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CONSULTING AGREEMENT
THIS AGREEMENT (the "Agreement"), is made and entered into as of this 22nd
day of August, 2000, by and between ADAM MACDONALD ("Consultant") and
INFOTOPIA, INC., with offices at 218 Tearall Road, Raynham, MA 02767
("Company") (together the "Parties").
WHEREAS, the Parties desire to formalize the terms and conditions under
which Consultant shall provide consulting services to the Company;
NOW, THEREFORE, in consideration of the mutual promises and covenants
herein contained, and other valid consideration, receipt of which is hereby
acknowledged, the Parties agree as follows:
1. Term of Agreement and Renewal.
The Agreement shall remain in effect for the date of execution hereof
through the expiration of a three-year period, and may be renewed upon the
mutual consent of the Parties.
2. Nature of Services to be Rendered.
Consultant shall provide the Company with consulting services, including,
but not limited to, ongoing day to day management of infomercial campaigns.
3. Compensation.
As compensation for his consulting services rendered hereunder, the
Company, simultaneously with the execution of this Agreement, shall issue
to the Consultant three million eight hundred thousand (3,800,000) shares
of the Company's common stock (the "Shares"); and
4. Warranties and Representations of the Consultant.
In order to induce the Company to enter into this Agreement, the Consultant
hereby makes the following unconditional warranties and representations:
(a) Consultant is not now a party to a consulting agreement with any other
corporation or entity involved in a business which is the same as or
similar to the Company's.
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(b) Consultant is permitted to provide consulting services to any
corporation or entity engaged in a business identical or similar to
the Company's, provided, however, that the Consultant shall keep
confidential all information it receives from the Company which is of
a confidential or proprietary nature, without disclosure to or for the
benefit of any third parties.
5. Warranties and Representations of the Company.
In order to induce the Consultant to enter into this Agreement, the Company
hereby makes the following unconditional warranties and representations:
(a) The Company is not a party to any other contract or agreement with
terms identical to those contained herein.
(b) The Company acknowledges that Consultant does not guarantee its
ability to cause the consumption of any contract or merger or
acquisition with any corporate candidate.
6. Issuance of Shares to Consultant.
The Company shall cause to be issued and delivered to Consultant the Shares
and the Company shall take all corporate action necessary for the Shares
issuance to be validly issued, fully paid and non-accessable, including
obtaining the prior unanimous written consent of its Board Directors.
7. Registration Obligations.
The Company expressly agrees to register, with the Securities and Exchange
Commission, the Shares issued herein in a registration statement on Form
S-8, if and when available, (and all related qualifications under the state
securities laws).
8. Expense Reimbursement.
Consultant shall be entitled to receive cash reimbursement, and the Company
shall provide cash reimbursement, of all cash expenses paid by Consultant
on behalf of the Company in performance of his duties hereunder. Such
expenses shall include without limitation expenses for communications and
travel. In no event, however, will Consultant incur on behalf of the
Company an expense in excess of $500 without the prior written consent of
the Company.
9. Indemnification of Consultant by the Company.
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The Company shall indemnify and hold harmless Consultant from and against
any and all liabilities and damages in connection with the Company's
ownership and operation and, without limiting the foregoing, shall pay the
Consultant's legal fees and expenses if Consultant is named as a defendant
in any proceedings brought in connection with the services provided
hereunder.
10. Indemnification of the Company by the Consultant.
Consultant shall indemnify and hold harmless the Company and its
principals from and against any and all liabilities and damages arising
out of actions taken by Consultant in connection with his services as
consultant, which actions were not authorized by the Company.
11. Arbitration.
Any and all conflicts, disputes and disagreements arising out of or in
connection with any aspect of the Agreement shall be subject to
arbitration in accordance with the rules of The American Arbitration
Association then in effect. Written Notice of Dispute shall be served by
either Party upon the other Party at its address set forth herein or such
other address as it shall have provided in writing for that purpose, and
the arbitration date shall set no later than two months from the date such
Notice is served. The dispute shall be submitted to The American
Arbitration Association in the headquarters nearest to the Company's
office. The Parties designate any State or Federal court in the State of
Nevada as the court in which any arbitration award shall be subject to
confirmation, and will abide by such confirmation.
12. Entire Understanding/Incorporation of other Documents.
This Agreement contains the entire understanding of the Parties with
regard to the subject matter hereof, superseding any and all prior
agreements or understandings whether oral or written, and no further or
additional agreements, promises, representations or covenants may be
inferred or construed to exist between the Parties.
13. No Assignment or Delegation Without Prior Approval.
No portion of the Agreement or any of its provisions may be assigned, nor
obligations delegated, to any other person or party without the prior
written consent of the Parties except by operation of law or as otherwise
set forth herein.
14. Survival of Agreement.
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The Agreement and all of its terms shall inure to the benefit of any
permitted assignee of or lawful successors to either Party.
15. No Amendment Except in Writing.
Neither the Agreement nor any of its provisions may be altered or amended
except in a dated writing signed by the Parties.
16. Waiver of Breach.
No waiver of any breach of provision hereof shall be deemed to constitute
a continuing waiver or a waiver of any other portion of the Agreement.
17. Severability of the Agreement.
Except as otherwise provided herein, if any provision hereof is deemed by
arbitration or a court of competent jurisdiction to be legally
unenforceable or void, such provision shall be stricken from the Agreement
and the remainder hereof shall remain in full force and effect.
18. Governing Law.
The Agreement and its provisions shall be construed in accordance with and
pursuant to, and governed by, the laws of the State of Nevada, as
applicable to agreements to be performed solely within the State of Nevada,
without regard to its conflict-of-laws provisions then in effect.
19. No Construction Against Drafter.
The Agreement shall be construed without regard to any presumption or other
rule requiring construction against the Party causing the drafting hereof.
IN WITNESS WHEREOF, the Parties have executed the Agreement as of the date
first above written.
By: /s/ Adam T. MacDonald
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Adam MacDonald
INFOTOPIA, INC.
By: /s/ Ernest Zavoral
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Ernest Zavoral, President
