Sample Business Contracts

Consulting Agreement - 1st Step Inc. and Erik Espera

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                              CONSULTING AGREEMENT

         This Consulting Agreement (this "Agreement") is made and entered into
as of April 28th, 2002, by and between 1st Step, Inc., a Delaware corporation
(hereinafter referred to as the "Company") and Erik Espera, a consultant
residing in the Los Angeles, California (hereinafter referred to as the


         WHEREAS, Consultant has certain experience and contacts pertaining to
video editing, production, and streaming of video content over Internet

         WHEREAS, the Company wishes to engage the services of the Consultant as
an advisor and technical resource to assist the Company in offering similar
services to its existing and prospective clients and,

         WHEREAS, the Company has agreed to provide Consultant with space within
its premises to operate from and a revenue share agreement according to the
conditions set forth herein.

         NOW, THEREFORE, in consideration of the mutual promises herein
contained, the parties hereto hereby agree as follows:


         Consultant shall act as an advisor in assisting Company in its
marketing and exploration of strategic alliances and business projects both on
an international basis and domestically (the "Consulting Services"). Consultant
hereby agrees to utilize its best efforts in performing the Consulting Services.


         This Agreement shall be in full force and effect commencing upon the
date hereof and concluding at the close of business on the same date in twelve
months ("termination date"). After the termination date, this Agreement shall
automatically renew on a month-to-month basis unless either party elects to
terminate that Agreement by giving notice in writing within 30 days of the
termination date. Either party hereto shall have the right to terminate this
Agreement without notice in the event of the death, bankruptcy, insolvency, or
assignment for the benefit of creditors of the other party. Consultant shall
have the right to terminate this Agreement if Company fails to comply with any
of the material terms of this Agreement, including without limitation its
responsibilities for fees as set forth in this Agreement, and such failure
continues un-remedied for a period of thirty (30) days after written notice to
the Company by Consultant. The Company shall have the right to terminate this
Agreement upon delivery to Consultant of notice setting forth with specificity
facts comprising a material breach of this Agreement by Consultant. Consultant
shall have thirty (30) days to remedy such breach.


         It is anticipated that the Consultant shall spend as much time as
deemed necessary by the Consultant in order to perform the obligations of
Consultant hereunder.


         The Consultant will perform most services in accordance with this
Agreement at Company's offices. In addition, the Consultant will perform
services on the telephone and at such other place(s) as necessary to perform
these services in accordance with this Agreement.


         a.       INITIAL SERVICES. In exchange for the Consulting Services
                  provided by Consultant to Company, Company shall allow
                  Consultant to retain up to the first $3500 in revenues
                  generated on a monthly basis. After which all revenues
                  generated on a monthly basis will be shared on an equal basis
                  between the Company and the Consultant.


         b.       CONTINUING SERVICES. As part of the Consulting Services,
                  Consultant will provide the Company with certain skills,
                  contacts, and resources that the Consultant has developed or
                  has access to with the intent that these services shall either
                  directly or indirectly create or generate revenues for the
                  Company. Further, Consultant shall introduce potential
                  business opportunities and projects to the Company.


         Both Company and the Consultant agree that the Consultant will act as
an independent contractor in the performance of his duties under this Agreement.
Nothing contained in this Agreement shall be construed to imply that Consultant,
or any employee, agent or other authorized representative of Consultant, is a
partner, joint venturer, agent, officer or employee of Company.


         The Consultant and the Company acknowledge that each will have access
to proprietary information regarding the business operations of the other and
agree to keep all such information secret and confidential and not to use or
disclose any such information to any individual or organization without the
non-disclosing parties prior written consent. It is hereby agreed that from time
to time Consultant and the Company may designate certain disclosed information
as confidential for purposes of this Agreement. Consultant hereby designates its
broker network and/or any retail brokerage operations identified by Consultant
to Company as Consultant's confidential information. The Company hereby
designates it shareholder list as the Company's confidential information.


         The Company hereby agrees to indemnify and hold Consultant harmless
from any and all liabilities incurred by Consultant under the Securities Act of
1933, as amended (the "Act"), the various state securities acts, or otherwise,
insofar as such liabilities arise out of or are based upon (i) any material
misstatement or omission contained in any offering documents provided by the
Company, or (ii) any intentional actions by the Company, direct or indirect, in
connection with any offering by the Company, in violation of any applicable
federal or state securities laws or regulations. Furthermore, the Company agrees
to reimburse Consultant for any legal or other expenses incurred by Consultant
in connection with investigating or defending any action, proceeding,
investigation, or claim in connection herewith. The indemnity obligations of the
Company under this paragraph shall extend to the shareholders, directors,
officers, employees, agents, and control persons of Consultant.

