Exhibit 99.1
NON-EXCLUSIVE CONSULTING AGREEMENT
5-23-2001
Xx. Xxxxx Xxxxxxxx
Chief Executive Officer
World Homes, Inc.
0000 X. Xxxxxxxx
Xxx Xxxxx, XX 00000
Dear Xx. Xxxxxxxx:
This Financial Consulting Agreement (the "Agreement") is made and entered into
as of the 23rd day of May 2001, by and between World Homes, Inc., (the
"Company") and Hyperion Holdings, LLC. This letter agreement confirms the
engagement of Hyperion Holdings, LLC ("Hyperion" or "Consultant") as
consultant and financial advisor of the Company.
1. RETENTION. Subject to the terms and conditions of this Agreement, the
Company hereby engages Hyperion to act on behalf of the Company as financial
advisor and consultant during the authorization period as defined below.
2. Authorization Period. The term of this Agreement will be six months
commencing as of May 23rd, 20001. This Agreement may be cancelled upon thirty
(30) days written notice by either party.
3. FINANCIAL CONSULTING SERVICES. During the term hereof, Hyperion agrees to
provide financial consulting services to the Company in the form of: (i)
evaluating the Company's requirements for funding the growth and expansion of
the Company's operations; (ii) analyzing the impact of business decisions,
policies, and practices on the value of the Company's business and securities;
(iii) bringing to the attention of the Company possible business opportunities
and evaluating business opportunities generally, whether or not such
opportunities are originated by Hyperion or others. Hyperion agrees to devote
such time, attention, and energy as may be necessary to perform the services
hereunder. Nothing herein shall be construed, however, to require Hyperion to
provide a minimum number of hours of service to the Company or to limit the
right of Hyperion to perform similar services for the benefit of persons or
entities other than the Company.
4. REMUNERATION. For undertaking this engagement and for other good and
valuable consideration, the Company agrees to issue to the Consultant a
"Commencement Bonus" of 150,000 shares of the Company's Common Stock ("Common
Stock") to be delivered to Consultant within ten (10) business days of the
signing of this Agreement. This Commencement Bonus shall be issued to the
Consultant immediately following execution of this Agreement and shall, when
issued and delivered to Consultant, be fully paid and non-assessable. The
Shares shall be registered Under S-8. The Shares shall be transferable, with
Hyperion, at Hyperion's discretion. The Company understands and agrees that
Consultant has foregone significant opportunities to accept this engagement
and that the Company derives substantial benefit from the execution of this
Agreement and the ability to announce its relationship with Consultant. The
150,000 shares of Common Stock issued as a Commencement Bonus, therefore,
constitute payment for Consultant's agreement to consult to the Company and
are a nonrefundable, non-apportionable, and non-ratable retainer; such shares
of common stock are not a prepayment for future services. If the Company
decides to terminate this Agreement prior to November 23, 2001 for any reason
whatsoever, it is agreed and understood that Consultant will not be requested
or demanded by the Company to return any of the shares of Common Stock paid to
it as Commencement Bonus hereunder. Further, if and in the event the Company
is acquired in whole or in part, during the term of this agreement, it is
agreed and understood Consultant will not be requested or demanded by the
Company to return any of the common shares of Common stock paid to it
hereunder. It is further agreed that if at any time during the term of this
agreement, the Company or substantially all of the Company's assets are merged
with or acquired by another entity, or some other change occurs in the legal
entity that constitutes the Company, the Consultant shall retain and will not
be requested by the Company to return any of the 150,000 shares.
For performance under this agreement on a month-to-month basis, a Consultancy
Fee, payable in the form of $3,000 or 4,000 shares per month of the Company's
Common Stock at the company's option. Should the company opt to pay the
monthly fee in stock the Consultant shall have "piggy-back" registration
rights with respect to such stock. This Consultancy Fee shall be issued to
the Consultant on a monthly basis, the first month pro-rated according to the
number of days remaining in that month, and paid immediately following
execution of this Agreement; each following monthly payment payable in full on
the first day of the respective month. The monthly Consultancy Fee shall
continue to be paid monthly for the duration of this Consulting Agreement.
