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EXHIBIT 10.1
[▇▇▇▇▇▇▇▇▇ - ▇▇▇▇ - INC. LETTERHEAD]
AGREEMENT TO ENGAGE ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, INC. ("MSI") AS BUSINESS CONSULTANTS
FOR WANDERLUST INTERACTIVE, INC. ("WANDERLUST")
On the basis of previous telephone conversations and meetings between
Wanderlust Interactive, Inc. ("Wanderlust") and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, Inc. ("MSI") as
well as other discussions, preliminary financial statements, initial reports
submitted by ▇▇▇▇▇▇▇▇▇▇, and the representations that Wanderlust has made to
MSI describing Wanderlust and its principals, the present and proposed business
activities of Wanderlust, its operations, financial condition and capital
structure, and various agreements and documents related thereto, MSI submits to
Wanderlust a proposal for the terms pursuant to which MSI would be willing to
consult to Wanderlust Interactive, Inc. in its efforts to seek additional
business/business relationships that will be of benefit to Wanderlust.
I. ENGAGEMENT
Wanderlust hereby engages and retains MSI as an exclusive Business
Consultant for and on behalf of Wanderlust to perform the Services (as
that term is hereinafter defined) and MSI hereby accepts such appointment
on the terms and subject to the conditions hereinafter set forth and
agrees to use its best efforts in providing such Services.
II. INDEPENDENT CONTRACTOR
MSI shall be, and in all respects be deemed to be, an independent
contractor in the performance of its duties hereunder, any law of any
jurisdiction to the contrary notwithstanding. MSI shall not, by reason of
this Agreement or the performance of the Services be or be deemed to be,
an employee, agent, partner, co-venturer or controlling person of
Wanderlust, and MSI shall have no power to enter into any agreement on
behalf of or otherwise bind Wanderlust. MSI shall not have or be deemed to
have, fiduciary obligations or duties to Wanderlust and shall be free to
pursue, conduct and carry on for its own account (or for the account of
others) such activities, employments, ventures, businesses and other
pursuits as MSI in its sole, absolute and unfettered discretion may elect.
III. SERVICES
MSI agrees to provide the following hereafter collectively referred to as
the "Services".
A. Assist Wanderlust in efforts to seek additional business/business
relationships that will be of benefit to Wanderlust.
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▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and/or any of its affiliates in its
negotiations with one or more individuals, firms or entities
(the "Candidate(s)") who may have an interest in providing
investment capital in the form of bridge financing, private
placement financing, media financing, or in pursuing a form of
Business Combination with Wanderlust. As used in this
Agreement, the term "Business Combination" shall be deemed to
mean any form of merger, acquisition, joint venture, licensing
agreement, product, sales and/or marketing, distribution,
combination and/or consolidation, etc. involving Wanderlust
and/or any of its affiliates and any other entity. As used
herein, the term "investment" shall include the contribution of
anything of value by a Candidate to Wanderlust, its
subsidiaries or affiliates. Wanderlust and MSI hereby confirm
their express written intent that MSI shall only be required to
devote such time to the performance of the Services as MSI
shall, in its discretion, deem necessary and proper to
discharge its responsibilities under this Agreement.
C. MSI will advise Wanderlust in seeking up to five hundred
thousand dollars ($500,000) in additional capital, in the form
of either debt or equity.
D. After Wanderlust has completed its initial round of financing,
MSI will advise Wanderlust in structuring and issuing an
additional three million to five million dollars ($3,000,000 -
$5,000,000) of corporate securities, in the form of either debt
or equity.
E. In conjunction with the Services, MSI agrees to:
1. make itself available to the officers of Wanderlust at
such mutually agreed upon place during normal business
hours for reasonable periods of time, subject to
reasonable advance notice and mutually convenient
scheduling, for the purpose of advising Wanderlust in
the preparation of such reports, summaries, corporate
and/or transaction profiles, due diligence packages
and/or other material and documentation
("Documentation") as shall be necessary, in the opinion
of MSI, to properly present Wanderlust to other
entities and individuals that could be of benefit to
Wanderlust.
