Sample Business Contracts

Advisory Agreement - BJM Consultants Inc. and YP.Net Inc.

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                               ADVISORY AGREEMENT

     THIS ADVISORY AGREEMENT (this Agreement') is made this 25th day of October,
1999 (the "Effective  Date"), by and between BJM CONSULTANTS,  INC.,  a  Florida
corporation ("Advisor") and YP.NET, INC., a Nevada corporation, with its offices
located at 484O East Jasmine Street, Suite 105, Mesa, AZ 85205 (the "Company").

     WHEREAS, Advisor and Advisors' Personnel (as defined below) have experience
in  evaluating  and  effecting  mergers  and  acquisitions,  advising  corporate
management,  and  in  performing general administrative duties for publicly-held
companies  and  development  stage  investment  ventures;  and

     WHEREAS,  the  Company  desires  to retain Advisor to advise and assist the
Company  in  its  development  on  the  terms  and  conditions  set forth below.

     NOW,  THEREFORE,  in  consideration  of  the mutual promises, covenants and
agreements  contained herein, and for other good and valuable consideration, the
receipt  and sufficiency  is hereby  acknowledged, the Company and Advisor agree
as  follows:

1.   Engagement.  The  Company  hereby retains Advisor, effective as or the late
     hereof (the "Effective Date") and continuing until termination, as provided
     herein , to assist the Company in its  effecting the purchase of businesses
     and assets  relative to its business  and growth  strategy,  resolution  of
     outstanding  debt and obligations of the Company,  the  introduction of the
     Company to brokers and dealers,  public relations firms and consultants and
     others that may assist the Company in its plans and future  development and
     to arrange for the purchase of  outstanding  warrants  issued by the Client
     (the "Services"). The Services are to be provided on a "best efforts" basis
     directly and through Advisor's  officers or others employed or retained and
     under the direction of Advisor ("Advisor's Personnel");  provided, however,
     that the Services  shall  expressly  exclude all legal  advise,  accounting
     services or other services which require  licenses or  certification  which
     Advisor may not have.

2.   Term. This Agreement shall have an initial term of (1) year (the "Primary
     Term").  commencing  with the  Effective  Date.  At the  conclusion  of the
     Primary Term this  Agreement  will  automatically  be extended on an annual
     basis (the  "Extension  Period")  unless Advisor or the Company shall serve
     written notice tot the other part: terminating the Agreement. Any notice to
     terminate  given  hereunder shall be in writing g and shall he delivered at
     least  thirty  (30)  days  prior  to the  end of the  Primary  Term  or any
     subsequent Extension Period.

3.   Time  and  Effort  of  Advisor.  Advisor  shall allocate time and Advisor's
     Personal as it deems  necessary  to provide the  Services.  The  particular
     amount  of time  may  vary  front  day to day or week to  week.  Except  as
     otherwise agreed, Advisor's  monthly  statement  identifying,  in  general,

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     tasks  performed  for  the  Company  shall  be conclusive evidence that the
     Services  have  been  performed.  Additionally,  in the  absence of willful
     misfeasance,  bad  faith,  negligence   or  reckless   disregard   for  the
     obligations  or  duties  herein  under  by  Advisor,  neither  Advisor  nor
     Advisor's  Personnel  shall  be  liable  to  the  Company  or  any  of  its
     shareholders  for any act or  omission in the course of or  connected  with
     rendering  the  Services,  including  but not limited to losses that may be
     sustained in any corporate act in any subsequent  Business  Opportunity (as
     defined herein) undertaken by the Company as a result of advice provided by
     Advisor or Advisor's Personnel.

4.   Compensation.  The  Company  agrees  to  pay Advisor an initial fee for the
     signing of this  Agreement  by way of the  delivery  by the Company of Five
     Hundred Thousand (500,000) shares of the Company's  restricted common stock
     to the Advisor on or before  January 15, 2000 at  Company's  option.  It is
     understood  that this initial fee is earned upon  signing  this  Agreement.
     Additionally,  the Company  shall pay  Advisor a monthly of  Five  Thousand
     Dollars ($5,000) due and payable on the first business day of each month of
     the  Term.  Company's  responsibility  for payment of Advisory  Fee  is not
     contingent on the implementation of Advisor's  recommendations.  Consulting
     in these  matter  frequently  take courses  that cannot be  predicted,  and
     Advisor can give no guarantee concerning the outcome.

