AGREEMENT
between
DataWorld Solutions, Inc..
(hereinafter referred to as to "the Company")
and
E-Start Limited, Inc.
(hereinafter referred to as the "Consultant")
WHEREAS the Company is a public company involved the development, sale and
marketing of Computer Cabling, peripherals and Video Streaming technologies
over the Internet and related items, whose common stock is traded on the OTC
Bulletin Board under the trading symbol "VCCP";
AND WHEREAS the Consultant provides business consulting services in product
development, distribution, E-Commerce site construction, E-commerce test
marketing, and the procurement of internet traffic and strategic alliances in
the e-commerce industry.
AND WHEREAS the Company has retained the services of the Consultant to provide
ongoing consulting services as outlined in the attached Web Design And Services
Proposal (the "Proposal") and the Consultant has provided and continues to
provide such services to the Company:
NOW THEREFORE, the Consultant guarantees that in exchange for the company
providing 1,800,000 shares of the Company's common stock (to be registered
on Form S-8 with a value of $.20 U.S. per share) it will provide the services
set forth herein.
NOW THEREFORE THIS AGREEMENT WITNESSETH that the parties hereto covenant and
agree with each other as follows;
1. The Consultant shall provide consulting services to the Company for a period
of two years from the date of execution of this agreement. For the purpose of
clarification, the consulting services to be provided by the Consultant shall
include, but not necessarily be limited to, the following; see attached
Proposal.
2. The Company agrees to compensate the Consultant for services rendered to the
Company through the issuance and delivery to the Consultant of 1,800,000 units
f the Company's common stock $ .001 par value per share ( the "Shares") which
the Company shall use its best efforts to register for sale on Form S-8.
3. The Company agrees to compensate the Consultant for properly documented
out-of-pocket expenses incurred by the Consultant pursuant to the performance
of the Company's duties under the terms of this agreement including but not
limited to, facsimile, postage, printing, photocopying, provided that
expenses in excess of $500.00 per item must have been previously approved by
the Company. Any such expenses shall be due and payable when billed to the
Company.
4. The Company agrees to indemnify and save harmless the Consultant and each of
its officers and directors from and against any actions, proceedings, claims,
judgments and costs in respect of any matter or thing done or omitted to be
done in good faith (absent negligence) by the Consultant pursuant to the
performance of the Consultant's duties under the terms of this agreement. The
Company shall make available to the consultant all information concerning the
business, assets, operations and financial condition of the company which the
consultant reasonably requests in connection with the performance of his
obligations hereunder. The Company further covenants that all
information supplied to the Consultant by the Company shall be true,
accurate, complete and not
AGREEMENT - cont'd
E-Start Limited, Inc.
January 25, 2000
Page - 2
misleading, in all respects. The Consultant may rely on the accuracy of all such
information without independent verification.
5. The term of this agreement shall be two years commencing on the date hereof.
6. The Company acknowledges the fact that the Consultant represents and may
continue to render consulting services to other companies which may or may
not have policies and conduct activities similar to those of the company. The
Consultant agrees to promptly disclose to the Company from time to time any
conflict of interest resulting from any such representation which may adversely
effect the performance of its obligations hereunder.
7. The Consultant shall not be required to devote any minimum or specific
expenditure of time in performing the services delineated in this Agreement
(including the Proposal) provided that the Consultant be reasonably accessible
to the Company and shall devote such efforts to the effective performance of
such services as may be commensurate therewith.
8. Within a reasonable time after the execution hereof, the Company agrees that
it will commence the preparation of a registration on Form S8 to register (I)
the issuance of the Shares being issued by the Company to the Consultant in
connection herewith, if such shares are issued after the effective date of
the Form S-8 or (ii) the resale of Shares being issued by the Company to the
Consultant in connection herewith if such Shares are issued prior to the
effective date of the Form S-8. The Company shall use its best reasonable
efforts to file such registration statement within twenty (20) days following
the date hereof (the "Registration Period") In connection with the agreement
made in favor of the Consultant herein, the company represents that (i) It is
a reporting company under the Securities and Exchange Act of 1934, as amended,
(the "Exchange Act"), (ii) at the time of filing the Form S-8 it will have
filed all reports it is required to file under the Exchange Act during the
twelve month period immediately preceding this Agreement and hereby covenants
with and to the Consultant that it will use its best reasonable efforts to file
all such reports it is required to file under the Exchange Act during the
twelve month period immediately following this Agreement and within the time
period prescribed therefore under the Exchange Act, and (iii) it will not
enter into any agreement which will in any way conflict or interfere with the
Consultant's rights hereunder without first obtaining the written consent of
the Consultant to entering such agreement, which consent the Consultant will
not unreasonably withold.