         Consultant hereby agrees to indemnify and hold the Company harmless
from any and all liabilities incurred by the Company under the Act, the various
state securities acts, or otherwise, insofar as such liabilities arise out of or
are based upon (i) any actions by Consultant, its officers, employees, agents,
or control persons, direct or indirect, in connection with any offering by the
Company, in violation of any applicable federal or state securities laws or
regulations, or (ii) any breach of this Agreement by Consultant.

         The indemnity obligations of the parties under this paragraph 8 shall
be binding upon and inure to the benefit of any successors, assigns, heirs, and
personal representatives of the Company, the Consultant, and any other such
persons or entities mentioned hereinabove.


         Consultant covenants and agrees with the Company that, in performing
Consulting Services Consultant will not publish, circulate or otherwise use any
solicitation materials business plan, financial statements, investor mailings or
updates other than materials provided by or otherwise approved by the Company.



         (a) ATTORNEYS' FEES. If either party files any action or brings any
proceeding against the other arising out of this Agreement, then the prevailing
party shall be entitled to reasonable attorneys' fees.

         (b) WAIVER. No waiver by a party of any provision of this Agreement
shall be considered a waiver of any other provision or any subsequent breach of
the same or any other provision. The exercise by a party of any remedy provided
in this Agreement or at law shall not prevent the exercise by that party of any
other remedy provided in this Agreement or at law.

         (c) ASSIGNMENT. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and no assignment shall be allowed without first
obtaining the written consent of the non-assigning party.

         (d) SEVERABILITY. In any condition or covenant herein contained is held
to be invalid or void by any court of competent jurisdiction, the same shall be
deemed severable form the remainder of this Agreement and shall in no way effect
the other covenants and conditions contained herein.

         (e) AMENDMENT. This Agreement may be amended only by a written
agreement executed by all parties hereto.

         (f) HEADINGS. Titles or captions contained herein are inserted as a
matter of convenience and for reference, and in no way define, limit, extend, or
describe the scope of this Agreement or any provision hereof. No provision in
this Agreement is to be interpreted for or against either party because that
party or his legal representative drafted such provision.

         (g) NOTICE. All written notices, demands, or requests of any kind,
which either party may be required or any desire to serve on the other in
connection with this Agreement, must be served by registered or certified mail,
with postage prepaid and return receipt requested. In lieu of mailing, either
party may cause delivery of such notice, demands and requests to be made by
personal service facsimile transmission, provided that acknowledgment of receipt
is made. Notice shall be deemed given upon personal delivery or receipt of
facsimile transmission, or two (2) days after mailing. All such notices,
demands, and requests shall be delivered as follows:

                  If to the Company:        1st Step, Inc.
                                            14759 Oxnard Street
                                            Van Nuys, CA 91411
                                            ATTN: Shaun Edwardes
                                            FAX: 818-904-9341

                  If to Consultant: ___________________________________
                                            ATTN: _____________________________
                                            FAX: ______________________________

         (h) ENTIRE AGREEMENT. This Agreement, including any Exhibits or
Schedules attached hereto, contains all of the representations, warranties, and
the entire understanding and agreement between the parties. Correspondence,
memoranda, or agreements, whether written or oral, originating before the date
of this Agreement are replaced in total by this Agreement unless otherwise
especially stated.

         (i) COUNTERPARTS; FACSIMILE SIGNATURES. This Agreement may be executed
simultaneously in one or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same


instrument. The Parties agree that facsimile signatures of this Agreement shall
be deemed a valid and binding execution of this Agreement.

         (j) GOVERNING LAW AND VENUE. This Agreement shall be governed by and
construed in accordance with the laws of the State of California which would
apply if both parties were residents of California and this Agreement was made
and performed in California. In any legal action involving this Agreement or the
parties' relationship, the parties agree that the exclusive venue for any
lawsuit shall be in the state or federal court located within the County of Los
Angeles, California. The parties agree to submit to the personal jurisdiction of
the state and federal courts located within Orange County, California.

         IN WITNESS WHEREOF, the parties hereto have placed their signatures
hereon on the day and year first above written.

"COMPANY"                                      "CONSULTANT"

1ST STEP, INC.                                 ERIK ESPERA

/s/ Corbin Bernsen                             /s/ Erik Espera
------------------------------                 -------------------------------
BY: Corbin Bernsen
ITS: President