U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
SQUARE SHOOTER INTERNATIONAL, LTD.
(Exact Name of Issuer as Specified in its Charter)
DELAWARE 95-4695878
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation of Organization) Identification No.)
860 Via de la Paz, Suite E-1
Pacific Palisades, CA
90272
(Address of Principal Executive Offices)
(Zip Code)
United Raceways, Inc 1999 Consultant Agreements
And
Employment Agreements
(Full Title of the Plans)
Larry Todt, President
860 Via de la Paz, Suite E-1 Pacific Palisades, CA 90272
(Name and Address of Agent for Service)
Telephone Number, Including Area Code, of Agent for Service:
310.230.6100
CALCULATION OF REGISTRATION FEE
- ----------- --------------- -------------- ------------ ------------
Title of Proposed Proposed
Securities Amount maximum maximum
to be to be offering aggregate Amount of
registered registered price per offering registration
share price fee
- ----------- ---------------- -------------- ------------ ------------
Common 5,062,000 shares $ .001 $5,062 $122
Stock
$0.001
par value
- ----------- --------------- -------------- ------------ ------------
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
EXPLANATORY NOTE
As permitted by the rules of the Securities and Exchange Commission (the
"Commission"), this Registration Statement omits the information specified in
Part I of Form S-8. The documents containing the information specified in Part I
will be delivered to the Company's consultants (as defined in the instructions
to Form S-8) receiving securities registered hereunder as required by Securities
Act Rule 428(b). Such documents are not being filed with the Commission as part
of this registration statement or as prospectuses or prospectus supplements
pursuant to Rule 424.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Square Shooter International, Ltd. (formerly known as United Raceways,
Inc.) (the "Company") hereby incorporates by reference in this Registration
Statement the following documents previously filed with the Securities and
Exchange Commission:
(a) The Company's Form 10-SB effective October 27,1999.
(b) The Company's Form 10-QSB for the quarter ended September 30, 1999.
(c) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") by the Company
since the end of the Company's fiscal year ended December 31, 1998
(d) The description of the Company's common stock and related rights
contained in registration statements filed under the Exchange Act,
including any amendment or report filed for the purpose of updating
such description. All documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated
by reference in the Registration Statement and to be a part thereof
from the date of filing of such documents.
1
<PAGE>
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not Applicable
Item 6. Indemnification of Directors and Officers.
The Amended and Restated Certificate of Incorporation and Bylaws of the
Company contain provisions limiting or eliminating the liability of directors of
the Company to the Company or its stockholders to the fullest extent permitted
by the General Corporation law of Montana and indemnifying officers and
directors of the Company to the fullest extent permitted by the General
Corporation Law of Montana. Insofar as indemnification for liabilities arising
under the Act may be permitted to directors, officers and controlling persons of
the Company pursuant to the foregoing provisions, or otherwise, the Company has
been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Company of expenses incurred or paid by a director,
officer or controlling person of the Company in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Company will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of whether
such indemnification by it is against public policy as expressed in the Act, and
will be governed by the final adjudication of such issue.
2
<PAGE>
Item 8. Exhibits
EXHIBIT NO.
- -----------
3.1. Amended and Restated Certificate of Incorporation of the Company,
incorporated herein by reference to the Company's registration
statement on Form 10-SB, file no. 0-27153.
3.2. Bylaws of the Company, incorporated herein by reference to the
Company's registration statement on Form 10-SB, file no. 0-27153.
5.1 Opinion of Sara Churgin, Esq. as to legality of the securities being
registered pursuant to Employment Agreements.*
5.2 Opinion of Sara Churgin, Esq. as to legality of the securities being
registered pursuant to Consultant Agreements.*
23.1 Consent of Sara Churgin, Esq. (included as Exhibit 5.1 and 5.2
to this registration statement).
23.2 Consent of Weinberg & Company, P.A.*
24 Power of Attorney is contained on the signature pages.*
99.1 Larry Todt Employment Agreement.*
99.2 James Walters Employment Agreement.*
99.3 George Todt Consulting Agreement.*
99.4 James Walters Consulting Agreement.*
99.5 Louis Geasland Consulting Agreement.*
99.6 Bruce Bell Consulting Agreement.*
99.7 Victor Ashamallah Consulting Agreement.*
99.8 James M. Brown, Jr. Consulting Agreement.*
* Filed herewith
3
<PAGE>
Item 9. Undertakings
1. The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement, and
(iii)To include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
PROVIDED, HOWEVER, that paragraphs (a)(i) and (a)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the issuer
pursuant to section 13 or section 15(d) of the Exchange Act that are
incorporated by reference herein.
(b) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
4
<PAGE>
2. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to
be a new registration statement relating to the securities offered herein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
3. Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8, and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Los Angeles, and the State of California, on November
12, 1999.
UNITED RACEWAYS, INC.
/s/ Larry Todt
By_________________________
Larry Todt, President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Larry Todt and and each or any one of
them, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitutes or substitute, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacitites and on the
dates indicated.
SIGNATURE TITLE Date
/s/ Larry Todt President Nov. 16, 1999
Larry Todt
/s/ George Todt Director Nov. 16, 1999
George Todt
/s/ Jim Walters Director Nov. 16, 1999
Jim Walters
EXHIBIT 5.1
SARA CHURGIN, ESQ.
104 Prospect Hill Street
Newport, RI 02840
November 12, 1999
United Raceways, Inc.
