Exhibit "A"
ADVISORY AGREEMENT
THIS ADVISORY AGREEMENT ( the "Agreement") is made this 17th day of
November 1999, by and between Xxxxxx Consulting Group, Inc., a Nevada
corporation ("Advisor") and Xxxxxx Xxxxxxxx, Xxxxx Xxxxxxxx, Xxxxx Xxxxxx and
Xxxxxx Xxxxxx, the shareholders of The Professional Wrestling Alliance a Nevada
corporation with its offices located in Van Nuys, California (the shareholders
are hereinafter jointly referred to as "PWA").
WHEREAS, Advisor and Advisors's Personnel (as defined below) have
experience in evaluating and effecting mergers and acquisitions, advising
corporate management, and in performing general administrative duties for
publicly-held companies and development stage investment ventures; and
WHEREAS, PWA desires to retain Advisor to advise and assist PWA in
their development of The Professional Wrestling Alliance on the terms and
conditions set forth below.
NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, PWA and Advisor agree
as follows:
1. Engagement
PWA hereby retains Advisor, effective as of the date hereof ( the
"Effective Date") and continuing until termination, as provided herein,
to assist PWA in effecting the purchase of businesses and assets
relative to their business and growth strategy, general business and
financial issues consulting, the introduction of PWA to public
relations firms and consultants and others that may assist PWA in their
plans and future (the "Services"). The Services are to be provided on a
"best efforts" basis directly and through Advisor's officers or others
employed or retained and under the direction of Advisor ("Advisor's
Personnel"); provided, however, that the Services shall expressly
exclude all legal advice, accounting services or other services which
require licenses or certification which Advisor may not have.
2. Term
This Agreement shall have an initial term of six (6) months (the
"Primary Term"), commencing with the Effective Date. At the conclusion
of the Primary Term this Agreement will automatically be extended for
the same term ( the "Extension Period") unless Advisor or PWA shall
serve written notice on the other party terminating the Agreement. Any
notice to terminate given hereunder shall be in writing and shall be
delivered at least thirty (30) days prior to the end of the Primary
Term or any subsequent Extension Period.
3. Time and Effort of Advisor
Advisor shall allocate time and Advisors Personnel as it deems
necessary to provide the Services. The particular amount of time may
vary from day to day or week to week. Except as otherwise agreed,
Advisor's monthly statement identifying, in general, tasks performed
for PWA shall be conclusive evidence that the Services have
been performed.
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Additionally, in the absence of willful misfeasance, bad faith,
negligence or reckless disregard for the obligations or duties
hereunder by Advisor, neither Advisor nor Advisor's Personnel shall be
liable to PWA or any of its shareholders for any act or omission in the
course of or connected with rendering the Services, including but not
limited to losses that may be sustained in any corporate act in any
subsequent Business Opportunity (as defined herein) undertaken by PWA
as a result of advice provided by Advisor or Advisors's Personnel.
4. Compensation
PWA agrees to pay Advisor a fee for the Services ("Advisory Fee") by
way of the delivery by PWA of Four Hundred Thousand Dollars ($400,000)
payment of which shall be made in monthly payments of not less than
$25,000 per month, beginning thirty days after the execution hereof,
with any remaining balance due one year from the execution hereof, any
past due amounts shall bear interest at the rate of twelve percent
(12%) per annum until paid in full. Advisor shall be entitled to the
recovery of reasonable attorney's fees in the event legal action is
taken to recover any unpaid fees due under this Agreement. PWA further
agrees to secure or guaranty the payment of the Advisory Fee with up to
Fifty Million (50,000,000) shares of Jutland Enterprises Common Stock
in the event that an acquisition with Jutland is closed, by delivery of
certificates of Jutland common stock to Xxxxxx in the face amount of
Fifty Million (50,000,000) shares, such shares may be restricted
pursuant to Rule 144. The shares of each individual shall be sold on a
pro-rate basis equal to the number of shares they deposit with Advisor
in the event of a default in payment of the Advisory Fee. Upon full
payment to Advisor under the terms provided for herein, all shares
shall be returned to PWA as remain at that time.
5. Other Services
If, PWA enters into a merger or exchanges securities with, or purchases
the assets or enters into a joint venture with, or makes an investment
in Jutland Enterprises, Inc. a company introduced to PWA by Advisor ( a
"Business Opportunity"), PWA agrees to pay Advisor a fee equal to Five
Million (5,000,000) restricted shares of the common stock of Jutland,
which shall be payable immediately following the closing of such
transaction, the "Transaction Fee". Xxxxxx shall also be granted in the
event of such a transaction the exclusive right as promoter to live
events and productions of The Professional Wrestling Association in the
state of Utah.