2. make itself available for telephone conferences with
the principal financial sales and/or operating
officer(s) of Wanderlust during normal business hours.
3. advise Wanderlust's management in corporate finance,
structuring the nature, extent and other parameters of
any private or other offer(s) to be made to
Candidate(s).
4. advise ▇▇▇▇▇▇▇▇▇▇'s management in evaluating proposals
and participating in negotiations with Candidate(s).
5. advise Wanderlust regarding company operations,
staffing, strategy, and other issues related to
building shareholder value as Wanderlust may reasonably
request, consistent with the provisions of this
Agreement.
IV. EXPENSES
It is expressly agreed and understood that MSI's compensation as
provided in this Agreement does not include normal and reasonable
out-of-pocket expenses. The expenses described in this paragraph shall
be reimbursed by Wanderlust independent of any fees described in the
section below titled, "COMPENSATION".
A. "Normal and reasonable out-of-pocket expenses" shall include
but are not limited to: accounting, long distance
communication, express mail, outside consultants, travel
(including: airfare, hotel lodging and meals, transportation,
etc.), etc., and other costs involved in the execution of MSI's
Services under this Agreement.
B. It is also agreed that ▇▇▇▇▇▇▇▇▇▇ will pay all expenses
incurred in connection with the preparation and printing of any
Offering Memorandums, and any amendments thereto.
▇. ▇▇▇▇▇▇▇▇▇▇ also agrees to pay its own and MSI's legal expenses.
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D. MSI shall not incur any expense in excess of $1,000.00 without
Wanderlust's prior consent, which consent shall not unreasonably be
withheld.
▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ agrees to compensate MSI promptly upon receipt of an
expense invoice from MSI. Whenever feasible, MSI will request advance
payment of approved expenses. The reimbursement for expenses shall not
be subject to any maximum allocation, and shall be fully reimbursed.
V. COMPENSATION
In consideration for the Services, ▇▇▇▇▇▇▇▇▇▇ agrees that MSI shall be
entitled to compensation and other consideration mutually understood, but
not limited to the following:
A. MSI will receive a non-refundable retainer of twenty thousand dollars
($20,000). Payment shall be made as operating funds become available
but no later than the first break of escrow of the first funds to be
received by ▇▇▇▇▇▇▇▇▇▇ through any financing.
▇. ▇▇▇▇▇▇▇▇▇▇ agrees that it may be necessary to hire certain
professional individuals on a temporary or contract basis to execute
some of MSI's recommendations/advice and ▇▇▇▇▇▇▇▇▇▇ agrees that it may
be necessary to pay those individuals separately from this agreement
at agreed upon rates. The current market value of those services may
range from $1,500 to $2,500 per day depending on the expertise needed.
Payment shall be made as operating funds become available but no later
than the first break of escrow of the first funds to be received by
▇▇▇▇▇▇▇▇▇▇ through any financing.
C. MSI will also receive a fee of two hundred and fifty thousand
(250,000) shares of Wanderlust's common stock and five hundred
thousand (500,000) Warrants to purchase an additional five hundred
thousand (500,000) shares of common stock at $0.25 per share (the
Execution Price) [These shares and warrants shall be referred to
collectively as the "Engagement Stock"].
1. The Engagement Stock shall be deemed earned and shall be
restricted stock subject to Federal Securities Rule 144.
2. MSI shall have "Piggyback Registration Rights" to register the
Engagement Stock as part of any registration filing by the
Company and "Demand Registration Rights" commencing nine (9)
months from the date of the signing of this agreement which shall
entitle MSI to demand the immediate registration of the
Engagement Stock at the sole discretion of MSI.
3. The Board of Directors of Wanderlust shall authorize that the
Engagement Stock shall be issued upon the signing of this
agreement, and shall be delivered immediately to MSI's counsel,
▇▇▇▇ & ▇▇▇▇▇, LLP. However, in no event shall the Engagement
Stock be delivered later than seven (7) days from the date of the
signing of this agreement.
