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CONSULTING AGREEMENT
This Consulting Agreement (this "Agreement") is entered into as of
this 20th day of November, 2000, by and among SportsNuts.com International, Inc.
a Delaware corporation (the "Company"), James Morris, and Wayne Cooper
(collectively, "Consultants"), collectively referred to hereinafter as the
"Parties" or individually as a "Party."
WHEREAS, the Company is engaged in the business of creating an
amateur sports community through the Internet and other means; and
WHEREAS, the Company seeks to utilize the services of Consultants
to assist the Company in disseminating information concerning the Company's
business to the investing public (hereafter, the "Services").
NOW, THEREFORE, In consideration of the foregoing premises and the
mutual covenants contained herein, the Parties hereto agree as follows:
1. Services. During the term of this Agreement, Consultants agree
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to provide the Services as requested by the Company on a continuous basis and
in accordance with accepted industry practices and guidelines and all
applicable federal, state and local laws, rules and regulations.
2. Term. This Agreement will become effective on the date stated
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above, and will continue in effect for six (6) months unless terminated by
either Party as provided herein.
3. Compensation. The Company shall pay, and Consultants hereby
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accept as full compensation for Services rendered hereunder, the following
amounts:
3.1 Warrants. The Company agrees to issue Consultants warrants to acquire
450,000 shares of the Company's Common Stock ("Warrants") to be issued in
the following manner:
<TABLE>
<CAPTION>
Number of Shares
Subject to Warrant Exercise Price Expiration
-------------------------------------- --------------- ---------------------
<S> <C> <C> <C>
150,000 $0.75 November 19, 2001
150,000 $1.00 November 19, 2001
150,000 $1.25 November 19, 2001
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450,000
</TABLE>
3.2 Shares of Common Stock. The Company hereby grants to
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Consultants One Hundred Fifty Thousand (150,000) shares of the Company's
Common Stock.
4. Registration. As soon as practicable, the Company agrees to
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file a Registration Statement with the Securities and Exchange Commission on
Form S-8 with respect to the shares of Common Stock and Warrants issued to
Consultantss pursuant to this Agreement.
5. Confidential Information. Consultants acknowledges that during
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the term of this Agreement, Consultants will develop, discover, have access
to, and become acquainted with technical, financial, marketing, personnel, and
other information relating to the present or contemplated products or the
conduct of business of the Company which is of a confidential and proprietary
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nature ("Confidential Information"). Consultants agrees that all files, records,
documents, and the like relating to such Confidential Information, whether
prepared by them or otherwise coming into their possession, shall remain the
exclusive property of the Company, and Consultants hereby agrees to promptly
disclose such Confidential Information to the Company upon request and hereby
assigns to the Company any rights which Consultants may acquire in any
Confidential Information. Consultants further agree not to disclose or use any
Confidential Information and to use their best efforts to prevent the disclosure
or use of any Confidential Information either during the term of this Agreement
or at any time thereafter, except as may be necessary in the ordinary course of
performing their duties under this Agreement. Upon termination of this Agreement
for any reason, Consultants shall promptly deliver to the Company all materials,
documents, data, equipment, and other physical property of any nature containing
or pertaining to any Confidential Information.
6. Indemnification. The Company shall indemnify and hold Consultants harmless
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from and against all liabilities, obligations, damages, claims, costs and
expenses (including attorneys' fees) for which Consultants shall be held
responsible as a result of either the failure of the Company to perform in
accordance with its obligations under this Agreement or the negligence of the
Company, its employees, agents, servants and subcontractors or any of them. In
case any action or proceeding is brought against Consultants by reason of any
such claim, the Company, upon written notice from Consultants, shall, at the
Company's expense, resist or defend such action or proceeding by counsel
approved in writing by Consultants which approval shall not be unreasonably
withheld. Consultants shall indemnify and hold the Company harmless from and
against all liabilities, obligations, damages, claims, costs and expenses
(including attorneys' fees) for which the Company shall be held responsible as a
result of either the failure of Consultants to perform in accordance with its
obligations under this Agreement or the negligence of Consultants, its
employees, agents, servants and subcontractors or any of them. In case any
action or proceeding is brought against the Company by reason of any such claim,
Consultants, upon written notice from the Company, shall, at their expense,
resist or defend such action or proceeding by counsel approved in writing by the
Company which approval shall not be unreasonably withheld.
7. Assignment. This Agreement is for the unique personal services of Consultants
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and is not assignable or delegable in whole or in part by either Consultant
without the consent of an authorized representative of the Company. This
Agreement may be assigned or delegated in whole or in part by the Company and,
in such case, the terms of this Agreement shall inure to the benefit of, be
assumed by, and be binding upon the entity to which this Agreement is assigned.
8. Waiver or Modification. Any waiver, modification, or amendment
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of any provision of this Agreement shall be effective only if in writing in a
document that specifically refers to this Agreement and such document is
signed by the Parties hereto.
9. Independent Contractor. The Parties agree that Consultants are
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independent contractors with respect to the Company and that no employment
relationship exists between the Parties hereto. Consultants shall use their
own professional discretion in performing the services called for hereunder.
As independent contractors, Consultants shall have no power to act for, bind,
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or otherwise create or assume any obligation on behalf of the Company, for any
purpose whatsoever.
10. Entire Agreement. This Agreement constitutes the full and
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complete understanding and agreement of the Parties hereto with respect to the
subject matter covered herein and supersedes all prior oral or written
understandings and agreements with respect thereto.
11. Severability. If any provision of this Agreement is found to be
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unenforceable by a court of competent jurisdiction, the remaining provisions
shall nevertheless remain in full force and effect.
12. Notices. Any notice required hereunder to be given by either Party shall be
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in writing and shall be delivered personally or sent by certified or registered
mail, postage prepaid, or by private courier, with written verification of
delivery, or by facsimile transmission to the other Party to the address or
telephone number set forth below or to such other address or telephone number as
either Party may designate from time to time according to this provision. A
notice delivered personally shall be effective upon receipt. A notice sent by
facsimile transmission shall be effective twenty-four hours after the dispatch
thereof. A notice delivered by mail or by private courier shall be effective on
the third day after the day of mailing.
(a) To Consultants at: ---------------------------------------
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(b) To the Company at: 10421 South 400 West, Suite 550
Salt Lake City, Utah 84095
Attention: Kenneth I. Denos
13. Governing Law; Venue. This Agreement shall be governed by and
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construed in accordance with the laws of the State of Utah without regard to
the conflict of laws. The Parties further agree that proper venue and
jurisdiction for any dispute under this agreement shall be the courts in the
State of Utah.
IN WITNESS WHEREOF, Consultants have each signed this Agreement
personally and the Company has caused this Agreement to be executed by its duly
authorized representative.
SPORTSNUTS.COM INTERNATIONAL, INC. CONSULTANTS
/s/ Kenneth I. Denos /s/ James Morris
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Kenneth I. Denos James Morris
President
/s/ Wayne Cooper
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Wayne Cooper
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