EXHIBIT 23.3
CONSULTING AGREEMENT BY AND BETWEEN
GENESIS FINANCIAL GROUP, L.L.C AND PLANET RESOURCES, INC.
THIS AGREEMENT (the "Agreement") is entered into as of this 2nd day of
November, 1999, by and between Genesis Financial Group, L.L.C., a Delaware
limited liability company with principal offices at 0000 Xxxxxxxx, Xxxxx 000,
Xxxxxxx, Xxxxx 00000 (the "Consultant") and Planet Resources, Inc., a Delaware
corporation (formerly New Planet Resources, Inc, a wholly-owned subsidiary of
Internet Law Library, Inc. (formerly Planet Resources, Inc.)) with its principal
offices at 0000 Xxxxxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000 (collectively
hereinafter referred to as the "Corporation").
WHEREAS, the Consultant has developed expertise in providing strategic
business advice and consulting services; and
WHEREAS, the Corporation desires to engage the services of the Consultant
and the Consultant desires to provide services to the Corporation as set forth
below, upon the terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing and for such other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. ENGAGEMENT. Effective upon execution hereof, the Corporation hereby
engages the Consultant to render to it assistance in the preparation of certain
sections of the SB-2 Registration Statement for the Corporation (currently, a
wholly-owned subsidiary of Internet Law Library, Inc.) (formerly Planet
Resources, Inc.), as well as preparation of responses to comments on the initial
SB-2 Registration Statement for the Corporation received from the United
States Securities and Exchange Commission (the "SEC") in its letter to the
Corporation dated May 20, 1999. (the "Project"). This Agreement shall remain in
effect for a period of the earlier of six months from the date hereof or the
approval of said registration statement by the SEC (the "Term"). The Term
hereof may be extended or renewed upon the written agreement of the Corporation
and the Consultant prior to expiration of the Term hereof upon such terms as the
parties hereto may negotiate at the time of such extension or renewal.
2. SERVICES. For the Term of this Agreement, the Consultant shall render to
the Corporation management consulting advice in the areas of strategic
planning, business strategy, administration and such other related management
services as shall reasonably be requested by the board of directors of the
Corporation in connection with the Project. Notwithstanding the foregoing, yet
understanding that time is of the essence in the completion of the Project, the
Consultant shall not be required to devote more than twenty hours per week to
the performance of services hereunder.
3. COMPENSATION. In consideration for the performance of the services
described above, the Corporation shall pay to the Consultant, Five Thousand
Dollars ($5,000) in cash upon execution of this Agreement. In addition, within
five (5) business days from the date the SB-2 Registration Statement of the
Corporation is declared effective by the SEC, the Corporation shall pay to the
Consultant an additional $5,000 in cash and issue to the Consultant (as the
Consultant designates) a warrant to purchase an aggregate of 50,000 shares of
common stock of the Corporation with an exercise price of $0.40 per share (the
"Warrant"). The purchase price of the Warrant shall be $10.00. The Warrant, in
the aggregate, will have an expiration date of five (5) years from the date
of execution of this Agreement.
4. OUT-OF-POCKET EXPENSES. The Corporation shall reimburse Consultant for
its travel and other out-of-pocket expenses incurred in connection with this
Agreement, and such reimbursement shall be in addition to any other fees payable
hereunder. The Consultant will submit to the Corporation for pre-approval
of all out-of-pocket expenses greater than $500. Out-of-pocket expenses less
than $500 will not require pre-approval by the Corporation. All invoices shall
be paid in cash and are due and payable upon receipt of monthly invoices from
Consultant
5. WARRANT. The Warrant outlined in paragraph 3 hereof shall provide for
cashless exercise and shall be exercisable as to all or any portion thereof from
time to time on any Business Day for a period of seven years. The
Corporation shall include in the registration statement, which is being prepared
pursuant to this Agreement, 50,000 shares of common stock to be registered to
cover the sale of the shares of common stock issuable upon exercise of the
Warrant. The Warrant shall be purchasable by the Consultant, its affiliates, or
its designees in amounts yet to be determined. The Warrant, as to all or any
part of the number of shares of common stock issuable under the terms of the
Warrant, and all options and rights under the Warrant, shall be transferable.
In the event that the registration statement contemplated hereby is not declared
effective, then on any date subsequent hereto in which the Corporation proposes
to file a registration statement relating to any of its securities under the
Securities Act in connection with the public offering of such securities, the
Corporation shall promptly give the Consultant written notice of such
registration (the "Piggy-Back Notice"), and the Consultant shall be afforded the
right to include the shares of common stock issuable upon exercise of the
Warrant in such registration statement.