4. Should Wanderlust not complete a Bridge Loan financing (on terms
acceptable to Wanderlust) within sixty (60) days of the
completion of an Offering Memorandum approved by both MSI as well
as Wanderlust, then Wanderlust will have the right to cancel the
Warrants which comprise a portion of the Engagement Stock. The
need for Bridge Loan Financing is currently estimated at up to
five hundred thousand dollars ($500,000) in additional capital
but this figure is subject to change based on the company's
needs.
D. For market positioning, strategic planning, and other business
consulting work to be accomplished, a monthly fee of six thousand
dollars ($6,000), payable in advance on the first (1st) day of the
month, shall be paid by ▇▇▇▇▇▇▇▇▇▇ to MSI commencing upon the signing
of this Agreement. In this case, the first payment shall be made as
operating funds become available but no later than the first break of
escrow of the first funds to be received by Wanderlust through any
financing. All subsequent payments shall be made in advance on the
first (1st) day of the month.
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The monthly fees shall commence to accrue as of the signing of this
Agreement. Said monthly fee of six thousand dollars ($6,000) shall
continue for an additional twenty-four months (24), or shall end upon
proper termination of this Agreement according to the section below
titled, "TERM AND TERMINATION".
E. If, at any time during the term of this Agreement and for a period of
three years following the termination of this agreement, that
Wanderlust merges with, acquires assets or any other property, or
obtains any other financing from any of the entities, affiliations or
persons MSI, its employees or former employees, agents,
representatives advisors, or consultants introduces to Wanderlust,
Wanderlust will pay a finder's fee in cash equal to:
1. Four percent (4%) of the amount up to and including one million
dollars.
2. Three percent (3%) of the amount above one million dollars but
less than two million.
3. Two percent (2%) of the amount above two million dollars.
of the total gross proceeds of such transaction. If required by
applicable law, or at the election of MSI, the finder's fee will be
deemed to have been earned by and be paid to a placement agent
selected exclusively by MSI. Two entities are excluded from this
arrangement. ▇▇▇▇▇▇▇ ▇▇▇▇▇, Zytel and any affiliated companies; ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ and any affiliated companies.
▇. ▇▇▇▇▇▇▇▇▇▇ hereby irrevocably agrees not to circumvent, avoid, bypass,
or obviate, directly or indirectly, the intent of this Agreement, to
avoid payment of fees in any transaction with any corporation,
partnership or individual, introduced by MSI to Wanderlust, in
connection with any project, any loans or collateral, or other
transaction involving any products, transfers or services, or
addition, renewal extension, rollover, amendment, renegotiations, new
contracts, parallel contracts/agreements, or third party assignments
thereof.
G. Wanderlust shall keep MSI up to date and apprised of all business
market and legal developments related to the company and its
operations and management. Accordingly, Wanderlust shall provide MSI
with copies of all amendments, revisions and changes to its business
and marketing plans, bylaws, articles of incorporation private
placement memoranda, key contracts, employment and consulting
agreements and other operational agreements. Wanderlust shall promptly
notify MSI of the threat or filing of any suit, arbitration or
administrative action, injunction, lien, claim or complaint and
promptly forward a copy of all related documentation directly to MSI
or at MSI's option to MSI's counsel. Wanderlust shall promptly notify
MSI of all new contracts, agreements, joint ventures or filing with
any state, federal or local administrative agency, including without
limitation the SEC, NASD or any state agency, and shall provide all
related documents, including copies of the exact documents filed, to
MSI, including, without limitation, all annual reports, quarterly
reports and notices of change of events, and registration statements
filed with the SEC and any state agency, directly to MSI. Wanderlust
shall also provide directly to MSI current financial statements,
including balance sheets, check registers, check stubs, income
statements, cash flows and all other documents provided or generated
by Company in the normal course of its business and requested by MSI
from time to time. MSI shall keep all documents and information
confidential as described in the section below titled, "CONFIDENTIAL
DATA".