860 Via de la Paz, Suite E-1
Pacific Palisades, CA 90272
Re: Form S-8 Registration Statement relating to the registration of 200,000
shares of common stock, par value $.001, isuable upon exercise of options
at an exercise price of $1.00, of United Raceways, Inc. pursuant to two
Employment Agreements
Gentlemen:
I am acting as counsel for United Raceways, Inc. a Delaware corporation (the
"Company"), in connection with the filing under the Securities Act of 1933, as
amended, of a Registration Statement for the Company on Form S-8 filed with the
Securities and Exchange Commission ("SEC") (the "Registration Statement"),
covering 200,000 shares (the "Shares") of common stock, par value $0.001,
issuable upon exercise of options at an option exercise price of $1.00, (the
"Common Stock"), of the Company which shall be issued pursuant to two Employment
Agreements with the following individuals: Larry Todt and James Walters.
In that connection, I have examined the Form S-8 Registration Statement in the
form to be filed with the SEC. I have also examined and am familiar with the
originals or authenticated copies of all corporate or other documents, records
and instruments that we have deemed necessary or appropriate to enable me to
render the opinion expressed below.
I have assumed that all signatures on all documents presented to me are genuine,
that all documents submitted to me as originals are accurate and complete, that
all documents submitted to me as copies are true and correct copies of the
originals thereof, that all information submitted to me was accurate and
complete and that all persons executing and delivering originals or copies of
documents examined by me were competent to execute and deliver such documents.
In addition, I have assumed that the Shares will not be issued for consideration
equal to less than the option exercise price thereof and that the form of
consideration to be received by the Company for the Shares will be lawful
consideration under the Delaware Business Corporation Act.
Based on the foregoing and having due regard for the legal considerations I deem
relevant, I am of the opinion that the Shares, or any portion thereof, when
issued as described in the Registration Statement, will be validly issued by the
Company, fully paid and nonassessable.
This opinion is limited in all respects to the laws of the United States of
America.
This opinion may be filed as an exhibit to the Registration Statement.
Sincerely,
SARA CHURGIN, ESQ.
/s/ Sara Churgin
EXHIBIT 5.2
SARA CHURGIN, ESQ.
104 Prospect Hill Street
Newport, RI 02840
November 12, 1999
United Raceways, Inc.
860 Via de la Paz, Suite E-1
Pacific Palisades, CA 90272
Re: Form S-8 Registration Statement relating to the registration of 4,862,000
shares of common stock $0.001 par value of United Raceways, Inc. pursuant
to six Consulting Agreements.
Gentlemen:
I am acting as counsel for United Raceways, Inc. a Delaware corporation (the
"Company"), in connection with the filing under the Securities Act of 1933, as
amended, of a Registration Statement for the Company on Form S-8 filed with the
Securities and Exchange Commission ("SEC") (the "Registration Statement"),
covering an aggregate of 4,862,000 shares (the "Shares") of common stock, par
value $0.001 (the "Common Stock"), of the Company which shall be issued pursuant
to six Consulting Agreements with the following individuals: George Todt; James
Walters; Louis Geasland; Bruce Bell; Victor Ashamallah; and, James M. Brown, Jr.
In that connection, I have examined the Form S-8 Registration Statement in the
form to be filed with the SEC. I have also examined and am familiar with the
originals or authenticated copies of all corporate or other documents, records
and instruments that we have deemed necessary or appropriate to enable me to
render the opinion expressed below.
I have assumed that all signatures on all documents presented to me are genuine,
that all documents submitted to me as originals are accurate and complete, that
all documents submitted to me as copies are true and correct copies of the
originals thereof, that all information submitted to me was accurate and
complete and that all persons executing and delivering origi9nals or copies of
documents examined by me were competent to execute and deliver such documents.
In addition, I have assumed that the Shares will not be issued for consideration
equal to less than the par value thereof and that the form of consideration to
be received by the Company for the Shares will be lawful consideration under the
Delaware Business Corporation Act.
Based on the foregoing and having due regard for the legal considerations I deem
relevant, I am of the opinion that the Shares, or any portion thereof, when
issued as described in the Registration Statement, will be validly issued by the
Company, fully paid and nonassessable.
This opinion is limited in all respects to the laws of the United States of
America.
This opinion may be filed as an exhibit to the Registration Statement.
Sincerely,
SARA CHURGIN, ESQ.
/s/ Sara Churgin
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
We hereby consent to the use in the Form S-8 Registration Statement via the Form
10-SB Registration Statement, of United Raceways, Inc., our report for the
period from May 29, 1998 (inception) to December 31, 1998 dated July 19, 1999
and our report for the period from May 29, 1998 (inception) to June 30, 1999
dated September 24, 1999, relating to the financial statements of United
Raceways, Inc. which appear in such Form 10-SB.
WEINBERG & COMPANY, P.A.
Certified Public Accountants
Boca Raton, Florida
November 18, 1999
EXHIBIT 99.1
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into the
1st of August, 1999, effective as of the 1st day of January, 1999, by and
between UNITED RACEWAYS, INC, a Delaware corporation ("Company") and Larry Todt
("Employee").
A. The Company wishes to engage the services of Employee as President to
the Company;
B. The Employee represents that it has no prior or existing legally binding
obligations that are in conflict with its entering into this Agreement; and
C. The Employee is willing to be so retained on the terms and conditions of
this Agreement.
NOW, THEREFORE, in consideration of the promises and the mutual
agreements hereinafter set forth, the parties hereto agree as follows:
1. Engagement. The Company hereby retains Employee as the President to
the Company, and Employee hereby accepts such engagement on the terms and
conditions hereinafter set forth.
2. Term. This Agreement shall be in effect for an initial term of one
year, commencing upon execution by both parties, and shall be renewable
automatically, without any action of the parties, on an annual basis thereafter,
unless either party gives the other written notice of an intention not to renew
this Agreement at least thirty (30) days prior to the end of the initial term or
any renewal term thereof.