6. Registration of Shares
Company agrees that any shares issued to satisfy a Transaction Fee may
be registered by the issuer with the Securities and Exchange Commission
under any subsequent applicable registration statement filed by the
issuer at PWA's discretion. Such issuance or reservation of shares
shall be in reliance on representations and warranties of Advisor set
forth herein.
7. Costs and Expenses
All third party and out-of-pocket expenses incurred by Advisor in the
performance of the Services or for the settlement of debts shall be
paid by PWA, or Advisor shall be reimbursed if paid by Advisor on
behalf of PWA, within ten (10) days of receipt of written notice by
Consultant, provided that PWA must approve in advance all such expenses
in excess of $500 per month.
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8. Place of Services
The Services provided by Advisor or Advisor's Personnel hereunder will
be performed at Advisor's offices except as otherwise mutually agreed
by Advisor and PWA.
9. Independent Contractor
Advisor and Advisor's Personnel will act as an independent contractor
in the performance of its duties under this Agreement. Accordingly,
Advisor will be responsible for payment of all federal, state, and
local taxes on compensation paid under this Agreement, including income
and social security taxes, unemployment insurance, and any other taxes
due relative to Advisor's Personnel, and any and all business license
fees as may be required. This Agreement neither expressly nor impliedly
creates a relationship of principal and agent, or employee and
employer, between Advisor's Personnel and PWA. Neither Advisor nor
Advisor's Personnel are authorized to enter into any agreements on
behalf of PWA. PWA expressly retains the right to approve, in their
sole discretion, each Asset Opportunity or Business Opportunity
introduced by Advisor, and to make all final decisions with respect to
effecting a transaction on any Business Opportunity.
10. Rejected Asset Opportunity or Business Opportunity
If, during the Primary Term of this Agreement or any Extension Period,
PWA elects not to proceed to acquire, participate or invest in any
Business Opportunity identified and/or selected by Advisor,
notwithstanding the time and expense PWA may have incurred reviewing
such transaction, such Business Opportunity shall revert back to and
become proprietary to Advisor, and Advisor shall be entitled to acquire
or broker the sale or investment in such rejected Business Opportunity
for its own account, or submit such assets or Business Opportunity
elsewhere. In such event, Advisor shall be entitled to any and all
profits or fees resulting from Advisor's purchase, referral or
placement of any such rejected Business Opportunity, or PWA's
subsequent purchase or financing with such Business Opportunity in
circumvention of Advisor
11. No Agency Express or Implied
This Agreement neither expressly nor impliedly creates a relationship
of principal and agent between PWA and Advisor, or employee and
employer as between Advisor's Personnel and PWA.
12. Termination
PWA and Advisor may terminate this Agreement prior to the expiration of
the Primary Term upon thirty (30) days written notice with mutual
written consent. Failing to have mutual consent, without prejudice to
any other remedy to which the terminating party may be entitled, if
any, either party may terminate this Agreement with thirty (30) days
written notice under the following conditions:
(A) By PWA.
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(i) If during the Primary Term of this Agreement or any
Extension Period, Advisor is unable to provide the Services
as set forth herein for thirty (30) consecutive business
days because of illness, accident, or other incapacity of
Advisor's Personnel; or,
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(ii) If Advisor willfully breaches or neglects the duties
required to be performed hereunder; or,
(iii)At PWA's option without cause upon 30 days written notice
to Advisor; or
(B) By Advisor.
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(i) If PWA breaches this Agreement or fails to make any payments
or provide information required hereunder; or,
(ii) If PWA subsequent to the execution hereof has a receiver
appointed for their business or assets, or otherwise becomes
insolvent or unable to timely satisfy their obligations in
the ordinary course of business, including but not limited
to the obligation to pay the Initial Fee, the Transaction
fee, or the Advisory Fee; or,
(iii)If any of the disclosures made herein or subsequent hereto
by PWA to Consultant are determined to be materially false
or misleading.
In the event Advisor elects to terminate without cause or this
Agreement is terminated prior to the expiration of the Primary Term or
any Extension Period by mutual written agreement, or by PWA for the
reasons set forth in A(i) and (ii) above, PWA shall only be responsible
to pay Advisor for unreimbursed expenses, Advisory Fee and Transaction
Fee accrued up to and including the effective date of termination. If
this Agreement is terminated by PWA for any other reason, or by Advisor
for reasons set forth in B(i) through (iii) above, Advisor shall be
entitled to any outstanding unpaid portion of reimbursable expenses,
Transaction Fee, if any, and for the remainder of the unexpired portion
of the applicable term (Primary Term or Extension Period) of the
Agreement.
13. Indemnification
Subject to the provisions herein, PWA and Advisor agree to indemnify,
defend and hold each other harmless from and against all demands,
claims, actions, losses, damages, liabilities, costs and expenses,
including without limitation, interest, penalties and attorneys' fees
and expenses asserted against or imposed or incurred by either party by
reason of or resulting from any action or a breach of any
representation, warranty, covenant, condition, or agreement of the
other party to this Agreement.
