OXFORD CAPITAL CORPORATION
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CONSULTING AGREEMENT
1. PARTIES
1.1 This Consulting Agreement (this "Agreement") is made and entered into
effective as of January 27, 2000, by and between XXXXXXXXXXXXXXX.XXX Inc.(the
"Company"), whose address is 150 - 0000 Xxxxxxx Xxxx Xxxx, Xxxxxxx Xxxx,
Xxxxxxxxxx, 00000, and Oxford Capital Corporation (the "Consultant"), whose
address is 0000 -00xx Xxxxxx XX, Xxxxxxx, Xxxxxxx X0X 0X0.
2. RECITALS
2.1 This Agreement is made with reference to the following facts and
circumstances:
(a) the Company wishes to engage the services of the Consultant to advise
and consult with the Company on certain business and financial matters as set
forth in this Agreement.
(b) the Consultant is willing to accept such engagement, on the terms set
forth in this Agreement.
2.2 In consideration of the premises, and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the Company and the
Consultant agree as follows.
3. ENGAGEMENT
3.1 The Company hereby engages the services of the Consultant, as an
independent contractor for a period of twelve months beginning on February 1st,
2000, and ending on January 31st, 2001 (the "Term"), and the Consultant hereby
accepts such engagement, for the purposes set forth in section 3.2. below.
3.2 The scope of the services to be rendered by the Consultant to the
Company are and are limited to the following:
(a) The Consultant shall, from time to time as the Company may request,
advise and consult with the Company's board of directors and executive officers
regarding (i) the Company's merger and acquisition strategies, including the
evaluation of targets and the structuring of transactions; (ii) the Company's
corporate financing activities, including debt and equity transactions; (iii)
the identification and evaluation of underwriters for the Company's securities'
offerings in the United States of America; (iv) the Company's business
development activities, including major geographic and service expansion plans;
and (v) the retainment of an E-Strategist in order to craft and validate an
appropriate business plan geared towards the financial community.
(b) The Consultant shall devote such time to this engagement as is
reasonably necessary, but the manager need not devote his full time or attention
to the engagement. The Company recognizes that the Consultant has numerous
clients and engagements, and that this engagement is not exclusive.
4. THE CONSULTANT'S FEES AND EXPENSES.
4.1 The Company shall pay the Consultant as a fee for its services
under this Agreement $10,000 cash per month (the "Consultant's Fee"), and
$10,000 in shares of the capital stock of the Company (the "Consultant's
Shares"), the price of the Consultant's Shares will be based upon the average
price of the previous thirty (30) days closing bids for the Companies shares as
traded on the OTC Bulletin Board or the NASDAQ National Market . The
Consultant's fee is payable on the last business day of each month during the
Term and the Consultant's Shares shall accure for the benefit of the Consultant
until the Consultant's Shares are registered pursuant to the registration
statement being prepared and filed for the Purchased Securities as they defined
in the Registration Rights Agreement dated February 2, 2000 being executed by
the Company and the Consultant simultaneously herewith. Upon registration of
the Consultant's Shares, the number of Consultant's Shares accrued and payable
shall be immediately released to the Consultant as payment for the services of
the Consultant.
4.2 The Company shall also pay the Consultant an advisory fee (the
"Advisory Fee") equal to 10% of the gross value of each financing transaction in
which the Consultant advises the Company. The Advisory Fee shall be payable in
shares of the Company and the Advisory Fee shall be fully earned upon the
execution of a binding agreement for the transaction to which it pertains, and
shall be paid upon the initial funding or closing date of the transaction,
whichever occurs first. The Company shall pay the Consultant an Advisory Fee
for each transaction in which the Consultant has advised or consulted with the
Company during the Term, notwithstanding the parties to such transaction do not
execute a binding agreement until after the end of the Term, or that the
transaction does not close or fund until after the end of the Term.
4.3 The Company shall also pay the Consultant a fee for consultation
and advisory services in regards to merger and acquisition transactions (the
"Acquisition Fee"). The Acquisition Fee shall be determined once an acquisition
target (the "Target") has been selected. The Acquisition Fee will be negotiated
between the Company and the Consultant with respect to the size, and
requirements of each Target. No contact shall take place between the Company
and the Target until the Acquisition Fee has been determined and finalized (the
"Acquisition Fee Agreement"). Each Acquisition Fee Agreement shall be added as
an addendum to this Agreement.
4.4 The Company shall reimburse the Consultant for all its reasonable
out-of-pocket expenses incurred in the performance of the Consultant's duties
under this agreement.
4.5 The issuance of the shares underlying the Advisory Fee, the
Consulting Fee and the Acquisition Fee shall be exempt from the registration
requirements of the US Securities Act of 1933, as amended (the "Securities Act")
pursuant to SEC Regulation S.
5. MISCELLANEOUS
5.1 Relationship. The relationship between the Company and the
Consultant created by this Agreement is that of independent contractors. The
Consultant is not, by virtue of this Agreement, and shall not for any purpose be
deemed to be hereunder, an officer, employee, agent or affiliate of the Company.
The services to be rendered by the Consultant pursuant to this Agreement do not
include the services or activities of an "investment adviser", as that term is
defined by U.S. federal or state laws and, in performing services under this
Agreement, the Consultant shall not be deemed to be an investment adviser under
such laws.
5.2 Board Member. The Company hereby represents that it is purchasing
Directors and Officers insurance (the "D & O Insurance") for the Company's Board
of Directors and that the insurance will be placed in the next 30 days.
Immediately upon the D & O Insurance being placed, the Company agrees to appoint
and elect a nominee of the Consultant to the Board of Directors of the Company.
Until such nominee is appointed, Xxxxxx Xxxxxxxxx, or his nominee, shall sit on
the advisory committee to the Company.
5.3 Indemnity. The Company hereby agrees to defend, indemnify, and
hold the Consultant harmless from and against any and all claims, damages,
judgements, penalties, costs, and expenses (including attorney fees and court
costs now or hereafter arising from the enforcement of this clause) arising
directly or indirectly from the activities of the Consultant under this
Agreement, or from the Activities of the Company or any of its shareholders,
officers, directors, employees, agents or affiliates, whether such claims are
asserted by any governmental agency or any other person. This indemnity shall
survive termination of this Agreement.
5.4 Governing Law. This Agreement and the Note shall be governed by,
and construed in accordance with, the laws of the Province of Alberta, Canada.
The courts of the Province of Alberta shall have exclusive jurisdiction for any
action arising out of or related to this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement, effective as of
the date first above written.
The Consultant: The Company:
OXFORD CAPITAL CORPORATION XXXXXXXXXXXXXXX.XXX INC.
By /s/ Xxxx Xxxxxxx By /s/ Xxxx Xxxxxx
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Name Xxxx Xxxxxxx Name Xxxx Xxxxxx
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Title Chief Financial Officer Title President
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Date signed February 17, 2000 Date signed February 7, 2000
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