3. Duties of Employee. The Company retains Employee to provide
Presidential duties on all matters pertaining to the business of the Company.
In its capacity as President and Employee to management of the
Company, Employee shall be required to devote at least 10 hours per week to the
business of the Company, Employee shall also be available, at the mutual
convenience of the parties, to evaluate specific matters or problems submitted
to Employee concerning management of the Company.
Employee shall render the services required in this Agreement as a
President. Deadlines in respect of the service and functions of Employee shall
be mutually agreed upon.
Employee shall use his best efforts to advance the business and
welfare of the Company, and shall not intentionally take any action adverse to
the best interests of the Company.
1
<PAGE>
4. Compensation. As full and complete compensation for any and all
services (except out-of-pocket expenses approved by the Company) that Employee
shall render to the Company, the Employee will receive $5,000.00 per month,
$60,000.00 annually. Payment of proceeds will be deferred until such time as
sufficient cash flow is available. Additionally, the Company shall make a
one-time grant of an option to purchase 100,000 restricted shares of the
Company's Common Stock, at $1.00 per share to be registered for resale under
Form S-8 or other available form as soon as reasonably practical. This option to
puchase commences August 1, 1999, and is terminated June 30, 2001.
5. Disclosure of Information. Employee recognizes and acknowledges as a
result of his engagement by the Company, he will have access to discover
information which is of a proprietary manner to the Company, including methods,
inventions, improvements, trade secrets, or discoveries, whether patentable or
not, and similar information relating to the Company's products and services. In
addition, information will or has been disclosed to Employee, or has been
discovered by Employee, concerning marketing plans, processes, products,
apparatus, techniques, know-how, trade secret, strategies, customer lists, and
technical requirements of customers of the Company. Employee agrees that he will
not, without the prior written approval of the Company, disclose any such
proprietary information of the Company to anyone not in the employ of the
Company, or use any such information other than for the purposes of this
Agreement. Employee agrees that he will not allow any other person engaged by
him to have access to any of the proprietary information unless he first obtains
such person's agreement not to disclose or use such information, and such
agreement is binding upon the Company, Employee, and such third person. These
obligations shall not apply, however, to information which is or becomes
generally available to the public through no fault of Employee.
6. Termination. This Agreement shall terminate on the earliest of:
(i) On August 1, 2000;
(ii) At Employee's option, upon a ninety
(90)day written notice; or
(iii) Upon mutual written agreement of the parties
hereto.
7. Notices. Any notice required or permitted to be given under this
Agreement shall be sufficient if in writing and personally delivered, or if sent
by certified mail, postage prepaid to its residence in the case of Employee, its
principal office in the case of the Company and shall be effective upon deposit
into the United States Postal Service, or in the case of personal delivery when
actually delivered. Such notice shall be directed to the individuals and
addresses below:
2
<PAGE>
Larry Todt
860 Via de la Paz, Suite E-1
Pacific Palisades, CA 90272
United Raceways, Inc.
860 Via de La Paz, Suite E-1
Pacific Palisades, CA 90272
8. Waiver. The waiver by the Company of a breach of any provision of
this Agreement by Employee shall not operate or be construed as a waiver of any
subsequent breach by Employee.
9. Binding Effect. This Agreement shall be binding upon and shall inure
to the benefit of the parties hereto, their respective heirs, representatives,
successors, and assigns, but shall not be assignable by Employee without the
prior written consent of the Company.
10. Severability. If any provision of this Agreement is held to be
contrary to law, that provision shall be deemed severable from the balance of
this Agreement, and the balance of this Agreement shall remain in force between
the parties to the fullest extent permitted by law.
11. Non-Competition. During the period of this Agreement, and for a six
(6) month period following termination thereof, Employee shall not provide
similar strategic, financial or operational advice to any organization offering
services and products similar to those developed and marketed by the Company.
12. Entire Agreement. This Agreement shall be deemed to express,
embody, and supersede all previous understandings, agreements and commitments,
whether written or oral, between the parties hereto with respect to the subject
matter hereof and to fully and finally set forth the entire agreement between
the parties hereto. No modifications shall be binding unless stated in writing
and signed by both parties hereto with the approval of the President of the
Company.
13. Governing Law; Venue; Arbitration. This Agreement shall be governed
by the laws of the State of California. Any dispute involving or affecting this
Agreement or the services to be performed shall be determined and resolved by
binding arbitration in the County of Los Angeles, State of California, in
accordance with the Commercial Arbitration Rules of the American Arbitration
Association.
14. Prior Agreements. This Agreement supersedes and renders null and
void all prior written or oral agreements by and between the Company or its
affiliates and Employee, except as provided herein or in any amendments or
addendums hereto.
3
<PAGE>
15. Survival of Covenants. Upon termination of this Agreement, for any
reason, the covenants contained in Sections 5, 11, 12, 13 and 15 shall survive
such termination.
16. Counterparts. This Agreement may be signed in two counterparts, but
both of which placed together, shall constitute one instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective the date set forth above.
COMPANY:
UNITED RACEWAYS, INC.
/s/ George Todt
By: _______________________________
George Todt, Director
EMPLOYEE:
LARRY TODT
/s/ Larry Todt
By: ________________________________
Larry Todt
EXHIBIT 99.2
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into the
1st of August, 1999, effective as of the 1st day of January, 1999, by and
between UNITED RACEWAYS, INC, a Delaware corporation ("Company") and James
Walters ("Employee").
A. The Company wishes to engage the services of Employee as Vice President
to the Company;
B. The Employee represents that it has no prior or existing legally binding
obligations that are in conflict with its entering into this Agreement; and
C. The Employee is willing to be so retained on the terms and conditions of
this Agreement.
