Sample Business Contracts

Executive Consulting Agreement - YP.Net Inc. and Sunbelt Financial Concepts Inc.

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     This  Agreement  made effective as of, September 20th, 2002, by and between
YP.Net,  Inc.  of  4840  East  Jasmine  Street,  suite  105, Mesa, Arizona 85205
("YPNT"),  as the party to receive services and Sunbelt Financial Concepts, Inc.
of  7579  E.  Main Street suite 200 Scottsdale, Arizona 85251 ("Company") as the
party  who  shall  be  providing  the  services.

     WHEREAS  Company has a background in Business Management and Administration
and is willing to provide services to YPNT and YPNT desires to have the services
provided  by  Company  and;

     WHEREAS  Company  has  provided  different  levels of service to YPNT since
February  2000 including that of Chief Executive Officer, Chairman and President
and  that  YPNT  has  survived  and  prospered  during difficult times under the
stewardship of Company. YPNT separately acknowledges those accomplishments, and;

     WHEREAS  YPNT  faces  additional challenges caused in part by activities of
the  former  Chief  Financial  Officer. Such as; The Business Software Alliance,
failure  to  file  tax  returns when due, EEOC complaints as well as the need to
continue  YPNT's  profitable  successes  and  the  need  to alert the Investment
Community  to  these  successes it is now apparent between the parties that YPNT
needs  to  secure the services of Company for a longer term In whatever capacity
or  titles  the  Company  is  willing  to  provide  those  services;

     THEREFORE  it  is  agreed  that  this  contract  shall  supercede all prior
agreements  between  the  parties  and shall become effective on the date signed
below  which  will  have  culminated  by  the recommendation of the Compensation
Committee  of  YPNT.  It  is  further  agreed  by  the  parties  that;

1.    Description  of  Services.  Company  will  continue to make available its
      current  services  as  well  as  the  new  ones  listed  below;

      a.    The  services  of  a  Chief  Executive Officer ("CEO"), Chairman and
            President  initially  in  the  person  of  Angelo  Tullo.
      b.    The  services  of  an  administrative person to assist the person in
            number  1a  above.  Initially  that  person  would hold the title of
            Executive  Assistant  to  the  Chairman  and  Administrative  Vice

                         Executive Consulting Agreement
                              Sunbelt/YP.Net, Inc.
                              September 20th, 2002
                                   Page 1 of 9

      c.    The  services  of  at  least  1  part time administrative person, or
            "Gal/Guy  Friday"  to  assist  in  all  areas  of YPNT's business as
            directed  by  the  Company.
      d.    In  the  event  that  YPNT determines that another individual should
            serve  in one or more of those positions it is fully a liberty to do
            so  at  its own cost. It is clearly understood that the services the
            Company  provides  herein  are valuable to YPNT no matter the titles
            the  employees  of  Company  are  asked  to take while providing the
            services  to  YPNT. In the case where another is named to any of the
            titles  herein  above  that  Company  would  continue  to  provide
            consulting  services  on  an as needed basis in order to fulfill its
            obligations  hereunder.
      e.    The  employees  herein shall be employees of Company and not of YPNT
            but shall be able to hold themselves out as Employees of YPNT by the
            use  of  their  respective titles, and in the course of their duties
            with  respect  to  the  signing  of  contracts,  etc.
      f.    The  Company  duties  shall be to monitor and manage the affairs and
            employees  of  YPNT  such that YPNT maximizes profits and growth and
            enhances  shareholder  value by alerting the Investment Community to
            the  successes  of  YPNT  should  there  continue  to  be successes.
      g.    This  is  not  an  employment  contract of Angelo Tullo or any other
            employee  of  Company  and  the  money  paid  under this contract is
            payable  to Company and is earned by the Company not by Tullo or any
            of  the other employees of Company, who merely work for the Company.
      h.    Maintain  all  of the minute books and legal records in a fidiuciary
            capacity  for  YPNT.
      i.    Interact  with  shareholders, lenders, board members, the investment
            community  at  large.
      j.    Such  other  tasks  as  the  Board of YPNT may reasonably require of
            Company  or  its  employees.

2.    Performance  of  Services.  Company  shall  determine  the manner in which
      Services  are  to  be  performed  and  the  specific hours to be worked by
      Company  or  its  employees.  YPNT  will rely upon Company to work as many
      hours  as  may be reasonably needed to fulfill Company's obligations under
      this  Agreement.  YPNT  specifically  acknowledges  that Company has other
      clients  and  that  each  of the Company's employees will work on projects
      both  related  to  and  unrelated  to  YPNT.