VI. REPRESENTATIONS, WARRANTIES AND COVENANTS
A. The execution, delivery and performance of this Agreement, in the time
and manner herein specified, will not conflict with, result in a
breach of, or constitute a default under any existing agreement,
indenture, or other instrument to which either Wanderlust or MSI is a
party or by which either entity may be bound or affected.
B. Both Wanderlust and MSI have full legal authority to enter into this
Agreement and to perform the same in the time and manner contemplated.
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C. This Agreement has been submitted to, ratified and approved by the
respective Board of Directors of Wanderlust and MSI and the
individuals whose signatures appear below are authorized to sign
this Agreement on behalf of their respective corporations.
▇. ▇▇▇▇▇▇▇▇▇▇ will cooperate with MSI, and will promptly provide MSI
with all pertinent materials and requested information in order for
MSI to perform its Services pursuant to this Agreement.
E. When issued, the Shares of Wanderlust's Common Stock shall be duly
and validly issued, fully paid and non-assessable.
▇. ▇▇▇▇▇▇▇▇▇▇ acknowledges and understands that MSI is neither a
broker/dealer nor a Registered Investment Advisor and Wanderlust
may be required to pay additional underwriting fees in connection
with any offerings, underwritings or financings to the appropriate
underwriter and/or funding entity in addition to any fees paid to
MSI.
▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ agrees to enter into an escrow agreement with an
escrow agent suitable to both MSI as well as Wanderlust (the
"Escrow Agent"), and agrees to abide by the terms of an escrow
agreement set forth by the Escrow Agent and MSI.
▇. ▇▇▇▇▇▇▇▇▇▇ also agrees to enter into such additional agreements,
sign such additional documents and provide such additional
certifications and documentation as may be requested by MSI, the
Escrow Agent, the Placement Agent, or such other parties related to
the obtaining of capital for Wanderlust.
I. Until termination of the engagement, Wanderlust will notify MSI
promptly of the occurrence of any event, which might materially
affect the condition (financial or otherwise), or prospects of
Wanderlust.
▇. ▇▇▇▇▇▇▇▇▇▇ and its President & CEO hereby agree that MSI and
▇▇▇▇▇▇▇▇▇▇ shall mutually agree upon a Public/Investor Relations
Firm which shall perform; an analysis of Wanderlust's business and
industry, following with a comprehensive background report that
summarizes Wanderlust's corporate and financial profile that shall
be distributed to investment professionals and the press. Develop a
complete financial public relations program designed to enable
Wanderlust to establish all of its business objectives and broaden
recognition of Wanderlust in the financial community in the U.S.
and abroad; and establish a comprehensive mailing list for
Wanderlust, and maintain and update the list as necessary.
▇. ▇▇▇▇▇▇▇▇▇▇ also agrees to provide on a monthly basis, a summary of
current shareholders of Company stock, and at such time, as
Company's stock is listed and/or trading on a recognized stock
exchange, company shall deliver monthly Depository Trust
Corporation (DTC) shareholder summary sheets, or other such
information as requested by MSI to be delivered to MSI within seven
(7) days.
VII. TERM AND TERMINATION
A. In no event shall any termination be effective until the expiration
of not less than ninety (90) days after the signing of this
agreement.
B. This Agreement shall be effective upon its execution and shall
remain in effect for two (2) years from the date of the closing on
any private placement.
C. After ninety (90) days from the date hereof, Wanderlust shall have
the right to terminate MSI's engagement hereunder by furnishing MSI
with a thirty (30) day advance written notice of such termination.
Upon receipt of such written notice, this Agreement will then
terminate on the last
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day of the next full calendar month. Notice of termination must be
received before the end of the last day of the calendar month in
order to terminate the agreement on the last day of the next full
calendar month.