NOW, THEREFORE, in consideration of the promises and the mutual
agreements hereinafter set forth, the parties hereto agree as follows:
1. Engagement. The Company hereby retains Employee as the Vice
President to the Company, and Employee hereby accepts such engagement on the
terms and conditions hereinafter set forth.
2. Term. This Agreement shall be in effect for an initial term of one
year, commencing upon execution by both parties, and shall be renewable
automatically, without any action of the parties, on an annual basis thereafter,
unless either party gives the other written notice of an intention not to renew
this Agreement at least thirty (30) days prior to the end of the initial term or
any renewal term thereof.
3. Duties of Employee. The Company retains Employee to provide Vice
Presidential duties on all matters pertaining to the business of the Company.
In its capacity as Vice President and Employee to management of the
Company, Employee shall be required to devote at least 10 hours per week to the
business of the Company, Employee shall also be available, at the mutual
convenience of the parties, to evaluate specific matters or problems submitted
to Employee concerning management of the Company.
Employee shall render the services required in this Agreement as a
Vice President. Deadlines in respect of the service and functions of Employee
shall be mutually agreed upon.
Employee shall use his best efforts to advance the business and
welfare of the Company, and shall not intentionally take any action adverse to
the best interests of the Company.
1
<PAGE>
4. Compensation. As full and complete compensation for any and all
services (except out-of-pocket expenses approved by the Company) that Employee
shall render to the Company, the Employee will receive $5,000.00 per month,
$60,000.00 annually. Payment of proceeds will be deferred until such time as
sufficient cash flow is available. Additionally, the Company shall make a
one-time grant of an option to purchase 100,000 restricted shares of the
Company's Common Stock, at $1.00 per share to be registered for resale under
Form S-8 or other available form as soon as reasonably practical. This option to
puchase commences August 1, 1999, and is terminated June 30, 2001.
5. Disclosure of Information. Employee recognizes and acknowledges as a
result of his engagement by the Company, he will have access to discover
information which is of a proprietary manner to the Company, including methods,
inventions, improvements, trade secrets, or discoveries, whether patentable or
not, and similar information relating to the Company's products and services. In
addition, information will or has been disclosed to Employee, or has been
discovered by Employee, concerning marketing plans, processes, products,
apparatus, techniques, know-how, trade secret, strategies, customer lists, and
technical requirements of customers of the Company. Employee agrees that he will
not, without the prior written approval of the Company, disclose any such
proprietary information of the Company to anyone not in the employ of the
Company, or use any such information other than for the purposes of this
Agreement. Employee agrees that he will not allow any other person engaged by
him to have access to any of the proprietary information unless he first obtains
such person's agreement not to disclose or use such information, and such
agreement is binding upon the Company, Employee, and such third person. These
obligations shall not apply, however, to information which is or becomes
generally available to the public through no fault of Employee.
6. Termination. This Agreement shall terminate on the earliest of:
(i) On August 1, 2000;
(ii) At Employee's option, upon a ninety (90)day written
notice; or
(iii) Upon mutual written agreement of the parties
hereto.
7. Notices. Any notice required or permitted to be given under this
Agreement shall be sufficient if in writing and personally delivered, or if sent
by certified mail, postage prepaid to its residence in the case of Employee, its
principal office in the case of the Company and shall be effective upon deposit
into the United States Postal Service, or in the case of personal delivery when
actually delivered. Such notice shall be directed to the individuals and
addresses below:
2
<PAGE>
James Walters
14724 Ventura Blvd, 2nd Floor
Sherman Oaks, CA 91403
United Raceways, Inc.
860 Via de La Paz, Suite E-1
Pacific Palisades, CA 90272
8. Waiver. The waiver by the Company of a breach of any
provision of this Agreement by Employee shall not operate or be construed as a
waiver of any subsequent breach by Employee.
9. Binding Effect. This Agreement shall be binding upon and shall inure
to the benefit of the parties hereto, their respective heirs, representatives,
successors, and assigns, but shall not be assignable by Employee without the
prior written consent of the Company.
10. Severability. If any provision of this Agreement is held to be
contrary to law, that provision shall be deemed severable from the balance of
this Agreement, and the balance of this Agreement shall remain in force between
the parties to the fullest extent permitted by law.
11. Non-Competition. During the period of this Agreement, and for a six
(6) month period following termination thereof, Employee shall not provide
similar strategic, financial or operational advice to any organization offering
services and products similar to those developed and marketed by the Company.
12. Entire Agreement. This Agreement shall be deemed to express,
embody, and supersede all previous understandings, agreements and commitments,
whether written or oral, between the parties hereto with respect to the subject
matter hereof and to fully and finally set forth the entire agreement between
the parties hereto. No modifications shall be binding unless stated in writing
and signed by both parties hereto with the approval of the Vice President of the
Company.
13. Governing Law; Venue; Arbitration. This Agreement shall be governed
by the laws of the State of California. Any dispute involving or affecting this
Agreement or the services to be performed shall be determined and resolved by
binding arbitration in the County of Los Angeles, State of California, in
accordance with the Commercial Arbitration Rules of the American Arbitration
Association.
14. Prior Agreements. This Agreement supersedes and renders null and
void all prior written or oral agreements by and between the Company or its
affiliates and Employee, except as provided herein or in any amendments or
addendums hereto.
3
<PAGE>
15. Survival of Covenants. Upon termination of this Agreement, for any
reason, the covenants contained in Sections 5, 11, 12, 13 and 15 shall survive
such termination.
16. Counterparts. This Agreement may be signed in two counterparts, but
both of which placed together, shall constitute one instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective the date set forth above.
COMPANY:
UNITED RACEWAYS, INC.
