EXHIBIT 6.11
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CONSULTING AGREEMENT
THIS AGREEMENT is made this ___ day of ______________, 2001, between
NOVACORP, L.L.C. ("Novacorp") with its principal office at 112 N. First Street,
St. Xxxxxxx, IL 6074, PRINZ AND ASSOCIATES, L.L.C. ("Prinz") with its principal
office at 000 Xxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxxxx, XX 00000 and RED OAK
FINANCIAL CORP. ("Red Oak") with its principal office at 000 Xxxxxxxx Xxxx,
Xxxxx 000, Xxxxxxxxxx, XX 00000 (hereinafter collectively referred to as
"Consultants"), and EASY MONEY HOLDING CORPORATION (or any derivative company)
with its principal address at 0000 Xxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxx Xxxxx,
Xxxxxxxx (hereinafter referred to as the "Company").
WITNESSETH:
WHEREAS, the Company is engaged in short-term consumer lending, check
cashing, deferred presentment and its related application; and
WHEREAS, Consultants are experienced in advising and assisting business
entities in their management matters and assisting business entities to become
publicly traded; and
WHEREAS, Consultants have broad experience in matters which the Company
is currently interested; and
WHEREAS, the Company desires to engage Consultants as independent
contractors to serve as consultants to the Company and Consultants desire to
serve as consultants to the Company in accordance with the terms and conditions
herein; and
WHEREAS, the Company and the Consultants will work together leveraging
the Consultants' relationships in the private and public financial market place
in order to maximize the Company's value;
WHEREAS, the Company may maximize the value of the organization by
developing the operation within the Company and engaging n one or more of the
following activities (a) become a public company, (b) raise capita; and
WHEREAS, the Consultants will introduce individuals or entities to the
Company in which the Company, at its complete discretion, may employ to perform
services on behalf of the Company. The Company is responsible for their
compensation.
NOW, THEREFORE, in consideration of the foregoing and the mutual
promises and agreements hereinafter contained, the parties agree as follows:
1. Term. Subject to the provisions for termination hereinafter provided,
the term of this Agreement shall commence on the date of execution of
the Agreement and shall terminate on December 31, 2001 (the "Term").
2. Duties. Consultants shall provide the Company with advice, consultation
and support as the Company may request from time to time in connection
with management of the Company's business, development, implementation
and enforcement of the Company's mission as it pertains to the Company
and its desire to become a publicly traded entity. Consultants shall
use their best efforts to assist Company. Notwithstanding anything to
the contrary contained herein, nothing in this Agreement shall be
construed as a guaranty of performance or results. By separate
agreement only, the Consultants may advise Company on acquisitions or
mergers. Effective upon the execution of this Agreement, Consultants
agree that during the Term of their respective Engagement by the
Company and in such capacity shall be responsible for all acts
consistent with their respective positions as consultants of the
Company as may be reasonably delegated to them to accomplish the
following:
(a) Red Oak shall use its best efforts to cause the Company to be
registered on a recognized free trading market (i.e., NASDAQ
Small Capitalization Market or Bulletin Board Market). Red Oak
will be responsible for accomplishing the Company's goal of
becoming publicly traded by doing an IPO, Reverse Merger, or
by filing a Public registration statement.
(b) Red Oak will be responsible for gathering the necessary
information and shepherding and assisting the various team
members including the Company's' attorneys and accountants, in
preparation of the comprehensive filings with the SEC, NASD
and necessary state regulatory agencies, including a full
description of Company's business and audited financial
statements.
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(c) Red Oak shall identify and engage the services of a market
maker firm that is a member in good standing of the NASD and
which said market marker is prepared to file the necessary
documentation in its own name, as is required under SEC rules.
(d) Red Oak will assist in the preparation of the Form 211 and
other documentation necessary under SEC Rule 15c2-11, prepare
the resale registration statement and arrange for trading to
begin on the OTC Bulletin Board Market or, if appropriate, the
NASD Small Capitalization market.
3. Consultants' Availability. The Consultants shall provide the services
reasonably required by the Company at such times and places as the
Company reasonably may request during the Term. If thereafter the
Company should seek to utilize one or more of the Consultants' services
for substantial work, the Company shall pay additional compensation to
each such Consultant for such excess service, in such amount as the
Company and the Consultant mutually determine.
4. Compensation.
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(a) At such time as the Company's common stock begins trading on a
recognized free trading market (i.e., NASDAQ Small
Capitalization Market or Bulletin Board Market), Novacorp, Red
Oak and Prinz shall each receive for their services shares
equal to 2% of the issued and outstanding shares of the
Company. Said shares shall be issued to or at the direction of
Novacorp, Red Oak and Prinz and shall be restricted shares
similar in nature to the existing shareholders unless
otherwise agreed to by all parties. This 2% fee is intended to
be full and complete compensation paid to each said Consultant
for all agreed upon services. Said compensation will not be
deemed to be earned until such time as the Company's common
stock begins trading on a recognized free trading market
(i.e., NASDAQ Small Capitalization Market or Bulletin Board
Market) and a market maker firm has been engaged that is a
member in good sanding of the NASD and which said market
marker is prepared to file the necessary documentation in its
own name, as is required under SEC rules. However, if the
Company is acquired by, or merged into another entity or has
substantially negotiated the terms of such a merger or
acquisition prior to the termination of this Agreement
pursuant to Section 9 below, then Novacorp,
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Red Oak and Prinz shall each receive 0.5% of the outstanding
capital stock of the Company prior to such acquisition or
merger.