D. However, no termination of this Agreement by Wanderlust shall in
any way affect the right of MSI to receive as a result of the
Services rendered hereunder:
1. reimbursement for billed, accrued and/or unbilled
disbursements and expenses which right the parties hereby
agree and consent is absolute
2. its fees, securities or Warrants on any transactions which
result in Wanderlust receiving benefits hereunder
3. the full amount of the fees or Warrants upon the closing of
a Business Combination between Wanderlust and any Candidate
4. MSI's monthly advisory fees through the date of
termination.
VIII. CONFIDENTIAL DATA
A. MSI shall not divulge to others any trade secret or confidential
information, knowledge, or data concerning or pertaining to the
business and affairs of ▇▇▇▇▇▇▇▇▇▇, obtained by MSI as a result of
its engagement hereunder, unless authorized, in writing by
▇▇▇▇▇▇▇▇▇▇.
▇. ▇▇▇▇▇▇▇▇▇▇ shall not divulge to others, any trade secret or
confidential information, knowledge, or data concerning or
pertaining to the business and affairs of MSI, obtained by
▇▇▇▇▇▇▇▇▇▇ as a result of its engagement hereunder, unless
authorized, in writing by MSI.
C. MSI shall not be required in the performance of its duties to
divulge to Wanderlust or any officer, director, agent or employee
of Wanderlust, any secret or confidential information, knowledge,
or data concerning any other person, firm or entity (including,
but not limited to, any such persons, firm or entity which may be
a competitor or potential competitor of Wanderlust) which MSI may
have or be able to obtain otherwise than as a result of the
relationship established by this Agreement.
IX. COOPERATION WITH REGISTRATION OF SECURITIES
Upon request by MSI, Wanderlust will cooperate with, approve, cause its
counsel to execute and delivery opinions and execute as necessary, and in
a timely manner, any Registration Statements and documents customarily
utilized in connection therewith (including any and all amendments
thereto including post-effective amendments), standby or other
underwriting or selling agreements, instructions to its transfer agent,
sales or transfer documentation reasonably requested by MSI that shall be
necessary or required to implement MSI's or its assignees or investor's
sale, transfer, pledge or hypothecation of the shares under the 33 Act,
the securities or "blue sky" laws of the various states or the rules of
any other governmental or governing body have jurisdiction thereover.
X. OTHER MATERIAL TERMS AND CONDITIONS
A. BOARD MEMBERS. Wanderlust and its President & CEO hereby agree
that through 1998 MSI shall be entitled to appoint one (1) member
of the Board of Directors of Wanderlust and Wanderlust and its
President & CEO will exercise their best efforts to sponsor such
an appointment, which shall include casting all necessary votes in
their control for such appointment. Any such nomination and
appointment shall be independent of, and not in any way affected
by MSI's advisory role as otherwise provided herein.
B. INDEMNITY. Because MSI will be acting on ▇▇▇▇▇▇▇▇▇▇'s behalf, it
is MSI's practice to receive indemnification. A copy of MSI's
standard indemnification provisions (the "Indemnification
Provisions") is attached to this Agreement as Exhibit A and is
incorporated herein and made a
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part hereof. Wanderlust hereby indemnifies MSI according with the
provisions attached as Exhibit A.
C. PROVISIONS. Neither termination nor completion of the assignment
shall affect the provisions of this Agreement, and the
Indemnification Provisions, which are incorporated herein, which
shall remain operative and in full force and effect.
D. ADDITIONAL INSTRUMENTS. Each of the parties shall from time to
time, at the request of others, execute, acknowledge and deliver
to the other party any and all further instruments that may be
reasonably required to give full effect and force to the
provisions of this Agreement.
E. ENTIRE AGREEMENT. Each of the parties hereby covenants that this
Agreement is intended to and does contain and embody herein all of
the understandings and Agreements, both written and oral, of the
parties hereby with respect to the subject matter of this
Agreement, and that there exists no oral agreement or
understanding expressed or implied liability, whereby the
absolute, final and unconditional character and nature of this
Agreement shall be in any way invalidated, empowered or affected.