/s/ Larry Todt
By: _______________________________
Larry Todt
EMPLOYEE:
JAMES WALTERS
/s/ James Walters
By: ________________________________
James Walters
EXHIBIT 99.3
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT ("Agreement") is made and entered into as
effective the 12th day of November, 1999, by and between UNITED RACEWAYS, INC, a
Delaware corporation ("Company") and George Todt ("Consultant").
A. The Company wishes to engage the services of Consultant as an
independent contractor to the Company;
B. The Consultant represents that it has no prior or existing legally
binding obligations that are in conflict with its entering into this Agreement;
and
C. The Consultant is willing to be so retained on the terms and conditions
of this Agreement.
NOW, THEREFORE, in consideration of the promises and the mutual
agreements hereinafter set forth, the parties hereto agree as follows:
1. Engagement. The Company hereby retains Consultant as an independent
contractor to the Company, and Consultant hereby accepts such engagement on the
terms and conditions hereinafter set forth.
2. Term. This Agreement shall be in effect for an initial term of one
year, commencing upon execution by both parties, and shall be renewable
automatically, without any action of the parties, on an annual basis thereafter,
unless either party gives the other written notice of an intention not to renew
this Agreement at least thirty (30) days prior to the end of the initial term or
any renewal term thereof.
3. Duties of Consultant. The Company retains Consultant to provide
internet strategy advice and consultation to management on all matters
pertaining to the business of the Company.
In its capacity as advisor and consultant to management of the
Company, Consultant shall be required to devote at least 10 hours per month to
the business of the Company, but with the understanding and expectation that
Consultant will provide approximately 2.5 hours of consultation per week.
Consultant shall also be available, at the mutual convenience of the parties, to
evaluate specific matters or problems submitted to Consultant by management of
the Company.
Consultant shall render the services required in this Agreement as
an independent contractor. Deadlines in respect of the service and functions of
Consultant shall be mutually agreed upon. Consultant shall have no authority or
power of decision over any of the Company's activities or employees.
Consultant shall use his best efforts to advance the business and
welfare of the Company, and shall not intentionally take any action adverse to
the best interests of the Company.
1
<PAGE>
4. Compensation. As full and complete compensation for any and all
services (except out-of-pocket expenses approved by the Company) that Consultant
shall render to the Company, the Company shall make a one-time grant of 150,000
restricted shares of the Company's Common Stock to be registered for resale
under Form S-8 or other available form as soon as reasonably practical.
5. Disclosure of Information. Consultant recognizes and acknowledges as
a result of his engagement by the Company, he will have access to discover
information which is of a proprietary manner to the Company, including methods,
inventions, improvements, trade secrets, or discoveries, whether patentable or
not, and similar information relating to the Company's products and services. In
addition, information will or has been disclosed to Consultant, or has been
discovered by Consultant, concerning marketing plans, processes, products,
apparatus, techniques, know-how, trade secret, strategies, customer lists, and
technical requirements of customers of the Company. Consultant agrees that he
will not, without the prior written approval of the Company, disclose any such
proprietary information of the Company to anyone not in the employ of the
Company, or use any such information other than for the purposes of this
Agreement. Consultant agrees that he will not allow any other person engaged by
him to have access to any of the proprietary information unless he first obtains
such person's agreement not to disclose or use such information, and such
agreement is binding upon the Company, Consultant, and such third person. These
obligations shall not apply, however, to information which is or becomes
generally available to the public through no fault of Consultant.
6. Termination. This Agreement shall terminate on the earliest of:
(i) On May 12, 2000;
(ii) At Consultant's option, upon a ninety (90)day written
notice; or
(iii) Upon mutual written agreement of the parties
hereto.
7. Notices. Any notice required or permitted to be given under this
Agreement shall be sufficient if in writing and personally delivered, or if sent
by certified mail, postage prepaid to its residence in the case of Consultant,
its principal office in the case of the Company and shall be effective upon
deposit into the United States Postal Service, or in the case of personal
delivery when actually delivered. Such notice shall be directed to the
individuals and addresses below:
George Todt
860 Via de la Paz, Suite E-1
Pacific Palisades, CA 90272
2
<PAGE>
United Raceways, Inc.
P.O Box 52605
Knoxville, TN 37950
With a copy to be provided to:
Don Walker
P.O. Box 647
Van Buren, AR 72956
8. Waiver. The waiver by the Company of a breach of any provision of
this Agreement by Consultant shall not operate or be construed as a waiver of
any subsequent breach by Consultant.
9. Binding Effect. This Agreement shall be binding upon and shall inure
to the benefit of the parties hereto, their respective heirs, representatives,
successors, and assigns, but shall not be assignable by Consultant without the
prior written consent of the Company.
10. Severability. If any provision of this Agreement is held to be
contrary to law, that provision shall be deemed severable from the balance of
this Agreement, and the balance of this Agreement shall remain in force between
the parties to the fullest extent permitted by law.
11. Non-Competition. During the period of this Agreement, and for a six
(6) month period following termination thereof, Consultant shall not provide
similar strategic, financial or operational advice to any organization offering
services and products similar to those developed and marketed by the Company.
12. Entire Agreement. This Agreement shall be deemed to express,
embody, and supersede all previous understandings, agreements and commitments,
whether written or oral, between the parties hereto with respect to the subject
matter hereof and to fully and finally set forth the entire agreement between
the parties hereto. No modifications shall be binding unless stated in writing
and signed by both parties hereto with the approval of the President of the
Company.
13. Governing Law; Venue; Arbitration. This Agreement shall be governed
by the laws of the State of California. Any dispute involving or affecting this
Agreement or the services to be performed shall be determined and resolved by
binding arbitration in the County of Los Angeles, State of California, in
accordance with the Commercial Arbitration Rules of the American Arbitration
Association.
