CONSULTING SERVICES CONTRACT
This consulting services agreement ("Consulting Agreement") is made as of
this 16th day of April, 2001, by and between ADVANCED CEO SOLUTIONS, INC.
("ACSI"), a Florida corporation, and ROANOKE TECHNOLOGY CORP. (the "Company"), a
North Carolina Corporation with ASCI 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, ACSI 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 ACSI as a non-exclusive corporate
consultant; and
IT IS, THEREFORE agreed that:
1. Services. The Company shall retain ACSI 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,
corporate finance matters, merger and acquisition activity, and executive
compensation and employee benefit plans, assistance in the preparation and
organization of corporate and financial due diligence 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 specific industry and its competitors, assistance
with corresponding with the Company's accountants and auditors, and assistance
regarding financial forecasts and projections. ACSI shall agree 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 ACSI 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 ACSI.
2. Term. The term of this Consulting Agreement shall be for a period of one year
from the date hereof (the "Term").
3. Compensation. As compensation for entering into this Consulting Agreement and
for services rendered over the Term, ACSI shall have to option to purchase a
total of 2 million shares of free trading common stock in lots of 250,000 shares
for the bid price on the date of transfer minus 40%.
4. Arbitration. The parties hereby agree that any and all claims (except only
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 situs 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 unenforceability 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, Jr.
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AGREED AND ACCEPTED
ADVANCED CEO SOLUTIONS, INC.
By: /s/ Xxxxx Xxxxx
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