3.    Payment.  YPNT  shall  pay  fees  and  other  compensation  to Company for
      Services  under  this  contract  according  to  the  following  schedule;

      a.    Monthly fees of $32,000.00 per month in year one with a 10% increase
            in each succeeding year, This fee shall be payable monthly, no later
            than  the  first day of each month preceding the period during which
            the  Services are to be performed. Services are deemed earned at the
            moment they are due. Company will not be required to send an invoice
            for  services.

                         Executive Consulting Agreement
                              Sunbelt/YP.Net, Inc.
                              September 20th, 2002
                                   Page 2 of 9

      b.    Company  shall  also  be  paid  for attending Board Meetings with at
            least  one  individual.  Company  shall be paid $2000.00 per day for
            each board meeting or $2,000.00 per quarter whichever is greater, no
            matter  how many of Company's employees attend. This amount shall be
            raised  if  a  majority  of  board members whether inside or outside
            board members receive a larger amount. Company shall not be paid for
            Board  committee  work.
      c.    Company shall also be provided with a 3 Cell Phone allowance for its
            employees  performing  services  for  YPNT.
      d.    Company can allocate this monthly payment in any manner it instructs
            YPNT  to  pay it and to whomever it so designates. It may be used to
            pay  for  automobiles in YPNT's name, medical expenses or insurance,
            mobile  phone,  etc.  so  long  as the aggregate does not exceed the
            amounts  above.
      e.    Employee(s)  of  Company shall be offered participation in any stock
            option  plan  approved  by  the  Board of Directors of YPNT that are
            offered to other executives and employees, whether key or not during
            the  term  of  this  agreement.  Any  options  and or stock obtained
            pursuant  to  this  plan  shall also be held as collateral under the
            terms  of  the  line  of  credit  above.

4.    Expense  Reimbursement.  Company  shall  be entitled to reimbursement from
      YPNT for all "out of pocket" expenses. Examples of some but not all of the
      reimbursable  expenses  are;  gasoline,  travel, hotels, insurance, flight
      insurance, meals, entertainment for business. In addition, Company and its
      employees  providing services to YPNT may be provided with credit or debit
      cards so that they pay for expenses incurred while performing services for
      YPNT  as  they  occur.  Company shall be authorized to approve any and all
      expenses  on  YPNT's  card without liability to the Company. If Company or
      employee or principal of Company is the primary signer for the Credit Card
      provided  to  Company  or anyone else for the benefit of YPNT than Company
      shall hereby be indemnified for any and all expenses incurred on said card
      or cards by YPNT or other employees of YPNT who may also be allowed to use
      the  card(s).

5.    Stock  Compensation. In order to more clearly align the efforts of Company
      with  the  Shareholders of YPNT and to reward the Company for its superior
      past  performance  on behalf of YPNT's shareholders the Board of Directors
      of  YPNT deems it prudent to award 4 million shares of its Common stock to
      Company.  That  Stock is currently valued (as traded on the OTC Electronic
      Bulletin  Board on Friday June 21st, 2002) at 6 cents per share. According
      to  Generally  Accepted  Accounting  Principles and as required by the SEC
      this  compensation  would  be accounted for at 90% of that value or at the
      current amount required under the rules. YPNT further acknowledges that it
      will  pay  any Federal or State Incomes taxes that the Company may have to
      pay  on  this  stock award as they may come due to the Company. This stock
      shall  be so encumbered as part of the flex compensation below and as part
      of the customer acquisition requirement. If YPNT's customer count does not
      exceed  177,000  customers  within 12 months from October 1, 2002 than the
      stock  is  forfit  in  prorata  share based on the customer count actually
      obtained.  The  base  amount for calculations is 100,000 customers, so the

                         Executive Consulting Agreement
                              Sunbelt/YP.Net, Inc.
                              September 20th, 2002
                                   Page 3 of 9

      company  would  have to achieve an increase of 77,000 additional customers
      during the period. For example; if there were 160,000 customers this could
      amount  to  60,000  additional  customers. your would that would be 78% of
      Goal.  So  22%  of  the  stock  would  be  forfit  back  to  YPNT.

6.    Guarantee of YPNT obligations.  As an accommodation to YPNT the Company or
      any of its employees may elect to provide personal or corporate guarantees
      for  any  indebtedness  incurred  by  YPNT.  If  they so chose to do so by
      signing  below  YPNT  hereby indemnifies those Employees of the Company or
      the Company itself for any loss, claim, or damages suffered by the Company
      or  its  employees  by  way  of  this  guarantee(s).