3
<PAGE>
14. Prior Agreements. This Agreement supersedes and renders null and
void all prior written or oral agreements by and between the Company or its
affiliates and Consultant, except as provided herein or in any amendments or
addendums hereto.
15. Survival of Covenants. Upon termination of this Agreement, for any
reason, the covenants contained in Sections 5, 11, 12, 13 and 15 shall survive
such termination.
16. Counterparts. This Agreement may be signed in two counterparts, but
both of which placed together, shall constitute one instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective the date set forth above.
COMPANY:
UNITED RACEWAYS, INC.
/s/ Wayne G. Story
By: _______________________________
Wayne G. Story
CONSULTANT:
GEORGE TODT
/s/ George Todt
By: ________________________________
George Todt
EXHIBIT 99.4
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT ("Agreement") is made and entered into as
effective the 11th day of November, 1999, by and between UNITED RACEWAYS, INC, a
Delaware corporation ("Company") and James Walters ("Consultant").
A. The Company wishes to engage the services of Consultant as an
independent contractor to the Company;
B. The Consultant represents that it has no prior or existing legally
binding obligations that are in conflict with its entering into this Agreement;
and
C. The Consultant is willing to be so retained on the terms and conditions
of this Agreement.
NOW, THEREFORE, in consideration of the promises and the mutual
agreements hereinafter set forth, the parties hereto agree as follows:
1. Engagement. The Company hereby retains Consultant as an independent
contractor to the Company, and Consultant hereby accepts such engagement on the
terms and conditions hereinafter set forth.
2. Term. This Agreement shall be in effect for an initial term of one
year, commencing upon execution by both parties, and shall be renewable
automatically, without any action of the parties, on an annual basis thereafter,
unless either party gives the other written notice of an intention not to renew
this Agreement at least thirty (30) days prior to the end of the initial term or
any renewal term thereof.
3. Duties of Consultant. The Company retains Consultant to provide
general strategic and management advice and consultation to management on all
matters pertaining to the business of the Company.
In its capacity as advisor and consultant to management of the
Company, Consultant shall be required to devote at least 10 hours per month to
the business of the Company, but with the understanding and expectation that
Consultant will provide approximately 2.5 hours of consultation per week.
Consultant shall also be available, at the mutual convenience of the parties, to
evaluate specific matters or problems submitted to Consultant by management of
the Company.
Consultant shall render the services required in this Agreement as
an independent contractor. Deadlines in respect of the service and functions of
Consultant shall be mutually agreed upon. Consultant shall have no authority or
power of decision over any of the Company's activities or employees.
Consultant shall use his best efforts to advance the business and
welfare of the Company, and shall not intentionally take any action adverse to
the best interests of the Company.
1
<PAGE>
4. Compensation. As full and complete compensation for any and all
services (except out-of-pocket expenses approved by the Company) that Consultant
shall render to the Company, the Company shall make a one-time grant of 150,000
restricted shares of the Company's Common Stock to be registered for resale
under Form S-8 or other available form as soon as reasonably practical.
5. Disclosure of Information. Consultant recognizes and acknowledges as
a result of his engagement by the Company, he will have access to discover
information which is of a proprietary manner to the Company, including methods,
inventions, improvements, trade secrets, or discoveries, whether patentable or
not, and similar information relating to the Company's products and services. In
addition, information will or has been disclosed to Consultant, or has been
discovered by Consultant, concerning marketing plans, processes, products,
apparatus, techniques, know-how, trade secret, strategies, customer lists, and
technical requirements of customers of the Company. Consultant agrees that he
will not, without the prior written approval of the Company, disclose any such
proprietary information of the Company to anyone not in the employ of the
Company, or use any such information other than for the purposes of this
Agreement. Consultant agrees that he will not allow any other person engaged by
him to have access to any of the proprietary information unless he first obtains
such person's agreement not to disclose or use such information, and such
agreement is binding upon the Company, Consultant, and such third person. These
obligations shall not apply, however, to information which is or becomes
generally available to the public through no fault of Consultant.
6. Termination. This Agreement shall terminate on the earliest of:
(i) On May 11, 2000;
(ii) At Consultant's option, upon a ninety (90)day written
notice; or
(iii) Upon mutual written agreement of the parties
hereto.
7. Notices. Any notice required or permitted to be given under this
Agreement shall be sufficient if in writing and personally delivered, or if sent
by certified mail, postage prepaid to its residence in the case of Consultant,
its principal office in the case of the Company and shall be effective upon
deposit into the United States Postal Service, or in the case of personal
delivery when actually delivered. Such notice shall be directed to the
individuals and addresses below:
James Walters
14724 Ventura Blvd., 2nd Floor
Sherman Oaks, CA 91403
2
<PAGE>
United Raceways, Inc.
P.O Box 52605
Knoxville, TN 37950
With a copy to be provided to:
Don Walker
P.O. Box 647
Van Buren, AR 72956
8. Waiver. The waiver by the Company of a breach of any provision of
this Agreement by Consultant shall not operate or be construed as a waiver of
any subsequent breach by Consultant.
9. Binding Effect. This Agreement shall be binding upon and shall inure
to the benefit of the parties hereto, their respective heirs, representatives,
successors, and assigns, but shall not be assignable by Consultant without the
prior written consent of the Company.
10. Severability. If any provision of this Agreement is held to be
contrary to law, that provision shall be deemed severable from the balance of
this Agreement, and the balance of this Agreement shall remain in force between
the parties to the fullest extent permitted by law.
11. Non-Competition. During the period of this Agreement, and for a six
(6) month period following termination thereof, Consultant shall not provide
similar strategic, financial or operational advice to any organization offering
services and products similar to those developed and marketed by the Company.