6. CONFIDENTIAL INFORMATION. By reason of performance under this Agreement,
the Consultant may have access to and may obtain specialized knowledge,
trade secrets and confidential information about the business and operation of
the Corporation, its subsidiaries and divisions thereof. Therefore, the
Consultant hereby agrees that he shall keep secret and retain in confidence and
shall not use, disclose to others, or publish, other than in connection with the
performance of services hereunder and in accordance herewith, any information
relating to the business, operation or other affairs of the Corporation, its
subsidiaries and divisions thereof, which information is acquired in the course
of providing services for the Corporation. To the extent that any of such
information may be deemed from time to time to be "material non-public
information" as construed under the Exchange Act of 1934, the Consultant hereby
agrees not to purchase or sell (or offer to purchase or sell) any of the
Corporation's securities while in possession of information which may be so
deemed to be "material non-public information" prior to termination of this
engagement without prior approval of legal counsel. Notwithstanding the
foregoing, the Corporation is entitled to sell the shares of common stock of the
Corporation resulting from the exercise of the Warrant as outlined in paragraph
3 hereof.
7. INDEMNIFICATION. The Consultant and the Corporation hereby agree as
follows:
(a) the Corporation will indemnify and hold harmless the Consultant against
and in respect of all damages, claims, losses and expenses (including, without
limitation, attorneys' fees and disbursements) reasonably incurred (all such
amounts may hereinafter be referred to as the "Damages") by the Consultant
arising out of: (i) any misrepresentation or breach of any warranty made by the
Corporation pursuant to the provisions of this Agreement or in any statement,
certificate or other document furnished by the Corporation pursuant to this
Agreement, and (ii) the nonperformance or breach of any covenant, agreement or
obligation of the Corporation contained in this Agreement which has not been
waived by the Consultant;
(b) the Corporation will be obligated to indemnify and hold harmless the
Consultant with respect to claims for Damages as to which the Consultant shall
have given written notice to the Corporation on or before the close of business
on the sixtieth day following the expiration of the Term hereof;
(c) in any case where the Corporation has indemnified the Consultant for any
Damages and the Consultant recovers from third parties all or any part of the
amount so indemnified by the Corporation, the Consultant shall promptly pay over
to the Corporation the amount so recovered;
(d) with respect to claims or demands by third parties, whenever the
Consultant shall have received notice that such a claim or demand has been
asserted or threatened which, if valid, would be subject to indemnification
hereunder, the Consultant shall as soon as reasonably possible and in any event
within thirty (30) days of receipt of such notice, notify the Corporation of
such claim or demand and of all relevant facts within its knowledge which relate
thereto. The Corporation shall then have the right at its own expense to
undertake the defense of any such claims or demands utilizing counsel selected
by the Corporation and approved by the Consultant, which approval shall not be
unreasonably withheld. In the event that the Corporation should fail to give
notice of the intention to undertake the defense of any such claim or demand
within thirty (30) days after receiving notice that it has been asserted or
threatened, the Consultant shall have the right to satisfy and discharge the
same by payment, compromise or otherwise and shall give written notice of any
such payment, compromise or settlement to the Corporation;
(e) the Consultant will indemnify and hold harmless the Corporation against
and in respect of all Damages reasonably incurred by the Corporation arising out
of: (i) any misrepresentation or breach of any warranty made by the Consultant
pursuant to the provisions of this Agreement, and (ii) the nonperformance or
breach of any covenant, agreement or obligation of the Consultant which has not
been waived by the Corporation;
(f) the Consultant will be obligated to indemnify the Corporation for
Damages as to which the Corporation shall have given written notice to the
Consultant on or before the close of business on the sixtieth day following the
second anniversary hereof;
(g) in any case where the Consultant has indemnified the Corporation for any
Damages and the Corporation recovers from third parties all or any part of the
amount so indemnified by the Consultant, the Corporation shall promptly pay over
to the Consultant the amount so recovered; and
(h) with respect to claims or demands by third parties, whenever the
Corporation shall have received notice that such a claim or demand has been
asserted or threatened, which, if valid, would be subject to indemnification
hereunder, the Corporation shall as soon as reasonably possible and in any event
within thirty (30) days of receipt of such notice, notify the Consultant of such
claim or demand and of all relevant facts within its knowledge which relate
thereto. The Consultant shall have the right at its expense to undertake the
defense of any such claim or demand utilizing counsel selected by the Consultant
and approved by the Corporation, which approval shall not be unreasonably
withheld. In the event that the Consultant should fail to give notice of its
intention to undertake the defense of any such claim or demand within thirty
(30) days after receiving notice that it has been asserted or threatened, the
Corporation shall have the right to satisfy and discharge the same by payment,
compromise or otherwise and shall give written notice of any such payment,
compromise or settlement to the Consultant.