The Commencement Bonus shares issued pursuant to this agreement shall be
issued in the name of Hyperion Holdings, LLC.
With each transfer of shares of Common Stock to be issued pursuant to this
Agreement (collectively, the "Shares"), Company shall cause to be issued a
certificate representing the Common Stock. Company warrants that all Shares
issued to Consultant pursuant to this Agreement shall have been validly
issued, fully paid and non-assessable and that the Company's board of
directors shall have duly authorized the issuance and any transfer of them to
Consultant.
5. EXPENSE REIMBURSEMENT. In addition to the fees described in paragraph 4
above, the Company agrees to reimburse promptly Hyperion, upon request from
time to time, for all reasonable, out-of-pocket expenses incurred by Hyperion
(including fees and disbursements of counsel, the release of news stories
after approval by the company, and of other consultants and advisors retained
by Hyperion) in connection with the matters contemplated this Agreement.
6. INDEPENDENT CONTRACTOR. Hyperion and the Company hereby acknowledge that
Hyperion is an independent contractor. Hyperion shall not hold itself out as,
nor shall it take any action from which others might infer that it is a
partner or agent of, or joint venture with, the Company. In addition,
Hyperion shall take no action, which binds, or purports to bind, the Company.
7. LIABILITY OF HYPERION HOLDINGS. The Company acknowledges that all opinions
and advice, whether oral or written, given by Hyperion to the Company in
connection with this Agreement are intended solely for the benefit and use of
the Company in considering the transaction to which they relate, and the
Company agrees that no person or entity other than the Company shall be
entitled to make use of or rely upon the advice of Hyperion to be given
hereunder, and no such opinion or advice shall be used by the Company for any
other purpose or reproduced, disseminated, quoted or referred to by the
Company in communications with third parties at any time, in any manner or for
any purpose, nor may the Company make any public references to Hyperion or use
Hyperion's name in any annual report or any other report or release of the
Company without Hyperion's prior written consent, except that the Company may,
without Hyperion's further consent, disclose this Agreement (but not
information provided to the Company by Hyperion) in the company's filings with
the Securities and Exchange Commission, if such disclosure is required by law.
8. NOTICES. Except as otherwise specifically agreed, all notices and other
communications made under this Agreement shall be in writing and, when
delivered in person or by facsimile transmission, shall be deemed given on the
same day if delivered on a business day during normal business hours, or on
the first day of business day following delivery in person or by facsimile
outside normal business hours, or on the date indicated on the return receipt
if sent registered or certified mail, return receipt requested. All notices
sent hereunder shall be sent to the representatives of the party to be noticed
at the addresses indicated respectively below, or at such other addresses at
the parties to be noticed may from time to time by like notice hereafter
specify:
IF TO THE COMPANY:
Xxxxx Xxxxxxxx
Chief Executive Officer
World Homes, Inc.
0000 X. Xxxxxxxx
Xxx Xxxxx, XX 00000
IF TO HYPERION HOLDINGS, LLC:
Hyperion Holdings, LLC
0000 Xxxxxxxxx Xxxxx
Xxx. 00-000
Xxxxxxx, XX 00000
Attn: Xxxx X. Xxxxxxx, Xx.
9. ENTIRE AGREEMENT. This Agreement contains the entire agreement between the
parties. It may not be changed except by agreement in writing signed by the
party against whom enforcement of any waiver, change, discharge, or
modification is sought. Waiver of or failure to exercise any rights provided
by this Agreement in any respect shall not be deemed a waiver of any further
or future rights.
10. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The representations,
warranties, acknowledgments and agreements of Hyperion and the Company shall
survive the termination of this agreement.
11. GOVERNING LAW. The Agreement shall be construed according to the laws of
the State of Georgia and subject to the jurisdiction of the courts of said
state, without application of the principles of conflicts of laws.
12. SUCCESSORS. This Agreement shall be binding upon the parties, their
successors and assigns.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
World Homes, Inc.
By:
Name:
Title:
Hyperion Holdings, LLC
By:
Name: Xxxx X. Xxxxxxx, Xx.
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