CONSULTING AGREEMENT
CONSULTING AGREEMENT dated as of March 31, 2000 between ADVANTAGE
TECHNOLOGIES, INC., a Nevada corporation, ("ADVV"), on the one hand, and M.
XXXXXXX XXXXXX ("Xxxxxx"), XXXXX X. XXXXXXXX ("Xxxxxxxx"), VI XXX ("Xxx"), and
XXXXX XXXXXX ("Starik", and, together with Cutler, Lebrecht, and Xxx, the
"Consultants"), on the other hand.
WHEREAS:
A. Consultants have agreed to render consulting services with regard to
the negotiation and completion of a stock exchange between ADVV and the majority
shareholder of Go Fathom Group, Inc., a Delaware corporation (the "Go Fathom
Shareholder").
B. In the event ADVV is able to complete the Stock Exchange with the Go
Fathom Shareholder, ADVV wishes to compensate Consultants for their consulting
services.
NOW THEREFORE, it is agreed:
1. Stock Compensation. ADVV shall pay and cause to be issued to the
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Consultants a consulting fee of $100,000 cash, plus 1,540,000 shares of common
stock of ADVV (the "Shares") immediately upon the execution of a stock exchange
agreement with the Go Fathom Shareholder. Such shares shall be subject to
registration by ADVV on Form S-8 within 5 days of ADVV closing on the stock
exchange agreement with the Go Fathom Shareholder. The Consultants agree to
prepare and file the S-8 Registration Statement at their sole expense, except
for the filing fee associated therewith, which shall be reimbursed by ADVV. The
parties agree that the value of the Shares is equal to 50% of the closing bid
price on the date of this Agreement. The Shares shall be issued as follows:
500,500 to Xxxxxx, 154,000 to Lebrecht, 115,500 to Xxx, and 770,000 to Starik.
2. Miscellaneous. This Agreement (i) shall be governed by the laws of
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the State of California; (ii) may be executed in counterparts each of which
shall constitute an original; (iii) shall be binding upon the successors,
representatives, agents, officers and directors of the parties; and (iv) may not
be modified or changed except in a writing signed by all parties.
This Consulting Agreement has been executed as of the date first above
written.
ADVANTAGE TECHNOLOGIES, INC.
/s/ Xxxxxx X. Xxxxxxx
____________________________________________________
By: Xxxxxx X. Xxxxxxx, President
CONSULTANTS
/s/ M. Xxxxxxx Xxxxxx
____________________________________________________
M. Xxxxxxx Xxxxxx
/s/ Xxxxx X. Xxxxxxxx
____________________________________________________
Xxxxx X. Xxxxxxxx
/s/ Vi Xxx
____________________________________________________
Vi Xxx
/s/ Xxxxx Xxxxxx
____________________________________________________
Xxxxx Xxxxxx