7.    Signing of Documents.  As a further accommodation to YPNT the employees of
      the  Company  agree  to  execute  documents,  SEC  Filings,  and  or to be
      authorized  signers  on  YPNT's  Bank  or Financial Accounts as needed. By
      signing  below  YPNT  hereby  agrees  to  indemnify  the  Company  and its
      Employees or Agents for any actions they may take on behalf of YPNT or any
      damages  they  may  sustain  for  this  accommodation.

8.    Bonus  for  previous  year's achievements.  By prior order of the Board of
      Directors and as a condition of executing this contract a bonus was awared
      to  Company  for  its services in the amount of $208,000.00. Said bonus is
      payable  on  October  1,  2002  and  for both parties shall be expensed or
      indicated  as income in the period beginning October 1, 2002. Further YPNT
      shall  bonus  to Company any Federal and/or State Income taxes that may be
      due  by the Company for this bonus when Company files it's 2002 income tax

9.    Line  of  Credit.  Under  the  Previous  Contract  YPNT provided a line of
      Credit  to  Company  in  the aggregate amount of $200,000.00 fully secured
      against any and all YPNT stock owned by the Company or by Angelo Tullo. In
      exchange  for this new contract the Company agrees to pay off this line of
      Credit  within  45  days  of  the  signing  of  this  agreement.

10.   Flex  Compensation.  YPNT  shall  make available to the Company additional
      income, which shall be called "Flex-Compensation". The maximum amount that
      can  be  immediately  drawn  upon  shall be $220,000.00 (as a base in each
      fiscal  year),  except as modified below. However that base shall increase
      by  10%  on  each  12-month anniversary thereafter during the term of this

      This Flex Compensation is a part and parcel of the Compensation to be paid
      to  the  Company  by  YPNT.  However  as part of the mutual accommodations
      between  the  parties  Company  agrees  not  to  take  all  of

                         Executive Consulting Agreement
                              Sunbelt/YP.Net, Inc.
                              September 20th, 2002
                                   Page 4 of 9

      the  Compensation  at  one  time  but that in any event the Company is the
      final  arbiter  of when and if YPNT is capable of paying the bonus at that
      time,  except that at all times YPNT shall have sufficient cash on hand or
      anticipated  to  cover its next 30 days of operating expenses exclusive of
      marketing  expenses.

      Since  it  is assumed that the entire amount shall be taken in each fiscal
      year  so  for  accounting  purposes  the  Accountants  shall  accrue as an
      expense,  in the case of YPNT and as income, in the case of Company 1/12th
      of  the  total  amount available on a monthly basis or the amount actually
      taken;  whichever  is  greater.

      YPNT is making this Flex Compensation available to the Company as a way to
      induce  the Company to continue to perform services for the entire term of
      the  contract.  To  insure  that  the  Company  does  not  take  the  Flex
      Compensation  at  the  beginning  of  the term and then resign the Company
      hereby  grants  to  YPNT  a  first position lien right on all of the stock
      granted  by the YPNT to either the Company or Angelo Tullo. If the Company
      takes  the  Flex  Compensation,  and  resigns  it has the choice of either
      returning  the unused flex compensation for that fiscal year and retaining
      the  stock  or  returning  the stock to the company. The Company and Tullo
      would  not  be  allowed  to  sell,  assign  or further transfer this stock
      without the permission of YPNT, which permission shall not be unreasonable
      withheld.  However,  because of the valuable nature of these services YPNT
      would  be  obligated to take title of these shares in the event of a valid
      enforceable  lien  or  judgment  against Company that would encumber these
      shares  and by signing below Company warrants that it would not interfere.

      By  signing  below the Company and Tullo agree that the Security Agreement
      signed  last year as part of the Lien of Credit previously offered by YPNT
      is  hereby  amended  with  the  provisions  on  number  8 herein and shall
      continue  as  a  security  agreement  for  the  purposes  of  this  Flex
      Compensation  until  amended  or  changed  by  the  parties,  in  writing.

