EXHIBIT 10.1
CORPORATE DEVELOPMENT CONSULTING AGREEMENT
This Agreement made this 27th day of February, 2003, by and between
Xxxx X. Xxxxxxxx, whose address is 0 Xxxx Xxxxx, Xxxxxxxxx Xxxxxx, XX 00000,
hereinafter referred to as "DEMOLEAS" or "Consultant" and World Wide Video,
Inc., a Colorado corporation, its agents, successors or assigns, hereinafter
referred to as "WORLD WIDE VIDEO" or "Client", whose address is 000 Xxxx Xxxxx
Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000.
Whereas Consultant is in the business of providing corporate
development consulting services to businesses in an effort to assist companies
and whereas Client desires to retain Consultant for the following purposes:
To research, draft and develop a new business model, and a business and
product/image program.
For and in consideration of mutual benefits, detriments, and promises,
and the cross considerations hereinafter set forth, the adequacy of which is
hereby acknowledged, the parties hereto, DEMOLEAS and WORLD WIDE VIDEO,
collectively "THE PARTIES", hereby covenant and agree as follows:
1. Services
x. XXXXXXXX is hereby engaged by WORLD WIDE VIDEO to provide
corporate development consulting services for a three month
period from the date hereof.
2. Compensation
a. WORLD WIDE VIDEO hereby agrees to pay DEMOLEAS for the services
set forth in Paragraph 1, the following non-refundable retainer
items:
1. The issuance of 4,250,000 shares of S-8 free-trading common
stock (such stock shall be issued within three days after
the date hereof).
2. All shares when issued, must be issued to individuals
pursuant to the requirements of Form S-8. Demoleas will
provide an address and social security number for I.R.S.
Form 1099 filing.
b. WORLD WIDE VIDEO shall pay all out-of-pocket expenses related
to the services set forth in Paragraph 1 above, subject to
budget approval by WORLD WIDE VIDEO prior to incurring the
expense.
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3. Termination of Agreement
This Consulting Agreement may not be terminated by either party prior
to the expiration of the term provided herein above, except as follows:
a. Upon the bankruptcy or liquidation of the other party, whether
voluntary or involuntary;
b. Upon the other party taking the benefit of any insolvency law;
c. Upon the other party having or applying for a receiver
appointed for either party; and/or
d. Mutual consent of the parties.
4. Notices
All notices hereunder shall be in writing and addressed to the party at
the address herein set forth, or at such other address which notice pursuant to
this section may be given, and shall be given by either certified mail, express
mail or other overnight courier service. Notices shall be deemed given upon the
earlier of actual receipt or three (3) business days after being mailed or
delivered to such courier service. Any notices to be given hereunder shall be
effective if executed by and/or sent by the attorneys for THE PARTIES giving
such notice and, in connection therewith, THE PARTIES and their respective
counsel agree in giving such notice such counsel may communicate directly in
writing with such party to the extent necessary to give such notice.
5. Attorney Fees
In the event either party is in default of the terms or conditions of
this Consulting Agreement and legal action is initiated or suit be entered as a
result of such default, the prevailing party shall be entitled to recover all
costs incurred as a result of such default including reasonable attorneys fees,
expenses and court costs through trial, appeal and to final disposition.
6. Time is of the Essence
Time is hereby expressly made of the essence of this Consulting
Agreement with respect to the performance by THE PARTIES of their respective
obligations hereunder.
7. Inurement
This Consulting Agreement shall inure to the benefit of and be binding
upon THE PARTIES hereto and their respective heirs, executors, administrators,
personal representatives, successors, and assigns.
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8. Entire Agreement
This Consulting Agreement contains the entire agreement of THE PARTIES.
It is declared by THE PARTIES that there are no other oral or written agreements
or understanding between them affecting this Agreement. This Agreement
supercedes all previous agreements.
9. Amendments
This Agreement may be modified or amended provided such modifications
or amendments are mutually agreed upon by and between THE PARTIES hereto and
that said modifications or amendments are made only by an instrument in writing
signed by THE PARTIES.
10. Waivers
No waiver of any provision or condition of this Agreement shall be
valid unless executed in writing and signed by the party to be bound thereby,
and then only to the extent specified in such waiver. No waiver of any provision
or condition of this Agreement shall be construed as a waiver of any other
provision or condition of this Agreement, and no present waiver of any provision
or condition of this Agreement shall be construed as a future waiver of such
provision or condition.
11. Non-Waiver
The failure of either party, at any time, to require any such
performance by any other party shall not be construed as a waiver of such right
to require such performance, and shall in no way affect such party's right to
require such performance and shall in no way affect such party's right
subsequently to require a full performance hereunder.
12. Construction of Agreement
Each party and its counsel have participated fully in the review and
revision of this Agreement. Any rule of construction to the effect that
ambiguities are to be resolved against the drafting party shall not apply in the
interpretation of this Agreement.
13. Non-Circumvention Agreement
WORLD WIDE VIDEO agrees, represents and warrants hereby that it shall not
circumvent DEMOLEAS with respect to any banking or lending institution,
investment bank, trust, corporation, individual or investor introduced by
DEMOLEAS to WORLD WIDE VIDEO nor with respect to any transaction, merger,
acquisition or other business opportunity proposed by, assisted with or
otherwise promoted by DEMOLEAS for the benefit of WORLD WIDE VIDEO pursuant to
the terms with DEMOLEAS for the purpose of, without limitation, this Agreement
and for a period of three (3) years from the date of execution by THE PARTIES of
this Agreement.
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14. Applicable Law
THIS AGREEMENT IS EXECUTED PURSUANT TO AND SHALL BE INTERPRETED AND
GOVERNED FOR ALL PURPOSES BY THE LAWS OF THE STATE OF NEW JERSEY FOR WHICH THE
COURTS IN BERGEN COUNTY, NEW JERSEY SHALL HAVE JURISDICTION WITHOUT GIVING
EFFECT TO THE CHOICE OR LAWS OR CONFLICT OF LAWS RULES THEREOF OR OF ANY STATE.
15. Counterparts
This Agreement may be executed in a number of identical counterparts.
Each such counterpart is deemed an original for all purposes and all such
counterparts shall, collectively, constitute one agreement, but, in making proof
of this Agreement, it shall not be necessary to produce or account for more than
one counterpart.
16. Facsimile
A facsimile copy of this Agreement is acceptable.
17. Acceptance of Agreement.
Unless both parties have signed this Agreement within ten (10) business
days of the date listed above, this Agreement shall be deemed automatically
withdrawn and terminated.
IN WITNESS WHEREOF, THE PARTIES have set forth their hands and seal in
execution of this Consulting Agreement this 27th day of February, 2003, by and
between:
XXXX X. XXXXXXXX WORLD WIDE VIDEO, INC.
a Colorado corporation
By:/s/Xxxx X. Xxxxxxxx By:/s/Xxxx X. Xxxxx
Xxxx X. Xxxxxxxx Xxxx X. Xxxxx, President
Date: February 27, 2003 Date: February 27, 2003
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