CONSULTING AGREEMENT
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THIS CONSULTING AGREEMENT ("Agreement") is made as of the 15th day of
March 2000, by and between Ocean Crest Merchants Group having their principal
business offices in Boca Raton, Florida (the "Consultant') and Worldwide
Equipment Corp., with its principal offices at 599 W. Hartsdale Avenue, White
Plains, NY (the "Company").
WITNESSETH
WHEREAS, the Company desires to retain the Consultant and the
Consultant desires to be retained by the Company, all pursuant to the terms and
conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the foregoing and the mutual
promises and covenants herein contained, it is agreed as follows:
1. Retention. The Consultant is hereby retained by the Company to
perform services related to a possible acquisition or merger
and the Consultant hereby accepts such retention and will
perform for the Company the duties described herein,
faithfully and to the best of its ability.
2. Services.
a. The Consultant agrees, to the extent reasonably
required in the conduct of the business of the
Company, to provide the Company with its judgment and
experience with respect to business development
services for the Company as it reasonably requests.
The services may include, without limitation, the
following:
i. assist Company to complete purchase of
e-Possibility.com, Inc.;
ii. assist Company with future mergers and
acquisitions;
iii. assist Company with the conversion of
certain debt and liabilities;
iv. fund $50,000 to provide such assistance in
2(a)(iii);
v. assist Company with shareholder vote, assist
in contacting shareholders;
vi. provide consulting services to all
subsidiaries of the Company; and
b. At the Consultant's request, the Company shall
schedule meetings between the Company's management
and the Consultants' or other business
representatives to introduce the Company and its
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operations. The Company shall make key management
available to make due diligence presentations at
reasonable times and places.
3. Term. The Consultant's retention hereunder shall be for a term
of one year, commencing on the date of this Agreement, and may
be extended by the Company. This Agreement may be terminated
by either party upon 30 days written notice to the other
party. No termination shall affect the provisions of
Paragraphs 4 or 5.
4. Compensation. The Consultant shall be compensated in
accordance with the following:
a. The Company shall issue to the Consultant and its
assignees a promissory note ("Note") for 8,750,000
shares of common stock payable according to the terms
of the Note.
b. The Consultant shall receive a 5% fee for any fixture
merger or acquisition that originated from the
introduction, directly or indirectly, by the
Consultant.
5. Expenses. The Company shall reimburse the Consultant for all
direct out-of-pocket expenses incurred by the Consultant in
connection with the services rendered hereunder, including but
not limited to the Consultant's due diligence activities with
respect to the Company.
6. Non-exclusive Engagement. The Consultant shall not by this
Agreement be prevented or barred from rendering services of
the same or similar nature, as herein described, or services
of any nature whatsoever for, or on behalf of persons, firms,
or corporations other than the Company. Similarly, the Company
shall not be prevented or barred from seeking or requiring
services of a same or similar nature from any person other
than the Consultant.
7. Disclaimer of Responsibility for Acts of the Company. The
obligations of the Consultant described in this Agreement
consist solely of the services described above and do not
create a partnership, joint venture or any type of agency
relationship between the Company and the Consultant. In no
event shall Consultant be required by this Agreement to act as
the agent of the Company or otherwise to represent or make
decisions for the Company. All final decisions with respect to
acts of the Company or its affiliates, whether or not made
pursuant to or in reliance on information or advice furnished
by the Consultant hereunder, shall be those of the Company or
such affiliates and the Consultant shall under no
circumstances be liable for any expenses incurred or loss
suffered by the Company as a consequence of such decisions.
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8. Amendment. No amendment to this Agreement shall be valid
unless such amendment is in writing and is signed by
authorized representatives of all the parties to this
Agreement.
9. Waiver. Any of the terms and conditions of this Agreement may
be waived at any time and from time to time in writing by the
party entitled to the benefit thereof, but a waiver in one
instance shall not be deemed to constitute a waiver in any
other instance. A failure to enforce any provision of this
Agreement shall not operate as a waiver of this provision or
of any other provision hereof.