There are no representations, warranties or covenants other than
those set forth herein.
F. LAWS OF THE STATE OF CALIFORNIA. This Agreement shall be deemed to
be made in, governed by and interpreted under and construed in all
respects in accordance with the laws of the State of California,
irrespective of the country or place of domicile or residence of
either party. In the event of controversy arising out of the
interpretation, construction, performance or breach of this
Agreement, the parties hereby agree and consent to the
jurisdiction and venue of the District or County Court of San
Francisco County, California or the United States District Court
for the District of California, and further agree and consent that
personal service or process in any such action or proceeding
outside of the State of California and San Francisco County shall
be tantamount to service in person within San Francisco County,
California and shall confer personal jurisdiction and venue upon
either of said Courts.
G. ASSIGNMENTS. The benefits of the Agreement shall inure to the
respective successors and assigns of the parties hereto and of the
indemnified parties hereunder and their successors and assigns and
representatives, and the obligations and liabilities assumed in
this Agreement by the parties hereto shall be binding upon their
respective successors and assigns; provided that the rights and
obligations of Wanderlust under this Agreement may not be assigned
or delegated without the prior written consent of MSI, and any
such purported assignment shall be null and void. Notwithstanding
the foregoing, MSI may assign or delegate its obligations and
rights under this Agreement upon five (5) days written notice, to
other investment banking/business consulting firm of its choice in
its sole discretion with consent of Company, in Company's sole
discretion.
H. ORIGINALS. This Agreement may be executed in any number of
counterparts, each of which so executed shall be deemed an
original and constitute one and the same agreement. Facsimile
copies with signatures shall be given the same legal effect as an
original.
I. ADDRESSES OF PARTIES. Each party shall at all times keep the other
informed of its principal place of business if different from that
stated herein, and shall promptly notify the other of any change,
giving the address of the new place of business or residence.
J. NOTICES. All notices that are required to be or may be sent
pursuant to the provision of this Agreement shall be sent by
certified mail, return receipt requested, or by overnight package
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delivery service to each of the parties at the address appearing
herein, and shall count from the date of mailing or the validated
air bill.
K. MODIFICATION AND WAIVER. A modification or waiver of any of the
provisions of this Agreement shall be effective only if made in
writing and executed with the same formality as this Agreement.
The failure of any party to insist upon strict performance of any
of the provisions of this Agreement shall not be construed as a
waiver of any subsequent default of the same or similar nature or
of any other nature.
L. INJUNCTIVE RELIEF. solely by virtue of their respective execution
of this Agreement and in consideration for the mutual covenants of
each other, Wanderlust and MSI hereby agree, consent and
acknowledge that, in the event of the failure by Wanderlust to pay
the consideration to MSI or in the event of a breach of any other
material term, MSI will be without adequate remedy-at-law and shall
therefore, be entitled to immediately redress any material breach
of this Agreement by temporary or permanent injunctive or mandatory
relief obtained in an action or proceeding instituted in the
District or County Court of San Francisco County, State of
California or the United States District Court for the District of
California, without the necessity of proving damages and without
prejudice to any other remedies which MSI may have at law or in
equity. For the purposes of this Agreement Wanderlust hereby agrees
and consents that upon a material breach of this Agreement as
aforesaid, in addition to any other legal and/or equitable remedies
MSI may present a conformed copy of this Agreement to the aforesaid
courts and shall thereby be able to obtain a permanent injunction
enforcing this Agreement or barring enjoining or otherwise
prohibiting Wanderlust from circumventing the express written
intent of the parties as enumerated in this Agreement.
M. ATTORNEY'S FEES. If any arbitration, litigation, action, suit, or
other proceeding is instituted to remedy, prevent or obtain relief
from a breach of this Agreement, in relation to a breach of this
Agreement or pertaining to a declaration of rights under this
Agreement, the prevailing party will recover all such party's
attorneys' fees incurred in each and every such action, suit or
other proceeding, including any and all appeals or petitions
therefrom. As used in this Agreement, attorney's fees will be
deemed to be the full and actual cost of any legal services
actually performed in connection with the matters involved,
including those related to any appeal or the enforcement of any
judgment calculated on the basis of the usual fee charged by
attorneys performing such services, and will be not limited to
"reasonable attorneys' fees" as defined in any statute or rule of
court.