8. APPLICABLE LAW. This Agreement shall be construed and enforced in
accordance with the laws of the State of Delaware without regard to the
principles of conflicts of laws thereof and shall inure to the benefit of and be
binding upon the Consultant and the Corporation and their respective legal
successors and assigns.
9. ARBITRATION. The Corporation represents, warrants, covenants and agrees
that any controversy or claim brought in any capacity by the Corporation against
the Consultant or any members, officers, directors, agents, affiliates,
associates, employees or controlling persons of the Consultant shall be settled
by expedited arbitration under the Federal Arbitration Act in accordance with
the commercial arbitration rules of the American Arbitration Association ("AAA")
and judgment upon the award rendered by the arbitrators may be entered in any
court having jurisdiction thereof. Any controversy or claim brought by the
Consultant against the Corporation or its securityholders, officers, directors,
agents, affiliates, associates, employees or controlling persons shall be
settled by arbitration under the Federal Arbitration Act in accordance with the
commercial arbitration rules of the AAA and judgment rendered by the arbitrators
may be entered in any court having jurisdiction thereof. In arbitration
proceedings under this section, the parties shall be entitled to any and all
remedies that would be available in the absence of this section and the
arbitrators, in rendering their decision, shall follow the substantive laws of
the State of Delaware. The arbitration of any dispute pursuant to this
paragraph shall be held in the State of Delaware.
Notwithstanding the foregoing, in order to preserve the status quo pending the
resolution by arbitration of a claim seeking relief of an injunctive or
equitable nature, any party, upon submitting a matter to arbitration as required
by this section, may simultaneously or thereafter seek a temporary restraining
order or preliminary injunction from a court of competent jurisdiction pending
the outcome of the arbitration. This section is intended to benefit the
members, managers, agents, affiliates, associates and employees of the
Consultant, each of whom shall be deemed to be a third party beneficiary of this
section, and each of whom may enforce this section to the full extent that the
Consultant could do so if a controversy or claim were brought against it.
10. NO CONTINUING WAIVER. The waiver by any party of any provision or
breach of this Agreement shall not operate as or be construed to be a waiver of
any other provision hereof or of any other breach of any provision hereof.
11. NOTICE. Any and all notices from either party to the other which may be
specified by, or otherwise deemed necessary or incident to this Agreement
shall, in the absence of hand delivery with return receipt requested, be deemed
duly given when mailed if the same shall be sent to the address of the party set
out on the first page of this Agreement by registered or certified mail, return
receipt requested, or express delivery (e.g., Federal Express).
12. SEVERABILITY OF PROVISIONS. The provisions of this Agreement shall be
considered severable in the event that any of such provisions are held by a
court of competent jurisdiction to be invalid, void or otherwise unenforceable.
Such invalid, void or otherwise unenforceable provisions shall be
automatically replaced by other provisions which are valid and enforceable and
which are as similar as possible in term and intent to those provisions deemed
to be invalid, void or otherwise unenforceable. Notwithstanding the foregoing,
the remaining provisions hereof shall remain enforceable to the fullest extent
permitted by law.
13. ASSIGNABILITY. This Agreement shall not be assignable without the prior
written consent of the non-assigning party or parties hereto and shall be
binding upon and inure to the benefit of any heirs, executors, legal
representatives or successors or permitted assigns of the parties hereto.
14. ENTIRE AGREEMENT; AMENDMENT. This Agreement contains the entire
agreement among the Corporation and the Consultant with respect to the subject
matter hereof. This Agreement may not be amended, changed, modified or
discharged, nor may any provision hereof be waived, except by an instrument in
writing executed by or on behalf of the party against whom enforcement of any
amendment, waiver, change, modification or discharge is sought. No course of
conduct or dealing shall be construed to modify, amend or otherwise affect any
of the provisions hereof.
15. HEADINGS. The paragraph headings contained in this Agreement are for
reference purposes only and shall not in any way affect the meaning or
interpretation of the provisions of this Agreement.
16. SURVIVAL. Sections 3, 4, 5, 6, 7, 8, 9, 10 and 12 of this Agreement
shall survive the termination of this Agreement for any reason (whether such
termination is by the Corporation, upon the expiration of this Agreement, by its
terms or otherwise).
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
and delivered by their duly authorized officers as set forth below and have
caused their respective corporate seals to be hereunder affixed as of the date
first above written.
GENESIS FINANCIAL GROUP, L.L.C.
By:---------------------------------
Managing Member
PLANET RESOURCES, INC.
By:---------------------------------
Its:---------------------------------
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