9. The parties hereto agree that all final decisions with respect to
consultation, advice and services rendered by the Consultant to the Company
shall rest exclusively with the Company and the Consultant covenants not to
release any information or material relating to the Company into the
public domain, without the consent of the Company. The Company further
convenants to cooperate fully and timely with the consultant to enable the
consultant to perform its obligations hereunder.
10. The Consultant hereby represents and warrants to the Company;
a) It is a corporation duly organized and validly existing under the laws of the
State of Florida. It is qualified as a foreign corporation in all jurisdictions
where it is required to so qualify. It has full corporate power and authority to
execute and deliver this Agreement and to perform its obligations and further
approvals as necessary.
b) The execution, delivery and performance of this Agreement by the Consultant
has been duly authorized by the Consultant's Board of Directors, and no further
approvals are necessary.
AGREEMENT - cont'd
E-Start Limited, Inc.
January 25, 2000
Page - 3
c) That neither the execution of this agreement nor performance hereunder will
(I) violate, conflict with or result in a breach of any provisions of, or
constitute a default (or an event which, with notice or lapse of time or both,
would constitute a default) under the terms, conditions or provisions of the
consultant's Certification of Incorporation or By-laws, or any contract,
agreement or other instrument or obligation to which the consultant is a party,
or by which it may be bound, or (ii) violate any order, judgement, writ,
injunction or decree applicable to the Consultant.d) All the consultant's
issued and outstanding capital shares are beneficially owned by one natural
person, Xxxx Xxxxxx (the "sole stockholder"). The sole stockholder owns such
capital stock directly and not as a nominee for any other person or entity.
The Consultant meets the definition of "employee" of the Company under Form
S-8 General Instruction A(1)(a)(1), and as such, the Consultant is eligible
to be issued, and/or sell securities registered on a registration statement of
Form S-8.
e) In connection with the acquisition of the Shares by the Consultant from the
Company, and the issuance of such Shares by the Company to the Consultant, if
the Shares are issued prior to the effective date of the Form S-8, the
Consultant does hereby represent and warrant to the Company as follows:
(i) Acquisition for Account. The Consultant represents and warrants that
the Shares purchased by it are being acquired for its own account, for
investment purposes and not with a view to any distribution within the
meaning of the Securities act of 1933, as amended (the "Securities
Act"). The Consultant will not sell, assign, mortgage, pledge,
hypothecate, transfer or otherwise dispose of any of the Shares unless
(A) a registration statement under the Securities Act with respect
thereto is in effect and the prospectus included therein meets the
requirements of Section 10 of the Securities Act, or (B) the Company
has received a written opinion of its counsel that, after an investigation
of the relevant facts, such counsel is of the opinion that such proposed
sale, assignment, mortgage, pledge, hypothecation, transfer or
disposition does not require registration under the Securities Act or
any state securities law.
(ii) Investor Status. The Consultant represents and warrants further that
(A) it is either an "accredited investor", as such term is defined in Rule
501 (a) promulgated under the Securities Act, or either alone or with
its purchaser representative, has such knowledge and experience in
financial and business matters that it is capable of evaluating the
merits and risks of the acquisition of the Shares. (B) it is able to bear
the economic risks of an investment in the Shares, including, without
limitation, the risk of the loss of part or all of its investment and the
inability to sell or transfer the Shares for an indefinite period of time;
(C) it has adequate financial means of providing for current needs and
contingencies and has no need for liquidity in its investment in the
shares; and (D) it does not have an overall commitment or investments
which are not readily marketable that is excessive in proportion to net
worth and an investment in the Shares will not cause such overall
commitment to become excessive.
AGREEMENT-cont'd
E-Start Limited, Inc.
January 25, 2000
Page-4
(iii) Review of Material. The Consultant has reviewed the Company's
Annual Report on Form 10-KSB for the fiscal year ended June 30,
1999, the Company's Quarterly Reports on Form 10-QSB for the
three-month periods ended March 31 and September 30, 1999 and the
Company's Current Reports on Form 8-K, if any, and has been
afforded the opportunity to obtain such information regarding the
Company as it has reasonably requested to evaluate the merits and
risks of the Consultant's investment in the shares. No oral or written
representations have been made or oral information furnished to the
Consultant or its advisors in connection with the investment in the
Shares.
(iv) Legend. The Consultant acknowledges that in the event that the shares
are issued prior to the effectiveness of the registration statement that
the following restrictive legend will be placed on any instrument,
certificate or other document evidencing the Shares:
"The Shares represented by this certificate have not been registered
under the Securities Act of 1933. These shares have been acquired for
investment and not for distribution. They may not be sold, assigned,
mortgaged, pledged, hypothecated, transferred, or otherwise disposed
of without an effective registration statement for such shares under the
Securities Act of 1933 or an opinion of counsel for the Company that
registration is not required under such Act."