(c) The Consultants agree that all shares issued will have
certain restrictions on trading unless otherwise agreed by all
parties that the stock should be utilized to help establish a
market for the stock. Except in the case of an acquisition or
merger as described in the last sentence of Section 4(b)
above, no stock or other securities will be issued unless
Company has received proper approval and an agreeable market
maker has accepted the role of promoting the organization.
(d) All shares of stock issued pursuant to this Agreement
shall have "piggyback" registration rights of any registration
the Company files with Securities & Exchange Commissions
registering share of the Company's common stock. Furthermore,
the Company agrees to file an S-8 Registration Statement as
soon as practical in order to register the shares issued
hereunder.
5. Expenses. The Company shall reimburse the Consultants for travel,
administrative and other expenses actually incurred by Consultants in
the course of performing their duties pursuant to this Agreement and
with prior approval of Company. Company shall, within 2 days of receipt
of properly substantiated and pre-approved expense reports, reimburse
Consultants in accordance with the Company's expense reimbursement
policies.
6. Tax. Consultants and Company each understand and acknowledge that the
consultation compensation and value of the benefits provided by this
Agreement may be taxable compensation and that the company will report
such compensation to the applicable taxing authorities on IRS form 1099
if required to do so.
7. Nature of Relationship. Consultants are independent contractors in
their relationship with the Company and are not entitled to any
benefits or privileges now or hereafter extended by Company or its
Affiliates to its employees; except those benefits specifically
provided by this Agreement.
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Consultants shall set their own work schedule, appointments and travel.
In addition, Consultants shall set their own place of work. Consultants
shall not represent themselves as officers or employees of Company or
any of its Affiliates and shall not make any commitments on behalf of
the Company or its Affiliates, and is authorized to do nothing which
will bind Company or its Affiliates unless specifically directed to do
so by the Company.
8. Indemnification. The Company shall defend, indemnify and hold
Consultants harmless from all liabilities and reasonable expenses
(including but not limited to attorney's fees), judgments, fines or
penalties which Consultants may incur that result from any claims,
actions, suits or proceedings which arise due to Consultant's
performance of his obligations under this Agreement, provided the
consultants have not acted with negligence or with willful misconduct.
The Consultants shall defend, indemnify and hold the Company harmless
from all liabilities and reasonable expenses (including but not limited
to attorneys' fees), judgments, fines or penalties which the company
may incur that result from any claims, actions, suits or proceedings
which arise due to the Company's performance of its obligations under
this Agreement, provided the Company has not acted with negligence or
with willful misconduct.
9. Termination. In the event that the Company has not filed a public
registration statement with the SEC for trading its common stock on the
NASDAQ Small Capitalization Market or Bulletin Board Market by December
31, 2001, this contract will terminate. Notwithstanding the foregoing,
this contract will not terminate until February 28, 2002 if the
Company's common stock is not trading on the NASDAQ Small
Capitalization Market or Bulletin Board Market by no fault of any of
the above-mentioned parties.
10. Governing Law. The validity, construction and enforceability of this
Agreement shall be governed by the internal laws, and not the laws of
conflicts of the Commonwealth of Virginia. It is agreed that the
Commonwealth of Virginia shall be proper venue for any dispute arising
herein, unless determined otherwise by a court of law.
11. Entire Agreement. This Agreement contains the entire agreement between
the parties. all prior discussions, compensation, understandings,
negotiations and agreements are merged herein. This Agreement may not
be orally changed or cancelled, but may only be changed or canceled by
an
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agreement to such effect in writing signed by the party against whom
enforcement of same is sought.
12. Notices. Any notices which concern this Agreement shall be in writing
and shall be delivered as follows (I) by telecopy, facsimile or actual
delivery of the notice into the hands of the party entitled to receive
it, in which case such notice shall be deemed given on the date of
delivery; (ii) by registered or certified mail, return receipt
requested, in which case such notice shall be deemed given three 93)
days following the date of its mailing; or (iii) by Federal Express (or
any other overnight carrier) in which case such notice shall be deemed
given on the day following the date it is deposited with such carrier.
All such notices shall be addressed as follows:
To the Company:
Xxxxx Xxxxxxxxx, President
Easy Money Holding Corporation
0000 Xxxxxxxxx Xxxx, Xxxxx 0
Xxxxxxxx Xxxxx, XX 00000
To the Consultants:
Xxxxx Xxxxxxxx
Novacorp, LLC
000 X. Xxxxx Xxxxxx
Xx. Xxxxxxx, XX 00000
Xxxx Xxxxx
Prinz and Associates, LLC
000 Xxxxxxxx Xxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000
Xxxxxxx Xxxxx
Red Oak Financial Corp.
000 Xxxxxxxx Xxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000
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IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and delivered as of the date first written above.
COMPANY:
EASY MONEY
By: /s/ Xxxxx Xxxxxxxxx, President
Consultants:
NOVACORP, LLC
By: /s/ Xxxxx Xxxxxxxx
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(Its duly authorized officer)
Xxxxx Xxxxxxxx
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(Printed name and title)
PRINZ AND ASSOCIATES, LLC
By: /s/ Xxxx Xxxxx
-------------------------------
(Its duly authorized officer)
Xxxx Xxxxx, Managing Member
-------------------------------
(Printed name and title)
RED OAK FINANCIAL CORP.
By: /s/ Xxxx Xxxxxxxx, Chief Financial Officer
------------------------------------------
(Its duly authorized officer)
Xxxx Xxxxxxxx
--------------------------------
(Printed name and title)
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