Sample Business Contracts

Consulting Agreement - Pacific Capital Markets Inc. and Inc.

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                             CONSULTING AGREEMENT

THIS AGREEMENT dated for reference September 17, 1999, is between Pacific
Capital Markets, Inc. of 6th Floor, Sun Life Plaza, 1100 Melville Street,
Vancouver, B.C. V6E 4A6, and fax (604) 682-6509 (the "Consulting Group"); and, Inc., a Nevada company of Suite 207, 1040 Hamilton Street,
Vancouver, B.C., V6B 2R9, and fax (689) 8163 (the "Company").

WHEREAS the Consulting Group has agreed to provide financing, public relations,
advertising and investor relations services to the Company, IN CONSIDERATION of
the following mutual promises, the parties agree that:

1.   Engagement. The Company engages the Consulting Group to provide the
     services described in paragraph 3 of this agreement and the Consulting
     Group accepts the engagement.

2.   Term.  This agreement is effective from October 1, 1999, to September 30,
     2000 (the "Term").

3.   Service.  The Consulting Group, working with the Company, will provide the
     following services (collectively the "Services") during the Term:

     a.   Financing Services. The Consulting Group will introduce the Company to
          institutional investors, investment bankers, lending institutions and
          high net worth individual investors and will assist in negotiating
          the terms of debt, equity or convertible debt financing as required
          by the Company.

     b.   Public Relations Services.  The Consulting Group will design and
          implement a public relations program for the Company to broaden
          exposure to the Company's products and services and will introduce the
          Company to potential customers and business alliances.  The Consulting
          Group may retain the services of qualified professional public
          relations firms or persons to assist with or to provide the required

     c.   Investor Relations Services.  The Consulting Group will design and
          implement an investor relations program to broaden the Company's
          exposure to financial industry analysts, financial institutions,
          brokerage firms, individual brokers and the investing public.  The
          Consulting Group may retain a qualified professional investor
          relations firm to assist with or to provide the required services.

     d.   Advertising Services.  The Consulting Group will develop an
          advertising strategy for the Company which may involve electronic,
          print or broadcast advertising to promote the development and
          marketing of the Company's products and services.  The Consulting
          Group may retain the services of a qualified professional advertising
          firm to assist with or to provide the required services.

4.   Provision of Services.  The Consulting Group will provide the Services upon
     the terms and conditions contained in this agreement and will provide a
     monthly written report

     describing its activities for each month. The Company acknowledges that the
     Consulting Group maintains similar relationships with other public and
     private companies. The Consulting Group will bear all of its costs incurred
     in delivering the Services.

5.   Covenants of the Company.  The Company will, as required by the Consulting
     Group in order to deliver the Services and at its own cost,

     a.   provide administrative, technical and managerial support,

     b.   ensure that members of its executive and management teams designated
          by the Consulting Group are available to meet with members of the
          Consulting Group or agents of Consulting Group, and

     c.   provide any corporate information, documentation and material
          requested by the Consulting Group.

6.   Fee for the Services.  The Company will pay the Consulting Group $2 million
     (the "Fee") for the Services during the Term of this agreement according to
     the schedule set out in table 1.

                                    Table 1
                             Fee Payment Schedule
                    Date of payment                         Amount

                 01 Oct. 99                             $  250,000
                 18 Oct. 99                                250,000
                 15 Nov. 99                                500,000
                 15 Jan. 00                                500,000
                 15 Mar. 00                                500,000

7.   Company's Expenses.  The Company will bear for its own account all of the
     costs of providing the information, support and human resources described
     in paragraph 5.

8.   Direction.  The Consulting Group will report to the C.E.O. or the C.O.O.
     of the Company, and reporting to either is deemed to be reporting to both.

9.   Termination.  Either party may terminate this agreement with ten days'
     written notice.  If the Company terminates this agreement, the unpaid
     balance of the Fee is immediately due and payable to the Consulting Group
     and Jeffs & Company is authorized to pay the balance to the Consulting
     Group.  If the Consulting Group terminates this agreement, it will forego
     the unpaid balance of the Fee.

10.  Currency.  "$" means United States dollars.

11.  Independent Legal Advice.  The Company acknowledges that this agreement
     was prepared for the Consulting Group by Jeffs & Company Law Corporation
     and that it may


     contain terms and conditions onerous to it. The Company expressly
     acknowledges that the Consulting Group has given it adequate time to review
     this agreement and to seek and obtain independent legal advice, and
     represents to the Consulting Group that it has in fact sought and obtained
     independent legal advice and is satisfied with the terms and conditions of
     this agreement.

12.  Notices.  Any notice or other communication required or permitted by this
     agreement must be in writing and delivered by hand or transmitted by fax to
     the address or fax number given for the party on page 1 unless the party
     has notified the other of a different address or fax number for notice
     under this agreement. Any notice is deemed to have been received on the day
     that it is delivered by hand or transmitted by fax.

13.  Governing Law.  This agreement is governed by the laws of British Columbia
     and must be litigated in the courts of British Columbia.

14.  Assignment.  The Consulting Group may assign its interest in this agreement
     to a company formed for the purpose of providing the Services.

15.  Enurement.  This agreement enures to the benefit of and binds the parties
     and their respective successors and permitted assigns.

16.  Entire Agreement.  This agreement constitutes the entire agreement between
     the parties and supersedes all previous agreements, negotiations, and
     discussions between the parties. This agreement may be amended or varied
     only by a written agreement signed by all of the parties.

17.  Counterparts.  This agreement may be signed in counterparts and delivered
     to the parties by fax, and the counterparts together, whether original or
     faxed, constitute one original document.

THE PARTIES' SIGNATURES below are evidence of their agreement.

Pacific Capital Markets Inc.         , Inc.

/s/ Rick Jeffs                                 /s/ Mark Rutledge
--------------------                           --------------------
Authorized signatory                           Authorized signatory