(v) Company Reliance. The Consultant acknowledges the foregoing in
connection with the opinion of counsel with regard to the
issuances of the Shares to the Consultant and any subsequent
transfer of the Shares by the Consultant and agrees to advise the
Company and the Company's counsel in writing in the event of any
change in any of the foregoing.
(vi)Confirmation of Representations. If the Company requires the
Consultant will reconfirm the foregoing representations, with such
additions thereto to reflect additional review material if
any, at the time of issuance.
11. The Consultant and the sole Stockholder, jointly and severally, agree to
indemnify, hold harmless and defend, the Company and each of its directors and
officers against any and all liabilities, damages, claims actions or proceedings
whatsoever (and all costs and expenses of defending against same or enforcing
this provision)(collectively, the "Claims") suffered by, or brought against,
such indemnified party(ies) arising out of any breach of the Consultant's
representations contained in paragraphs 10. This paragraph does not limit any
other remedies the company or any other indemnified party may have under this
agreement or otherwise at law or in equity for breach of such representations
or any other provisions hereof.
AGREEMENT-cont'd
E-Start Limited, Inc.
January 25, 2000
Page-5
12. Independent Contractor. The Consultant is retained by the company only for
the purposes and to the extent set forth in this Agreement, and its
relationship is that of an independent contractor.
13. Time shall be of the essence of this agreement and every part thereof and
no extensions or variations of this agreement shall operate as a waiver of
this provision, except to the extent specifically waived.
14. (a) The Consultant agrees that it at all times hereafter will hold in a
fiduciary capacity and in strict confidence all information, data and documents
received from the Company (collectively, "Information") and will not, without
the consent of the company, use or disclose, directly or indirectly, the
information in any manner whatsoever, in whole or in part during and after
the terms of this Agreement. Notwithstanding the foregoing, the obligations
under this paragraph 14(a) to maintain such confidentiality shall not apply
to any information (I) that is in the public domain at the time furnished by
the company, (ii) that becomes in the public domain thereafter through any
means other than as a result of any act of the Consultant or which constitutes
breach of this Agreement, or (iii) that is required by applicable law to be
disclosed by the Consultant.
(b) The parties agree that the remedy at law in any breach or threatened breach
of the provisions of paragraph 14(a) will be inadequate and the Company shall,
in addition to any other remedies under this agreement or otherwise which it
may have, be entitled to injunctive relief to compel the Consultant to perform
or refrain from action required or prohibited thereunder.
15. Notwithstanding anything to the contrary in this Agreement or the attached
proposal, the company shall not be required to pay the consultant any
compensation for the Consultant's services described in this Agreement,
including without limitation those described in the attached Proposal,
except for the Shares as provided in paragraph 2 hereof.
16. This Agreement sets forth the entire agreement between the parties with
respect to the subject matter hereof. This agreement is binding on the parties
and their respective successors and assigns, provided however that the
Consultant may not assign this agreement without the prior written consent of
the company. This Agreement shall be governed and construed in accordance with
the laws of the State of New York. The Consultant and the Company both agree
to binding arbitration in a forum to which they shall mutually agree. in the
event that a dispute arises regarding the time of issuance and manner of
delivery to the consultant of the common shares in the Company.
17. Anything herein to the contrary notwithstanding, the Consultant agrees as
follows with respect to the Shares: 900,000 of the Shares (the "Withheld
Shares") shall be held by the Company for a period of one hundred eighty
(180) days from the date of this Agreement (the "Holding Period"). During the
Holding Period the Consultant shall not be entitled to sell, assign, transfer
or otherwise dispose of the Withheld Shares. At the conclusion of the Holding
Period the Company shall deliver the Withheld Shares or any balance thereof to
the Consultant
AGREEMENT - cont'd
E-Start Limited, Inc.
January 25, 2000
Page - 6
Notices shall be addressed to E-Start Limited, Inc., at:
E-Start Limited, Inc.
0000 X. Xxxxx Xxxx.
Xxxxx 000
Xxxx Xxxxx, XX 00000
Attn: Xx. Xxxx Xxxxxx, President
Notices shall be addressed to DataWorld Solutions Inc., at:
DataWorld Solutions, Inc.
000 Xxxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Attn: Xxx XxXxxx
IN WITNESS WHEREOF the parties have caused their duly authorized officers to
execute this agreement this 25th day of January 2000.
per: /s/ Xxxx Xxxxxx per: /s/ Xxxxxx XxXxxx
Xxxx Xxxxxx Xxxxxx XxXxxx
E-Start Limited, Inc. DataWorld Solutions, Inc.