14. Remedies
Advisor and PWA acknowledge that in the event of a breach of this
Agreement by either party, money damages would be inadequate and the
non-breaching party would have no adequate remedy at law. Accordingly,
in the event of any controversy concerning the rights or obligations
under this Agreement, such rights or obligations shall be enforceable
in a court of equity by a decree of specific performance. Such remedy,
however, shall be cumulative and nonexclusive and shall be in addition
to any other remedy to which the parties may be entitled.
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15. Miscellaneous
(A) Subsequent Events. Advisor and PWA each agree to notify the
other party if, subsequent to the date of this Agreement,
either party incurs obligations which could compromise its
efforts and obligations under this Agreement.
(B) Amendment. This Agreement may be amended or modified at any
time and in any manner only by an instrument in writing
executed by the parties hereto.
(C) Further Actions and Assurances. At any time and from time to
time, each party agrees, at its or their expense, to take
actions and to execute and deliver documents as may be
reasonably necessary to effectuate the purposes of this
Agreement.
(D) Waiver. Any failure of any party to this Agreement to comply
with any of its obligations, agreements, or conditions
hereunder may be waived in writing by the party to whom such
compliance is owed. The failure of any party to this Agreement
to enforce at any time any of the provisions of this Agreement
shall in no way be construed to be a waiver of any such
provision or a waiver of the right of such party thereafter to
enforce each and every such provision. No waiver of any breach
of or noncompliance with this Agreement shall be held to be a
waiver of any other or subsequent breach or noncompliance.
(E) Assignment. Neither this Agreement nor any right created by it
shall be assignable by either party without the prior written
consent of the other.
(F) Notices. Any notice or other communication required or
permitted by this Agreement must be in writing and shall be
deemed to be properly given when delivered in person to an
officer of the other party, when deposited in the United
States mails for transmittal by certified or registered mail,
postage prepaid, or when deposited with a public telegraph
company for transmittal, or when sent by facsimile
transmission charges prepared, provided that the communication
is addressed:
(i) In the case of PWA:
0000 Xxxxx Xxx
Xxx Xxxx, Xxxxxxxxxx 00000
Telephone: (000) 000-0000
Telefax: (000) 000-0000
Attention: Xxxxxx Xxxxxxxx
(ii) In the case of Advisor:
Xxxxxx Consulting Group, Inc.
000 Xxxx 000 Xxxxx
Xxxx Xxxx Xxxx, Xxxx 00000
Telephone: (000) 000-0000
Telefax: (000) 000-0000
Attention: Xxxxxxx X. Xxxxxx, President
or to such other person or address designated in writing by PWA or
Advisor to receive notice.
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(G) Headings. The section and subsection headings in this Agreement
are inserted for convenience only and shall not affect in any way
the meaning or interpretation of this Agreement.
(H) Governing Law. This Agreement was negotiated and is being
contracted for in Utah, and shall be governed by the laws of the
State of Utah, and the United States of America, not withstanding
any conflict-of-law provision to the contrary.
(I) Binding Effect. This Agreement shall be binding upon the parties
hereto, jointly and severally as to the individuals designated
herein as PWA, and inure to the benefit of the parties, their
respective heirs, administrators, executors, successors, and
assigns.
(J) Entire Agreement. This Agreement contains the entire agreement
between the parties hereto and supersedes any and all prior
agreements, arrangements, or understandings between the parties
relating to the subject matter of this Agreement. No oral
understan dings, statements, promises, or inducements contrary to
the terms of this Agreement exist. No representations,
warranties, covenants, or conditions, express or implied, other
than as set forth herein, have been made by any party.
(K) Severability. If any part of this Agreement is deemed to be
unenforceable the balance of the Agreement shall remain in full
force and effect.
(L) Counterparts. A facsimile, telecopy, or other reproduction of
this Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument,
by one or more parties hereto and such executed copy may be
delivered by facsimile or similar instantaneous electronic
transmission device pursuant to which the signature of or on
behalf of such party can be seen. In this event, such execution
and delivery shall be considered valid, binding and effective for
all purposes. At the request of any party hereto, all parties
agree to execute an original of this Agreement as well as any
facsimile, telecopy or other reproduction hereof.
(M) Time is of the Essence. Time is of the essence of this
Agreement and of each and every provision hereof.
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IN WITNESS WHEREOF, the parties have executed this Agreement on the
date above written.
"Advisor" "PWA" Jointly and Severally
Xxxxxx Consulting Group, Inc.
A Nevada Corporation /s/ Xxxxxx Xxxxxxxx
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Xxxxxx Xxxxxxxx
By: /s/ Xxxxxxx X. Xxxxxx /s/ Xxxxx Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxx Xxxxx Xxxxxxxx
Title: President
/s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx
/s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx
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