CONSULTING AGREEMENT
CONSULTING AGREEMENT dated as of July 16. 1999 between
XxxxxxXxxxxxx.xxx,Inc., a Nevada corporation, with a principal place of business
at 0000 000xx Xxxxxx XX. Kirkland, Washington, 98033 ("CBC"), and Portfolio
Investments Strategies Corp., with a principal place of business at 0 Xxxx
Xxxxxx, Xxxxx 0000. Xxxxxx, Xxx Xxxx 00000 ("PiSC").
WHEREAS:
A. CBC has done a private placement of its Senior Series A
Senior Subordinated Convertible Redeemable Debenture to ZZG Holdings L.L.C.
("PURCHASER") pursuant to a Securities Subscription Agreement of even date
between CBC and Purchaser ("AGREEMENT"); and
B. CBC wishes to compensate PiSC for rendering consulting
services in connection with the Agreement and the private placement of its
securities.
NOW THEREFORE, it is agreed:
1. COMPENSATION. CBC shall pay PiSC a consulting fee of
$117,000 ("Fee"), which Fee shall also cover expenses; as follows; $32,500 upon
the execution of the Agreement, $42,500 upon payment of the first Demand and
$42.500 upon payment of the second Demand ("FEE INSTALLMENTS"). PiSC shall be
paid such Fee, in cash, by the Purchaser who shall deduct the Fee Installments
from each of the Debenture payments made to CBC.
2. MISCELLANEOUS. This Agreement (i) shall be governed by the
laws of the State of Colorado; (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.
XXXXXXXXXXXXXX.XXX, INC.
By: /s/Xxxx X. Xxxxxxxxx
Xxxx X. Xxxxxxxxx
PORTFOLIO iNVESTMENT STRATEGIES CORP.
By:/s/ Not Legible
