CONSULTING SERVICES CONTRACT
This consulting services agreement ("Consulting Agreement") is made as of
this 4th day of April, 2002, by and between, XXXXXX XXXXX XXX XXXXXX ("NLVC"),
an individual and ROANOKE TECHNOLOGY CORP. (the "Company"), a North Carolina
Corporation with, NLVC and the Company collectively sometimes herein referred to
as the "Parties". The Parties hereto, for ten (10) dollars and other good and
valuable consideration the receipt and sufficiency of which is hereby
acknowledged, hereby agree as follows:
WHEREAS, the Company is a fully reporting company whose securities are
traded on the Over-the-Counter Bulletin Board under the ticker symbol "RNKE";
and
WHEREAS, NLVC is in the business of consulting with private and public
companies regarding issues of business development, management reorganization,
financial forecasts and projections, and merger and acquisition strategies; and
WHEREAS, the Company wishes to retain NLVC as non-exclusive corporate
consultant; and
IT IS, THEREFORE agreed that:
1. Services. The Company shall retain NLVC to provide general corporate
consulting services which may include, but not be limited to: assist with
the development and successful execution of the Company's strategic
business plans, merger and acquisition activity, and executive compensation
and employee benefit plans, assistance in the preparation and organization
of corporate material, assistance in the review and evaluation of potential
merger candidates, assistance in negotiating the terms of a merger or
reorganization, assistance in evaluating and analyzing the Company's
accountants and auditors, and assistance regarding financial forecasts and
projections. NLVC shall not directly or indirectly promote or maintain a
market for the Company's securities and the shares are not and will not be
provided in connection with a capital raising transaction for the Company.
NLVC agrees to make available qualified personnel for the foregoing
purposes and devote such business time and attention thereto as it shall
determine is required.
The Company understands that any and all suggestions, opinions or advice
given to the Company by NLVC are advisory only and the ultimate
responsibility, liability and decision regarding any action(s) taken or
decisions made lies solely with the Company and not with NLVC.
2. Term. The term of this Consulting Agreement shall be for a period of 6
months from the date hereof (the "Term").
3. Compensation. As compensation for entering into this consulting agreement
and for
services rendered over the Term, NLVC shall acquire a total of 1 million
shares of free trading common stock.
4. Arbitration. The parties hereby agree that any and all claims (except for
requests for injunctive or other equitable relief) whether existing now, in
the past or in the future as to which the parties or any affiliates may be
adverse parties, and whether arising out of this Consulting Agreement or
from any other cause, will be resolved by arbitration before the American
Arbitration Association within the State of Florida. The parties hereby
irrevocably consent to the jurisdiction of the American Arbitration
Association and the sites of the arbitration (and of any action for
injunctive or other equitable relief) within the state of Florida. Any
award in arbitration may be entered in any domestic or foreign court having
jurisdiction over the enforcement of such awards. The law applicable to the
arbitration and this Consulting Agreement shall be that of the State of
Florida, determined without regard to its provisions which would otherwise
apply to a question of conflict of laws.
5. Miscellaneous.
5.1 Assignment, This Agreement is not transferable or assignable.
5.2 Execution and Delivery of Agreement. Each of the parties shall be
entitled to rely on delivery by fax transmission of an executed copy
of this agreement by the other party, and acceptance of such fax
copies shall create a valid and binding agreement between the parties.
5.3 Titles. The titles of the sections and subsections of this agreement
are for the convenience of reference only and are not to be considered
in construing this agreement.
5.4 Severability. The invalidity or unforceability of any particular
provision of this agreement shall not affect or limit the validity or
enforceability of the remaining provisions of this agreement.
5.5 Entire Agreement. This agreement constitutes the entire agreement and
understanding between the parties with respect to the subject matters
herein and supersedes and replaces any prior agreements and
understandings, whether oral or written, between them with respect to
such matters.
5.6 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
the date first above written.
ROANOKE TECHNOLOGY CORP.
By: /s/ Xxxxx Xxxxx
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ACCEPTED AND AGREED TO BY:
/s/ Xxxxxx Xxxxx Xxx Xxxxxx
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XXXXXX XXXXX XXX XXXXXX