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If you are in agreement with the foregoing, please execute and return one copy
of this letter to the undersigned. Thank you. We look forward to working with
you.
Very truly yours, APPROVED AND AGREED:
▇▇▇▇▇▇▇▇▇ ▇▇▇▇, INC. WANDERLUST INTERACTIVE, INC.
▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & Adrenaline Entertainment
Suite ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ /s/ ▇▇▇ ▇▇▇▇▇
----------------------------- --------------------------------------
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: ▇▇▇ ▇▇▇▇▇
Its President Its President
10/1/97 10/3/97
----------------------------- --------------------------------------
Date of execution Date of execution
Attachments: Exhibit A Indemnification Agreement:
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▇▇▇▇▇▇▇▇▇ ▇▇▇▇, INC.
▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
AMENDMENT A
TO
AGREEMENT TO ENGAGE
▇▇▇▇▇▇▇▇▇ ▇▇▇▇, INC. ("MSI") AS BUSINESS CONSULTANTS
FOR WANDERLUST INTERACTIVE, INC. ("WANDERLUST")
This agreement shall serve as Amendment A to the "Agreement to Engage ▇▇▇▇▇▇▇▇▇
▇▇▇▇, Inc. ("MSI") as Business consultants for Wanderlust Interactive, Inc.
("Wanderlust") [the "Agreement to Engage"] dated 10/1/97. This Amendment shall
be attached to the original "Agreement to Engage" as "Amendment A".
This Amendment A shall only amend Section V, Paragraphs C and D of the original
"Agreement to Engage". No other terms or conditions of the original "Agreement
to Engage" shall be altered or changed in any way as a result of this Amendment.
V. COMPENSATION
C. In addition to the Engagement Stock outlined in the "Agreement to
Engage", an additional three hundred and fifty thousand (350,000)
Warrants to purchase three hundred and fifty thousand (350,000)
common shares of Wanderlust at a price of sixty two and one half
cents ($0.625) per share shall be issued immediately upon the signing
of this Amendment A. Said Warrants shall be delivered immediately to
the offices of MSI's counsel, ▇▇▇▇ & ▇▇▇▇▇, LLP.
D. For market positioning, strategic planning and other business
consulting work to be accomplished, the current monthly fee of six
thousand dollars ($6,000) shall be changed to ten thousand dollars
($10,000) per month, commencing July 1, 1998. Effective on July 10,
1998, MSI shall also be entitled to a one-time payment of $12,000.
i) Said monthly fee of ten thousand dollars ($10,000) shall
continue as defined in the section of the original "Agreement to
Engage" titled, "TERM AND TERMINATION".
ii) At MSI's sole discretion, MSI may convert the fees due it to
equity securities at prevailing market price as of the day of
conversion.
(1) The resulting securities shall be restricted shares and MSI
shall have "Piggyback Registration Rights" to register the
shares as part of any registration filing by Wanderlust.
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If you are in agreement with the foregoing, please execute and return one copy
of this letter to the undersigned. Thank you. We are very pleased to continue
our relationship with you.
Very truly yours, APPROVED AND AGREED
▇▇▇▇▇▇▇▇▇ ▇▇▇▇, INC. WANDERLUST INTERACTIVE, INC.
▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ and Adrenalin Entertainment
Suite ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ /s/ ▇▇▇ ▇▇▇▇▇, III
------------------------- ---------------------------
By ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By ▇▇▇ ▇▇▇▇▇, III
Its President Its President
7/10/98 7/10/98
------------------------- ---------------------------
Date of execution Date of execution
Amendment - Wanderlust Interactive, Inc.
4/6/98
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