Sample Business Contracts

Consulting Agreement - Inc. and John J. Katsock Jr.

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                             CONSULTING AGREEMENT

    Consulting Agreement, made and entered into as of the 10 day of March, 1999,
by and between, Inc., a Nevada corporation with its principal 
place of business at 201 Park Place, Altamonte Springs, Florida, 32701 ("FWEB"),
and John J. Katsock, Jr., an individual residing in the State of New York, 

    WHEREAS, KATSOCK is willing and has provided consulting services for and on 
behalf of FWEB in connection with the items as described in paragraph 1 hereto; 

    WHEREAS, FWEB wishes to retain the services of KATSOCK, all upon the terms
and conditions herein contained.

    NOW, THEREFORE, in consideration of the mutual terms, covenants and 
conditions set forth below and for good and valuable consideration, the delivery
and receipt of which is hereby acknowledged. KATSOCK and FWEB, intending to be 
legally bound hereby, agree as follows:

    1. Retainer. FWEB hereby retains KATSOCK, and KATSOCK hereby agrees to 
devote such time as is necessary in providing advice and consultation relating 
to financial planning, corporate organization and structure, financial matters 
in connection with the operation of the business of the Company and other 
corporate matters.

    2. Work Product. Subject to availability, FWEB agree to provide KATSOCK 
with, among other things, the following information:

         (a) financial statements and other financial information;

         (b) a detailed project planner; and

         (c) press information.

    It is agreed that all information and materials provided to KATSOCK shall be
the sole and exclusive property of FWEB. All copyright and title to said work 
shall be the property of FWEB free and clear of all claims thereto by KATSOCK, 
and KATSOCK shall retain no claim of authorship therein. KATSOCK hereby agrees 
that all information and materials so provided shall be held in confidence and 
used solely for the purposes of this Agreement.

    FWEB acknowledges and agrees that specified segments of information received
from KATSOCK under this Agreement are the exclusive proprietary information and 
property of KATSOCK and the same shall not be divulged, published or distributed
in any manner or form to any third party without the express right or written 
consent of KATSOCK. This provision shall survive the termination of this 
Agreement, and may be enforced by KATSOCK by any available remedy, including, 
without limitation, specific injunctive relief.

    FWEB shall keep confidential for a minimum of two (2) years, the 
organizations, groups, entities and individuals introduced and/or solicited by 
KATSOCK on behalf of FWEB pursuant to this Agreement ("Referred Parties") unless
FWEB can establish that a business relationship with the Referred Parties had 
existed prior to entering into this Agreement. FWEB will not disclose their 
identities to anyone other than on a supplemental filing basis to, and only if 
required by, the U.S. Securities and Exchange Commission (the "SEC"), unless 
other disclosure is required by the SEC, and will not enter into any contract of
any kind, on this or subsequent transactions with any of the Referred Parties 
without the knowledge and prior written consent of KATSOCK.

    3. Compensation. In consideration for the services to be provided to FWEB by
KATSOCK, FWEB hereby agree to compensate KATSOCK by issuing to KATSOCK the 
rights in the form of a Stock Purchase Warrant to purchase an aggregate of One 
Million (1,000,000) fully paid and non-assessable shares of the $.001 par value 
Common Stock of FWEB exercisable at any time prior to 5:30 P.M. Florida Time on 
March 12, 2004, at the principal office of FWEB, subject to certain terms and 
conditions as set forth in the Stock Purchase Warrant attached hereto and made a
formal part of this Agreement.

    4. Term. The term of this Agreement shall commence on the date hereof and 
shall continue for a period ending on the first to occur of the following:

         (a) The expiration of sixty (60) months from the date hereof;

         (b) The date on which this Agreement is terminated by operation of law 
             or judicial decree; or

         (c) The date on which the parties hereto mutually agree to terminate 
             this Agreement.

    The termination of this Agreement will not terminate, or have any impact or 
effect upon, the Stock Purchase Warrant, the grant and validity of which is 
irrevocable and independent of this Agreement.

    5. Miscellaneous Provisions.

         (a) Governing Law. This Agreement is governed by the laws of Florida.

         (b) Entire Agreement. This Agreement constitutes the entire agreement 
between the parties regarding the provision of the consulting services by 
KATSOCK and the payment of compensation, both cash and securities, by FWEB and 
supersedes all prior negotiations, understandings and agreements between the 


         (c) Modifications. This Agreement may be modified only if done so in 
             writing executed by the parties hereto.
         (d) Notices. All notices, demands or requests required or authorized
             hereunder shall be deemed sufficiently given if in writing and sent
             by registered or certified mail, return receipt requested and
             postage prepaid, to:

                To FWEB:      201 Park Place
                              Altamonte Springs, FL 32701

                To KATSOCK:   Prime Equity Fund, LP
                              277 Park Avenue, 27th Floor
                              New York, NY 10172

         (e) Arbitration. Any dispute under the Agreement shall be resolved by
             arbitration pursuant to the rules of the American Arbitration
             Association within the city of Altamonte Springs.

         (f) Survival of Rights. Except as expressly provided in this Agreement,
             this Agreement shall be binding upon and inure to the benefit of
             the parties and their respective legal representatives, successors
             and assigns.

         (g) Company Representation. This Agreement has been duly authorized and
             is a valid, binding and enforceable obligation of the Company. The
             undersigned officer of the Company has been duly authorized to
             execute and deliver this Agreement on behalf of the Company.

         (h) Validity. Each article, paragraph, term or provision of this
             Agreement will be considered severable, and if, for any reason any
             article, paragraph, term or provision is determined to be invalid
             or contrary to any existing or future law or regulation, such will
             not impair the operation or effect of the remaining portions of
             this Agreement.

    IN WITNESS WHEREOF, the undersigned hereby execute this agreement as of the
date indicated above.

                      , Inc.

                                /s/ Kevin A. Lichtman
-------------------------       -------------------------------------
John J. Katsock, Jr.            By:  Kevin A. Lichtman
                                Its: President