12. Entire Agreement. This Agreement shall be deemed to express,
embody, and supersede all previous understandings, agreements and commitments,
whether written or oral, between the parties hereto with respect to the subject
matter hereof and to fully and finally set forth the entire agreement between
the parties hereto. No modifications shall be binding unless stated in writing
and signed by both parties hereto with the approval of the President of the
Company.
13. Governing Law; Venue; Arbitration. This Agreement shall be governed
by the laws of the State of California. Any dispute involving or affecting this
Agreement or the services to be performed shall be determined and resolved by
binding arbitration in the County of Los Angeles, State of California, in
accordance with the Commercial Arbitration Rules of the American Arbitration
Association.
3
<PAGE>
14. Prior Agreements. This Agreement supersedes and renders null and
void all prior written or oral agreements by and between the Company or its
affiliates and Consultant, except as provided herein or in any amendments or
addendums hereto.
15. Survival of Covenants. Upon termination of this Agreement, for any
reason, the covenants contained in Sections 5, 11, 12, 13 and 15 shall survive
such termination.
16. Counterparts. This Agreement may be signed in two counterparts, but
both of which placed together, shall constitute one instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective the date set forth above.
COMPANY:
UNITED RACEWAYS, INC.
/s/ Wayne G. Story
By: _______________________________
Wayne G. Story
CONSULTANT:
JAMES WALTERS
/s/ James Walters
By: ________________________________
James Walters
EXHIBIT 99.5
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT ("Agreement") is made and entered into as
effective the 11th day of November, 1999, by and between UNITED RACEWAYS, INC, a
Delaware corporation ("Company") and Louis Geasland ("Consultant").
A. The Company wishes to engage the services of Consultant as an
independent contractor to the Company;
B. The Consultant represents that it has no prior or existing legally
binding obligations that are in conflict with its entering into this Agreement;
and
C. The Consultant is willing to be so retained on the terms and conditions
of this Agreement.
NOW, THEREFORE, in consideration of the promises and the mutual
agreements hereinafter set forth, the parties hereto agree as follows:
1. Engagement. The Company hereby retains Consultant as an independent
contractor to the Company, and Consultant hereby accepts such engagement on the
terms and conditions hereinafter set forth.
2. Term. This Agreement shall be in effect for an initial term of one
year, commencing upon execution by both parties, and shall be renewable
automatically, without any action of the parties, on an annual basis thereafter,
unless either party gives the other written notice of an intention not to renew
this Agreement at least thirty (30) days prior to the end of the initial term or
any renewal term thereof.
3. Duties of Consultant. The Company retains Consultant to provide
general strategic and product distribution advice and consultation to management
on all matters pertaining to the business of the Company.
In its capacity as advisor and consultant to management of the
Company, Consultant shall be required to devote at least 10 hours per month to
the business of the Company, but with the understanding and expectation that
Consultant will provide approximately 2.5 hours of consultation per week.
Consultant shall also be available, at the mutual convenience of the parties, to
evaluate specific matters or problems submitted to Consultant by management of
the Company.
Consultant shall render the services required in this Agreement as
an independent contractor. Deadlines in respect of the service and functions of
Consultant shall be mutually agreed upon. Consultant shall have no authority or
power of decision over any of the Company's activities or employees.
Consultant shall use his best efforts to advance the business and
welfare of the Company, and shall not intentionally take any action adverse to
the best interests of the Company.
1
<PAGE>
4. Compensation. As full and complete compensation for any and all
services (except out-of-pocket expenses approved by the Company) that Consultant
shall render to the Company, the Company shall make a one-time grant of 912,000
restricted shares of the Company's Common Stock to be registered for resale
under Form S-8 or other available form as soon as reasonably practical.
5. Disclosure of Information. Consultant recognizes and acknowledges as
a result of his engagement by the Company, he will have access to discover
information which is of a proprietary manner to the Company, including methods,
inventions, improvements, trade secrets, or discoveries, whether patentable or
not, and similar information relating to the Company's products and services. In
addition, information will or has been disclosed to Consultant, or has been
discovered by Consultant, concerning marketing plans, processes, products,
apparatus, techniques, know-how, trade secret, strategies, customer lists, and
technical requirements of customers of the Company. Consultant agrees that he
will not, without the prior written approval of the Company, disclose any such
proprietary information of the Company to anyone not in the employ of the
Company, or use any such information other than for the purposes of this
Agreement. Consultant agrees that he will not allow any other person engaged by
him to have access to any of the proprietary information unless he first obtains
such person's agreement not to disclose or use such information, and such
agreement is binding upon the Company, Consultant, and such third person. These
obligations shall not apply, however, to information which is or becomes
generally available to the public through no fault of Consultant.
6. Termination. This Agreement shall terminate on the earliest of:
(i) On May 11, 2000;
(ii) At Consultant's option, upon a ninety (90)day written
notice; or
(iii) Upon mutual written agreement of the parties
hereto.
7. Notices. Any notice required or permitted to be given under this
Agreement shall be sufficient if in writing and personally delivered, or if sent
by certified mail, postage prepaid to its residence in the case of Consultant,
its principal office in the case of the Company and shall be effective upon
deposit into the United States Postal Service, or in the case of personal
delivery when actually delivered. Such notice shall be directed to the
individuals and addresses below:
Louis Geasland
210 Hughes Hollow Rd.
Philadelphia, TN 37846
2
<PAGE>
United Raceways, Inc.
P.O Box 52605
Knoxville, TN 37950
With a copy to be provided to:
Don Walker
P.O. Box 647
Van Buren, AR 72956
8. Waiver. The waiver by the Company of a breach of any provision of
this Agreement by Consultant shall not operate or be construed as a waiver of
any subsequent breach by Consultant.
