1. The Scope of the Project
CMNW is engaged in the acquisition and exploitation of existing oil and
gas properties throughout the United States in accordance with the
Private Placement Memorandum dated December 1, 2001 and the three (3)
page "Summary of Future Operations" dated April 29, 2002 provided to HEK.
2. Scope of Services Provided by HEK (the "HEK Services")
HEK is engaged in the business of providing the advice and expertise
required by its clients to successfully complete mergers and
acquisitions. While these services do not include the raising of funds
from the public, either directly or indirectly, HEK does advise and
assist its Clients in retaining the services required to become a
publicly traded vehicle, which services are limited to the following:
(a) The recommendation of qualified professionals required to
accomplish the Client's objectives, including qualified
lawyers, accountants, public relations organizations and
market makers and assisting the Client in negotiating the
terms of the consulting agreements to be entered into
between the Client and such professionals and shall co-
ordinate the activities of these professionals and
consultants;
(b) Reviewing the financial information prepared and provided by
the client, including financial statements, business plans
and financial projections, but not the preparation of such
documents;
(c) Preparation of all required or recommended Offering
Circulars and Offering Memoranda based exclusively upon
information provided by the Client, if required;
(d) Assisting in the preparation of all regulatory or
governmental submissions and filings required to complete
proposed merger or acquisition, if required;
(e) In the event of a solicitation by the Client of funds from
the public, advising the Client of any potential investors
of whom HEK becomes aware following which it shall be the
Client's obligation to communicate and negotiate with such
potential investors without the assistance of HEK. HEK shall
in no way be compensated for such referrals and no part of
its compensation shall be in respect of such referrals or
the funds which might be invested by such potential
investors;
(f) The recommendation of a suitable re-structuring plan of CMNW
shares designed to meet the Client's objectives; and
(g) LIABILITY OF CONSULTANT: In furnishing the Company with
management advice and other services as herein provided,
neither Consultant nor any officer, director or agent
thereof shall be liable to the Company or its creditors for
errors of judgment or for anything except malfeasance, bad
faith or gross negligence in the performance of its duties
or reckless disregard of its obligations and duties under
the terms of this agreement;
(h) It is further understood and agreed that Consultant may rely
upon information furnished to it reasonably believed to be
accurate and reliable and that, except as herein provided,
Consultant shall not be accountable for any loss suffered by
the Company by reason of Company's action or non-action on
the basis of any advice, recommendation or approval of
Consultant, its employees or agents;
(i) The parties further acknowledge that Consultant undertakes
no responsibility for the accuracy of any statements to be
made by management contained in press releases or other
communications, including, but not limited to, filings with
the Securities and Exchange Commission and the National
Association of Securities Dealers; and
(j) HEK shall not be called upon by the Company to provide
either legal or accounting advise and the Company shall at
all times retain the services of qualified security
attorneys and auditors.
3. HEK's Compensation
(a) CMNW hereby grants to the Consultant 5,150,000 common shares
of CMNW as full compensation of the services to be rendered
by the Consultant to the Company which shares are to be
registered immediately by way of an S 8 Registration and in
no event later then May 24th, 2002; and
(b) The Shares referred to above shall be issued as follows:
(i) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ - 2,525,000 Shares; and
(ii) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ - 2,525,000 Shares;
4. Term of the Consulting Agreement
The term of the Consulting Agreement shall commence upon the execution
of this Agreement by all necessary parties and shall continue for a
period of six (6) months.
5. CMNW Representations
CMNW warrants and represents that the shareholdings of the Company are
at the present time as set out below:
(a) ▇▇▇▇▇ ▇▇▇▇▇▇▇ 7,500,000 (144)
(b) Daambr Production Corp. 8,800,000 (144)
(c) ▇. ▇▇▇▇▇▇▇ & Family 400,000 (free trade)
(d) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 400,000 (free trade)
(e) ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ 400,000 (free trade)
(f) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 70,000 (free trade)
(g) Employees 750,000 (144)
(h) Public Float 2,000,000 (free trade)
6. MISCELLANEOUS:
(a) All final decisions with respect to consultation, advice and
services rendered by Consultant to the Company shall rest
exclusively with the Company;
(b) This Agreement contains the entire agreement of the parties
hereto and there are no representations or warranties other
than those contained herein.
(c) Neither party may modify this Agreement unless the same is
in writing and duly executed by both parties hereto;
(d) By signing this Agreement, the Company admits to having no
prior knowledge of any pending S.E.C. or N.A.S.D
investigations into the trading of the securities of the
Company or the activities of the Company;
(e) In the event this Agreement or performance hereunder
contravene public policy or constitute a material violation
of any law or regulation of any federal or state government
agency, or either party becomes insolvent or is adjudicated
bankrupt or seeks the protection of any provision of the
National Bankruptcy Act, or either party is enjoined, or
consents to any order relating to any violation of any state
or federal securities law, then this Agreement shall be
deemed terminated, and null and void upon such termination;
neither party shall be obligated hereunder and neither
party shall have any further liability to the other;
(f) Any controversy or claim arising out of or related to this
Agreement shall be settled by arbitration pursuant to the
provisions of the Arbitration Act R.S.O. 1990, as amended
and any arbitration shall be conducted in the city of
Toronto, Province of Ontario, Canada; and
(g) This Agreement may be signed in counterpart.
7. SEVERABILITY OF PROVISIONS: The invalidity or unenforceability of any
term, phrase, clause, paragraph, restriction, covenant, agreement or
other provision of this Agreement shall in no way affect the validity
or enforcement of any other provision or any part thereof.
8. BREACH OF CONTRACT: The sole remedy of the Client in respect of any
material breach of this Agreement by Consultant shall be to terminate
this Agreement upon the giving of five (5) days prior written notice,
in which event all unexercised or partially exercised options shall be
null and void and of no effect.
9. INDEPENDENT CONTRACTOR: Consultant and the Company hereby acknowledge
that Consultant is an independent contractor. Consultant shall not hold
himself out as, nor shall he take any action from which others might
infer, that he is a partner of, agent of or a joint venture of the
Company.
Please execute the Acknowledgment at the end of this letter to signify your
acceptance of the above terms and conditions and return one copy of the executed
Agreement by fax at ▇▇▇ ▇▇▇ ▇▇▇▇ and two originally executed copies of the
Agreement by courier to GIL at:
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Suite 301
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Regards,
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
ACKNOWLEDGEMENT
The undersigned by the execution of this Acknowledgement hereby agree to be
bound by the above terms and conditions and agree to do or cause to be done all
acts and deeds necessary to give effect to the intent of this Agreement.
DATED at 9:30PM, this 24 day of May, 2002
COMMUNICATE ▇▇▇.▇▇▇ INC.
Per:
_______________________________
▇▇▇▇▇▇▇ BITERS VP OPERATIONS
