EXHIBIT 99.2
COMPENSATION AGREEMENT WITH A. R. HARDY AND ASSOCIATES
THIS CONSULTING SERVICES AGREEMENT (hereinafter referred to as the "Agreement")
effective as of the 1st day of June, 1998 by and between COLECCIONES DE ▇▇▇▇▇▇,
INC., ▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ and A. R. Hardy and
Associates, with a place of business, located at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (hereinafter referred to as "Consultant"). In
consideration of the promises and mutual covenants contained herein and on the
terms and conditions hereinafter set forth, it is agreed as follows:
1. PROVISION OF SERVICES - Consultant shall provide to COLECCIONES DE ▇▇▇▇▇▇,
INC. the following services:
(a) Advice and counsel with respect to advertising and promotion;
(b) Advice with respect to short and long term strategic business plans,
strategic alliances and potential acquisitions and/or joint ventures;
(c) Look for suitable merger/acquisition candidates;
(d) Review all shareholder communication including financial filings,
press releases, research reports, etc. prior to release;
(e) Place advertisements for the Company in Opportunist Magazine, Stock
Talk Magazine, Investor Deck, Money World Magazine and selected
Newsletters;
(f) Provide two TV interviews, Due Diligence Video, Corporate Video and
Conference Video;
(g) Develop, design and distribute a Due Diligence Package of at least
1,000 copies;
(h) Provide a research report;
(i) Communicate with the company designees once per month on what has been
accomplished for the company that month.
(j) Consultant agrees to use his best efforts in the furnishing of the
Services.
2. COMPENSATION - (a) COLECCIONES DE ▇▇▇▇▇▇, INC. agrees and shall
compensate Consultant in consideration of his performance of the Services
hereunder for the period through of June 1, 1998 to June 1, 1999 by initially
delivering seven hundred thousand, common shares "Shares" in lieu of any cash
payment for services. The Shares shall be free and clear of all liens and
shall be registered by COLECCIONES DE ▇▇▇▇▇▇, INC., at its expense, with the
Securities and Exchange Commission on Form S-8 as soon as practicable after
the date hereof.. For valuation purposes, the Shares issued under the terms
of this Agreement, shall be valued at $.25 each or a total of $175,000. (b)
In addition to the compensation set forth in paragraph 2(a) above, the
Company agrees to grant free trading common stock options to Consultant as
follows:
Options : 200,000 @ $.75 100,000 @ $1.50 100,000 @ $2.25
100,000 @ $1.00 100,000 @ $1.75 100,000 @ $2.50
100,000 @ $1.25 100,000 @ $2.00 100,000 @ $3.00
The stock options may be exercised from time to time in increments of 10,000
or more during the period of this Agreement. For valuation purposes, the
stock options shall be valued at $.25 per share of $250,000 in total.
3. TERM & TERMINATION - This Agreement shall enter into force and effect at
the date first written above and shall remain in force and effect for a
period ending on June 1, 1999.
4. LIABILITY OF CONSULTANT - In furnishing COLECCIONES DE ▇▇▇▇▇▇, INC. with
the Services provided herein, neither Consultant nor any officer, director or
agent thereof shall be liable to COLECCIONES DE ▇▇▇▇▇▇, INC. or its creditors
for errors of judgment or for any matters, except for willful malfeasance, bad
faith or
14
gross negligence in the performance of the Services or the reckless disregard
of its obligations and duties under the terms of this Agreement. It is
further agreed and understood that Consultant may rely upon information
furnished to it by COLECCIONES DE ▇▇▇▇▇▇, INC. which Consultant reasonably
believes to be accurate and reliable and that, except as provided herein,
Consultant shall not be accountable for any loss suffered by COLECCIONES DE
▇▇▇▇▇▇, INC. by the reason of COLECCIONES DE ▇▇▇▇▇▇, INC.'s action or
non-action on the basis of any advice, recommendation or approval of
Consultant, its partners, officers, directors, employees or agents, except as
provided above.
5. INDEPENDENT CONTRACTORS - Execution of this Agreement in no way creates,
nor shall this Agreement be interpreted or construed as creating, an
employment, agency, partnership or joint venture relationship between
COLECCIONES DE ▇▇▇▇▇▇, INC. and Consultant and it is understood Consultant
will be acting as an independent contractor.
6. MISCELLANEOUS -
a. OTHER ACTIVITIES OF CONSULTANT. COLECCIONES DE ▇▇▇▇▇▇, INC.
recognizes that Consultant now renders and may continue to render management
and other advisory services to other companies which may or may not have
policies and conduct activities similar to those of COLECCIONES DE ▇▇▇▇▇▇,
INC. Consultant shall be free to render such advice and other services and
COLECCIONES DE ▇▇▇▇▇▇, INC. hereby consents thereto. Consultant shall not be
required to devote its full time and attention to the performance of the
Services hereunder to COLECCIONES DE ▇▇▇▇▇▇, INC., but shall only devote so
much of its time and attention as COLECCIONES DE ▇▇▇▇▇▇, INC. and Consultant
mutually deem reasonable and necessary for such Services.
b. CONTROL. Nothing contained herein shall be deemed to require
COLECCIONES DE ▇▇▇▇▇▇, INC. to take any action contrary to its Certificate of
Incorporation or by-laws, or any applicable statute or regulation, or to
deprive its Board of Directors of their responsibility for any control of the
conduct or the affairs of COLECCIONES DE ▇▇▇▇▇▇, INC.
c. This Agreement shall constitute the entire agreement between
COLECCIONES DE ▇▇▇▇▇▇, INC. and Consultant relating to the Services to be
performed, and no representations, promises, understandings, or agreements,
oral or otherwise, not herein contained shall be of any force or effect. No
modification or waiver of any provision of this Agreement shall be valid
unless it is in writing and signed by both COLECCIONES DE ▇▇▇▇▇▇, INC. and
Consultant. This Agreement shall be binding upon the heirs, executors,
administrators, successors and assigns of the parties hereto.
d. This agreement shall be governed by and interpreted under the laws
of the State of California. The parties shall arbitrate all claims and
controversies arising out of this Agreement before a single Arbitrator in San
Diego, California under the rules of the American Arbitration Association,
with the losing party to pay all the actual costs of the arbitration,
including the reasonable attorney fees actually incurred by the losing party.
Judgment on any award by the Arbitrator may be entered in any court of law
that would have had jurisdiction of the claim or controversy.
IN WITNESS WHEREOF, the parties hereto, by their duly authorized
representatives, have signed this Agreement as of the date first above
written.
COLECCIONES DE ▇▇▇▇▇▇, INC. A. R. HARDY & ASSOCIATES
/S/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ /S/ ▇▇▇▇▇▇ Zucchini
---------------------------- ------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Zucchini
Colecciones de ▇▇▇▇▇▇, Inc. A. R. Hardy and Associates
15
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended the
Registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the city of Del Mar,
CA on June 17, 1998.
COLECCIONES DE ▇▇▇▇▇▇, INC.
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
By: --------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇, President
Pursuant to the requirements of the Securities Act of 1933, the following
persons in the capacities indicated on June 11, 1998 have signed the
registration statement below
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
-------------------------------- Principal Executive Officer, Principal
▇▇▇▇▇▇ ▇▇▇▇▇▇ Financial Officer and Director
/s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------- Corporate Secretary, Principal Executive
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Officer and Director
Being all the members of the Registrant's Board of Directors.
16