5.   Costs  and  Expenses.  All third party  and out-of-pocket expenses incurred
     by Advisor in the performance of the Services shall be paid by the Company,
     or Advisor shall be reimbursed if paid by Advisor on behalf of the Company,
     within ten (10) days of receipt of written notice by  Consultant,  provided
     that the  Company  must  approve in advance all such  expenses in excess of
     $500 per month with the  exception of travel expenses to and from Company's

6.   Place of Services.  The Services provided by Advisor or Advisor's Personnel
     hereunder  will  be  performed  at  Advisor's  offices  except as otherwise
     mutually agreed by Advisor and the Company.

7.   Independent  Contractor.  Advisor  and  Advisor's  Personnel will act as an
     independent  contractor  in  the  performance  of  its  duties  under  this
     Agreement.  Accordingly,  Advisor  will be  responsible  for payment of all
     federal,  state, and local taxes on compensation paid under this Agreement,
     including income and social security taxes, unemployment insurance, and any
     other taxes due relative to Advisor's  Personnel,  and any and all business
     license fees as may be  required.  This  Agreement  neither  expressly  nor
     impliedly  creates a relationship  of principal and agent,  or employee and
     employer, between Advisor's Personnel and the Company.  Neither Advisor nor
     Advisor's  Personnel are  authorized to enter into any agreements on behalf
     of the Company.  The Company expressly retains the right to approve, in its
     sole discretion,  each Asset Opportunity or Business Opportunity introduced
     by Advisor,  and to make all final  decisions  with  respect to effecting a
     transaction on any business Opportunity.

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8.   Rejected Asset Opportunity or Business Opportunity.  If, during the Primary
     Term of this Agreement or any Extension  Period,  the Company elects not to
     proceed  to  acquire,  participate  or invest in any  Business  Opportunity
     identified and/or selected by Advisor, notwithstanding the time and expense
     the Company may have incurred  reviewing  such  transaction,  such Business
     Opportunity  shall revert back to and become  proprietary  to Advisor,  and
     Advisor  shall be  entitled to  acquire or broker the sale or investment in
     such  rejected  Business  Opportunity  for its own account,  or submit such
     assets or Business Opportunity  elsewhere.  In such event, Advisor shall be
     entitled  to any and all profits or fees resulting from advisor's purchase,
     referral  or  placement of any such rejected Business  Opportunity,  or the
     Company's subsequent  purchase  or financing with such Business Opportunity
     in circumvention of Advisor.

9.   No  Agency  Express  or  Implied.  This  Agreement  neither  expressly  nor
     impliedly creates a relationship of principal and agent between the Company
     and Advisor,  or employee and employer as between  Advisor's  Personnel and
     the Company.

10.  Termination.  The  Company  and Advisor  may terminate this Agreement prior
     to the  expiration of the Primary Term upon thirty (30) days written notice
     with  mutual  written  consent.  Failing to have  mutual  consent,  without
     prejudice  to any  other  remedy  to which  the  terminating  party  may be
     entitled,  if any,  either party may terminate  this  Agreement with thirty
     (30) days written notice under the following conditions:

      a.   By  the  Company.

          i.   If during the Primary  Term of this  Agreement  or any  Extension
               Period,  Advisor is unable to provide  the  Services as set forth
               herein  for  thirty (30)  consecutive  business  days  because of
               illness,  accident,  or other incapacity of Advisor's  Personnel;

          ii.  If Advisor willfully  breaches or neglects the duties required to
               be performed hereunder.

      b.   By  Advisor.

          i.   Non-payment of fees;

          ii.  Failure to provide forthright  information cooperation or support
               for Advisor's efforts;

          iii. Misrepresentation of, or failure or refusal to disclose facts;

          iv.  Failure or refusal to accept advice.