10. Severability. In the event that any provision of this
Agreement shall be hold to be invalid, illegal, or
unenforceable in any circumstances, the remaining provisions
shall nevertheless remain in full force and effect and shall
be construed as if the unenforceable portion or portions were
deleted.
11. Assignment. This Agreement shall be binding upon and inure to
the benefit of the parties and their respective successors and
permitted assigns. Any attempt by either party to assign any
rights, duties, or obligations that may arise under this
Agreement without the prior written consent of the other party
shall be void.
12. Governing Law. The validity, interpretation and construction
of this Agreement and each part thereof will be governed by
the laws of the State of Florida without reference to its
conflicts of laws, rules or principles.
13. Counterparts. This Agreement may be executed in any number of
counterparts, each of which may be deemed an original and all
of which together will constitute one and the same instrument.
14. Arbitration. The parties agree that all controversies which
may arise between them concerning any transaction, the
construction, performance or breach of this Agreement between
them shall be determined by arbitration before a panel of
three arbitrators, held in Fort Lauderdale, Florida, in
accordance with the rules of the NASD. This shall inure to and
be binding on the Company, its officers, directors, registered
representatives, agents, independent contractors, employees,
sureties, and any person acting on its behalf in relation to
acting subject to this Agreement. Any award rendered in
arbitration may be enforced in any court of competent
jurisdiction, and the party against whom the award is rendered
shall pay attorneys' fees and costs of the party to whom the
award is made.
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15. Interpretation. The parties hereto acknowledge and agree that
(a) the rule of construction to the effect that any
ambiguities are resolved against the drafting party shall not
be employed in the interpretation of this Agreement, and (b)
the terms and provisions of this Agreement shall be construed
fairly as to all parties hereto and not in favor of or against
any party, regardless of which party was generally responsible
for the preparation of this Agreement.
16. Headings and Captions. The headings and captions of the
various subdivisions of this Agreement are for convenience of
reference only and shall in no way modify, or affect, or be
considered in construing or interpreting the meaning or
construction of any of the terms or provisions hereof.
17. Notices. All notices, requests, consents, and other
communications hereunder shall be in writing, shall be
addressed to the receiving party's address set forth below or
to such other address as the party may designate by notice
hereunder, and shall be either (a) delivered by hand, (b) sent
by recognized overnight courier, (c) sent by facsimile
transmission, or (d) sent by registered or certified mail,
return receipt requested, postage prepaid.
If to the Consultant:
Ocean Crest Merchants Group
2600 N. Military Trail, Suite 206
Boca Raton, FL 33431
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If to the Company:
Mitch Hymowitz
Worldwide Equipment Corp.
599 W. Hartsdale Ave., Suite 201
White Plains, NY 10607
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All notices, requests, consents and other communications
hereunder shall, be deemed to have been given (i) if by hand,
at the time of delivery thereof to the receiving party at the
address of such party set forth above, (ii) if sent by
overnight courier, on the next business day following the day
such notice is delivered to the courier service, (iii) sent by
facsimile transmission, at the time the receipt thereof has
been acknowledged by electronic confirmation of otherwise, or
(iv) if sent by registered of certified mail, on the fifth
business day following the day such mailing is sent. The
address of any party herein may be changed at any time by
written notice to the parties in accordance with the preceding
provisions.
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18. Total Agreement. This Agreement contains all of the agreements
of the parties with respect to the subject matter hereof and
supersedes all prior oral or written agreements and
understandings relating to the subject matter hereof. No
statement, representation, warranty, covenant or agreement of
any kind or nature not expressly set forth in this Agreement
shall affect, or can be used to interpret, change or restrict
the express terms and provisions of this agreement. This
agreement shall not be modified or amended unless agreed to in
writing by all parties.
Worldwide Equipment Corp.
/s/ Mitchell Hymowitz
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Mitchell Hymowitz
President
ACCEPTED AND AGREED:
Ocean Crest Merchants Group
/s/ Elliot Loewenstern
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Elliot Loewenstern
President
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