11.   Support  Services.  YPNT  will  provide the following support services for
      the  benefit of Company; office space (2 offices and one cubicle, with the
      furniture  currently  inside)  and  office  supplies,  3 telephones, three
      computers,  and  personnel  to answer one Company telephone number. In the
      event  of  termination  of  this  agreement than YPNT will if requested by
      Company  assign  the  lease  for  the offices to the Company. Said monthly
      lease  if  assigned  can-not  exceed $500.00 per month till the end of the
      term  of this agreement. Any amount above $500.00 per month would still by
      the  responsibility  of  YPNT.  The  computer  & general office equipment,
      excluding  phones  would  be  turned over to Company by the payment by the
      Company  to YPNT within 45 days of cancellation in the amount of $3,000.00
      in  year  one,  $2,000.00  in  years  two  through  5.

                         Executive Consulting Agreement
                              Sunbelt/YP.Net, Inc.
                              September 20th, 2002
                                   Page 5 of 9

12.   Termination.  This  agreement  shall  continue  until  September  30, 2007
      whereupon  it  shall automatically renew for another similar period unless
      either  party  notifies the other of its intent not to renew 30 days prior
      to  the  renewal  date  at  the  address  provided for herein for notices.

      Company  may  terminate this agreement at anytime by providing YPNT with a
      30-day  termination  notice,  with  no  penalty  to  either  party.

      In  the  Event  of  a  termination  by  YPNT  for  malfeasance,  theft  or
      embezzlement in regards to YPNT and while Company is providing services to
      YPNT  and  where  such  malfeasance,  theft or embezzlement is proven in a
      competent  court  of  law  to have directly damaged YPNT than all Stock of
      YPNT  received  by  the  Company,  then in Company's possession or control
      shall  be  surrendered  to  YPNT.

      In  the  Event  of a termination by YPNT for any reason other those listed
      above  than Company shall be entitled to a termination fee equal to the 30
      %  of  the balance of the contract but in any case not less than 12 months
      fees  plus  the  release  of  the stock collateral given in number 8 above
      regarding  the  flex  compensation.

13.   Due  on  Sale  Clause.  In  the event that there is a change in control of
      YPNT as defined by the United States Securities and Exchange Commission or
      the  Internal  Revenue Services of the United Stares of YPNT of the entire
      company  now  know as YPNT, Telco Billing or the majority ot YPNT's assets
      are  sold, (excluding a factoring arrangement which is defined herein as a
      financing agreement) than 30% of the balance of this contract or 12 months
      worth of fees, whichever is greater becomes immediately due and payable by
      YPNT  to  Company,  at  the  Company's  option.  Further that all debts by
      Company to YPNT would be forgiven and any liability by YPNT to Company for
      any  tax  payments due Company for previous grants hereunder are also due.

14.   Relationship  of  the  Parties.  It  is  understood  that  Company  is  an
      independent  contractor with respect to YPNT and that it will be providing
      services of similar kind to others. YPNT will not provide fringe benefits,
      including  health  insurance  benefits,  paid  vacation  or other employee
      benefits  for the benefit of Company except as paid by Company as provided

15.   Employees.  Company's  employees, who perform services for YPNT under this
      agreement  shall also be bound by the provisions of this Agreement. At the
      request of YPNT, Company shall provide adequate evidence that such persons
      are  Company's  employees,  members  or  agents, (" Company Employees", or

                         Executive Consulting Agreement
                              Sunbelt/YP.Net, Inc.
                              September 20th, 2002
                                   Page 6 of 9

16.   Injuries.  Company acknowledges Company's obligation to obtain appropriate
      insurance coverage for the benefit of Company (and Company's employees, if
      any).  Company  waives  any  rights to recovery from YPNT for any injuries
      that  Company  (and/or  Company's  employees) may sustain while performing
      services  under  this  Agreement  and that are the result of negligence of
      Company  or  Company's  employees.

17.   Return  of  Records.  Upon  termination  of  this Agreement, Company shall
      deliver  all  records, notes, data, memoranda, models and equipment of any
      nature  that  are  in Company's possession or under Company's control that
      are  YPNT's  property  or  relate to YPNT's business except as retained by
      other  similar  hired  or  employed  Directors  or  Officers  of  YPNT.

18.   Officers and Directors Insurance and Indemnification.  YPNT shall maintain
      officers  and  directors  insurance in amounts deemed necessary by Company
      and  the  Directors of YPNT (in no event shall said insurance be less than
      $2.5 million dollars in face amount) such that YPNT will indemnify Company
      and  its  officers,  agents  and  employees  against any and all 3rd party
      claims  made against Company as more fully identified in YPNT's Bylaws and
      Articles of Incorporation, attached hereto and made part of this agreement
      herein  by  reference.