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          v.   If the  Company  ceases  business  or,  other  than in an Initial
               Merger,  sells a controlling interest to a third party, or agrees
               to a  consolidate  on or merger of  itself  with or into  another
               corporation,  or enters  into such a  transition  outside  of the
               scope  of this  Agreement, or sells substantial all of its assets
               to another corporation, entity or individual outside of the scope
               of this Agreement, or,

          vi.  If the Company  subsequent to the execution hereof has a receiver
               appointed  for its  business  or  assets,  or  otherwise  becomes
               insolvent or  unable to satisfy its  obligations  in the ordinary
               course of, including but not limited to the obligation to pay the
               Initial Fee, the Transaction Fee, or the Advisory Fee; or

          vii. If the Company  subsequent  to the execution  hereof  institutes,
               makes a general  assignment  for the  benefit of  creditors,  has
               instituted   against   it   any   bankruptcy   proceeding   for
               reorganization  for rearrangement of its financial affairs, files
               a  petition  in a  court  of  bankruptcy,  or  is  adjudicated  a
               bankrupt; or,

          viii.If any of the  disclosures  made herein or  subsequent  hereto by
               the Company to consultant are  determined to be materially  false
               or misleading.

In  the  event  Advisor  elects  to terminate without cause or this Agreement is
terminated  prior  to the expiration of the Primary Term or any Extension Period
by  mutual  written  agreement, or by the Company for the reasons set forth in a
lO(a)(i)  and  (ii)  above, the Company shall only be responsible to pay Advisor
for  unreimbursed  expenses,  Advisory Fee and Transaction Fee accrued up to and
including the effective date of termination.  If this Agreement is terminated by
the  Company  for  any  other  reason,  or  by  Advisor for reasons set forth in
lO(b)(i)  through  (viii)  above,  Advisor  shall be entitled to any outstanding
unpaid  portion  of  reimbursable  expenses,  Transaction  Fee,  if any, and the
balance  of  the  Advisory Fee for the remainder of the unexpired portion of the
applicable  term  (Primary  Term  or  Extension  Period)  of  the  Agreement.

11.  Indemnification.  Subject  to  the  provisions  herein  the  Company  and
     Advisor  agree to indemnify,  defend and hold each other  harmless from and
     against all demands, claims, actions, losses, damages,  liabilities,  costs
     and  expenses,  including  without  limitation,   interest,  penalties  and
     attorneys'  fees and  expenses  asserted  against or imposed or incurred by
     either  party by reason of or  resulting  from any action or a breach of an
     representation,  warranty,  covenant,  condition, or agreement of the other
     party to this Agreement.

12.  Remedies.  Advisor  and  the  Company acknowledge  that  in  the event of a
     breach of this Agreement by either party, money damages would be inadequate
     and  the  non-breaching  party  would  have  no  adequate  remedy  at  law.
     Accordingly,  in the  event of any  controversy  concerning  the  rights or
     obligations  under  this  Agreement,  such  rights  or  obligations   shall

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     be enforceable in a court of equity by a decree of specific perforce.  Such
     remedy,  however,  shall be  cumulative  and  nonexclusive  and shall be in
     addition to any other remedy to which the parties may be entitled.

13.  Miscellaneous.

     a.   Subsequent  Events.  Advisor and the Company  each agree to notify the
          other party if, subsequent to the date of this Agreement, either party
          incurs obligations which could  compromise its efforts and obligations
          under this Agreement.

     b    Amendment.  This  Agreement may be amended or modified at any time and
          in any manner only by an instrument in writing executed by the parties

     c.   Further  Actions  and  Assurances.  At any time and from time to time,
          each party  agrees,  at its or their  expense,  to take actions and to
          execute  and  deliver  documents  as may be  reasonably  necessary  to
          effectuate the purposes of this Agreement.