19.   Default.  In  the  event of a Default by YPNT for non-payment or and other
      breach  of  this agreement than YPNT shall pay a Default fee of $50.00 per
      day  for  each  day  until cured. If after 15 days from receipt by written
      notice  of default YPNT has still not cured its default the entire balance
      of  the  contract  shall  become due and payable including any termination
      penalties.  Company  shall  have  the right to sue YPNT for damages and to
      recover  all  attorneys'  fees.

      In the event of a default by Company, YPNT shall notify Company in writing
      of  the  nature of the default and Company shall have 15 days to cure said
      default.  Failure to cure the default shall be grounds for the termination
      of  the agreement. All clauses of termination remain in effect. YPNT shall
      have  the  right  to sue Company for damages and to recover all attorneys'

      It  is expressly understood that in the event of a death, disability or by
      some other reason that Angelo Tullo or any other individual then currently
      providing services to YPNT becomes unable or unwilling to provide services
      it  does  not  void this contract. Company shall have up to four months to
      replace  the  person  performing  those services with some one or multiple
      personnel whose aggregate talents are equivalent to those of the person or
      persons  unable  or  unwilling  to  perform services. Company is the final
      arbiter of the ability of its personnel to perform the necessary services.
      In the event that Company is unable or unwilling to replace those services
      than  YPNT can cancel the contract by releasing the lien on collateral and
      is  not entitled to the return of the flex compensation and by paying a 12
      month  cancellation  fee  equal  to  12  months  fees.

                         Executive Consulting Agreement
                              Sunbelt/YP.Net, Inc.
                              September 20th, 2002
                                   Page 7 of 9

20.   Notices:  All  notices required or permitted under this agreement shall be
      in  writing  and  shall  be  deemed delivered when addressed in person and
      mailed  certified  mail return receipt requested in the United States Mail
      and  addressed  as  follows  (or  to such future addresses that each party
      shall  inform  the  other  in  writing during the term of this agreement):

            If  to  YPNT:

            YP.  Net,  Inc.
            DeVal Johnson
            4840 E. Jasmine Street Suite 105
            Mesa, Arizona  85205

            If to Company:

            Sunbelt Financial Concepts, Inc.
            Angelo Tullo
            7579 E. Main Street, suite 100
            Scottsdale, Arizona  85251

21.   Entire  Agreement.  This  Agreement  contains  the entire agreement of the
      parties  and  there  are  no  other  promises  or  conditions in any other
      agreement  whether  oral  or  written. This agreement supersedes any prior
      written  or  oral  agreements  between  the  parties.

22.   Confidentiality  and  non-compete.  The  employees  of Company agree to be
      bound  by  the  confidentiality  and  non-compete  provisions contained in
      YPNT's  Team  member handbook as they may be amended from time to time and
      as signed by the employees of Company actually providing services to YPNT.

23.   Amendment.  This  agreement may be modified or amended if the amendment is
      made  in  writing  and  is  signed  by  both  parties.

24.   Severability.  If  any  provision  of  this  Agreement shall be held to be
      invalid  or  unenforceable  or  any reason, the remaining provisions shall
      continue  to be valid and enforceable. If a court finds that any provision
      of  this  Agreement  is invalid or unenforceable but that by limiting such
      provision it would become valid and enforceable, that such provision shall
      be  deemed  to  be  written,  construed  and  enforced  as  so  limited.

                         Executive Consulting Agreement
                              Sunbelt/YP.Net, Inc.
                              September 20th, 2002
                                   Page 8 of 9

25.   Waiver  of Contractual Right.  The  failure of either party to enforce any
      provision  of  this  agreement  shall  not  be  construed  as  a waiver or
      limitation of that party's right to subsequently enforce and compel strict
      compliance  with  every  provision  of  this  Agreement.

26.   Applicable  Law.  The  laws  of  the  State  of  Arizona shall govern this

By  signing  below  we  warrant  and  represent  to  each other that we have the
respective authorities from our respective Corporations to execute this document
and  acknowledge  that  the  other  is  relying  upon  those  warranties  and
representations.  Further  by  signing  below  we acknowledge and agree that our
respective Corporations are hereby irrevocablely bound by the agreements herein;

Party  receiving  Services:
YP.  Net,  Inc.

By:  /s/  DeVal  Johnson
     DeVal  Johnson

Party  providing  Services:
Sunbelt  Financial  Concepts,  Inc.

By:  /s/  Angelo  Tullo
     Angelo  Tullo

                         Executive Consulting Agreement
                              Sunbelt/YP.Net, Inc.
                              September 20th, 2002
                                   Page 9 of 9