     d    Waiver.  Any failure of any party to this Agreement to comply with any
          of its obligations,  agreements, or conditions hereunder may be waived
          it writing by the party to whom such  compliance is owed.  The failure
          of any  party  to this  Agreement  to  enforce  at any time any of the
          provisions  of this  Agreement  shall in no way be  construed  to be a
          waiver of any such  provision  or a waiver of the right of such  party
          thereafter to enforce each and every such provision.  No waiver of any
          breach of or  noncompliance  with this Agreement shall be held to be a
          waiver of any other or subsequent breach or noncompliance.

     e.   Assignment.  Neither this  Agreement nor any right created by it shall
          be assignable by either party without the prior written consent of the

     f.   Notices.  Any notice or other  communication  required or permitted by
          this  Agreement  must be in writing and shall be deemed to be properly
          given when delivered in person to an officer of the other party,  when
          deposited in the United States mails for  transmittal  by certified or
          registered  mail,  postage prepaid,  or when  deposited  with a public
          telegraph   company  for   transmittal,  or  when  sent  by  facsimile
          transmission  charges  prepared,  provided that the  communication  if

          i.   In the case of the Company:

               YP.Net, Inc.
               4840 East Jasmine Street. Suite 105
               Mesa,  Arizona  85205
               Telephone:   (480) 654-9646
               Telefax:     (480) 654-9727

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               Attention:    William O'Neal, Sr. Vice President/Genera Counsel

          ii.  In  the  case  of  Advisor

               BJM  Consultants,  Inc.
               2283  S.  Lake  Reedy  Blvd.
               Frostproof, Florida  33843
               Telephone:   (941) 635-1872
               Telefax:     (941) 635-7601
               Attention:   George Minutaglio

or  to  such  other  person  or  address designated in writing by the Company or
Advisor  to  receive  notice.

     g    Headings.  The section and subsection headings in this  Agreement  are
          inserted  the  convenience  only and shall  not  affect in any way the
          meaning or interpretation of this Agreement.

     h.   Governing Law.  This Agreement was  negotiated and is being interacted
          for in  Arizona,  and  shall be  governed  by the laws of the State of
          Arizona, and  the  United  States  of  America,   notwithstanding  any
          conflict-of-law provision to the contrary.

     i.   Binding  Effect.  This  Agreement  shall be binding  upon the  parties
          hereto  and inure to the  benefit  of the  parties,  their  respective
          heirs, administrators, executors successors, and assigns.

     j.   Entire Agreement. This Agreement contains the entire agreement between
          the  parties  hereto  and  supersedes  any  and all prior  agreements,
          arrangements  or  understandings  between  the parties relating to the
          subject matter of this Agreement.  No oral understandings, statements,
          promises,  or  inducements  contrary  to  the terms  of this Agreement
          exist.  No  representations,  warranties,  covenants,  or  conditions,
          express  or implied, other than as set forth herein, have been made by
          any party.

     k.   Severability.   If  any  part  of  this  Agreement  is  deemed  to  be
          unenforceable  the balance of the Agreement shall remain in full force
          and effect.

     l.   Counterparts.  A facsimile,  telecopy,  or other  reproduction of this
          agreement may be executed  simultaneously in two or more counterparts,
          each of which shall be deemed an original,  but all of which  together
          shall  constitute one and the same instrument,  by one or more parties
          hereto and  such  executed  copy  may be  delivered  by  facsimile  or
          similar instantaneous electronic transmission device pursuant to which
          the signature  of  or  on  behalf of such party can be seen.  In  this
          event, such  execution and delivery shall be considered valid, binding
          and corrective for all purposes.  At the  request of any party hereto,

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          all parties agree to execute an original of this Agreement  as well as
          any facsimile, telecopy or other reproduction hereof.

     m.   Time is of the Essence.  Time is  of the essence of this Agreement and
          of each and every provision hereof.

     IN  WITNESS  WHEREOF, the  parties have executed this Agreement on the date

COMPANY:                                       ADVISOR:

YP.NET, INC., a Nevada corporation             BJM CONSULTANTS, INC., a Florida

By:  /s/  William D. O'Neal                    By:  /s/  George Minutaglio
   --------------------------------               ------------------------------
Name:   William D. O'Neal                      Name:   George Minutaglio
Title:  President                              Title:  Vice President

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