9. Binding Effect. This Agreement shall be binding upon and shall inure
to the benefit of the parties hereto, their respective heirs, representatives,
successors, and assigns, but shall not be assignable by Consultant without the
prior written consent of the Company.
10. Severability. If any provision of this Agreement is held to be
contrary to law, that provision shall be deemed severable from the balance of
this Agreement, and the balance of this Agreement shall remain in force between
the parties to the fullest extent permitted by law.
11. Non-Competition. During the period of this Agreement, and for a six
(6) month period following termination thereof, Consultant shall not provide
similar strategic, financial or operational advice to any organization offering
services and products similar to those developed and marketed by the Company.
12. Entire Agreement. This Agreement shall be deemed to express,
embody, and supersede all previous understandings, agreements and commitments,
whether written or oral, between the parties hereto with respect to the subject
matter hereof and to fully and finally set forth the entire agreement between
the parties hereto. No modifications shall be binding unless stated in writing
and signed by both parties hereto with the approval of the President of the
Company.
13. Governing Law; Venue; Arbitration. This Agreement shall be governed
by the laws of the State of California. Any dispute involving or affecting this
Agreement or the services to be performed shall be determined and resolved by
binding arbitration in the County of Los Angeles, State of California, in
accordance with the Commercial Arbitration Rules of the American Arbitration
Association.
3
<PAGE>
14. Prior Agreements. This Agreement supersedes and renders null and
void all prior written or oral agreements by and between the Company or its
affiliates and Consultant, except as provided herein or in any amendments or
addendums hereto.
15. Survival of Covenants. Upon termination of this Agreement, for any
reason, the covenants contained in Sections 5, 11, 12, 13 and 15 shall survive
such termination.
16. Counterparts. This Agreement may be signed in two counterparts, but
both of which placed together, shall constitute one instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective the date set forth above.
COMPANY:
UNITED RACEWAYS, INC.
By: _______________________________
CONSULTANT:
Louis Geasland
By: ________________________________
Louis Geasland
EXHIBIT 99.6
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT ("Agreement") is made and entered into as
effective the 11th day of November, 1999, by and between UNITED RACEWAYS, INC, a
Delaware corporation ("Company") and Bruce Bell ("Consultant").
A. The Company wishes to engage the services of Consultant as an
independent contractor to the Company;
B. The Consultant represents that it has no prior or existing legally
binding obligations that are in conflict with its entering into this Agreement;
and
C. The Consultant is willing to be so retained on the terms and conditions
of this Agreement.
NOW, THEREFORE, in consideration of the promises and the mutual
agreements hereinafter set forth, the parties hereto agree as follows:
1. Engagement. The Company hereby retains Consultant as an independent
contractor to the Company, and Consultant hereby accepts such engagement on the
terms and conditions hereinafter set forth.
2. Term. This Agreement shall be in effect for an initial term of one
year, commencing upon execution by both parties, and shall be renewable
automatically, without any action of the parties, on an annual basis thereafter,
unless either party gives the other written notice of an intention not to renew
this Agreement at least thirty (30) days prior to the end of the initial term or
any renewal term thereof.
3. Duties of Consultant. The Company retains Consultant to provide
general strategic and product distribution advice and consultation to management
on all matters pertaining to the business of the Company.
In its capacity as advisor and consultant to management of the
Company, Consultant shall be required to devote at least 10 hours per month to
the business of the Company, but with the understanding and expectation that
Consultant will provide approximately 2.5 hours of consultation per week.
Consultant shall also be available, at the mutual convenience of the parties, to
evaluate specific matters or problems submitted to Consultant by management of
the Company.
Consultant shall render the services required in this Agreement as
an independent contractor. Deadlines in respect of the service and functions of
Consultant shall be mutually agreed upon. Consultant shall have no authority or
power of decision over any of the Company's activities or employees.
Consultant shall use his best efforts to advance the business and
welfare of the Company, and shall not intentionally take any action adverse to
the best interests of the Company.
1
<PAGE>
4. Compensation. As full and complete compensation for any and all
services (except out-of-pocket expenses approved by the Company) that Consultant
shall render to the Company, the Company shall make a one-time grant of
1,250,000 restricted shares of the Company's Common Stock to be registered for
resale under Form S-8 or other available form as soon as reasonably practical.
5. Disclosure of Information. Consultant recognizes and acknowledges as
a result of his engagement by the Company, he will have access to discover
information which is of a proprietary manner to the Company, including methods,
inventions, improvements, trade secrets, or discoveries, whether patentable or
not, and similar information relating to the Company's products and services. In
addition, information will or has been disclosed to Consultant, or has been
discovered by Consultant, concerning marketing plans, processes, products,
apparatus, techniques, know-how, trade secret, strategies, customer lists, and
technical requirements of customers of the Company. Consultant agrees that he
will not, without the prior written approval of the Company, disclose any such
proprietary information of the Company to anyone not in the employ of the
Company, or use any such information other than for the purposes of this
Agreement. Consultant agrees that he will not allow any other person engaged by
him to have access to any of the proprietary information unless he first obtains
such person's agreement not to disclose or use such information, and such
agreement is binding upon the Company, Consultant, and such third person. These
obligations shall not apply, however, to information which is or becomes
generally available to the public through no fault of Consultant.
6. Termination. This Agreement shall terminate on the earliest of:
(i) On May 11, 2000;
(ii) At Consultant's option, upon a ninety (90)day written
notice; or
(iii) Upon mutual written agreement of the parties
hereto.
7. Notices. Any notice required or permitted to be given under this
Agreement shall be sufficient if in writing and personally delivered, or if sent
by certified mail, postage prepaid to its residence in the case of Consultant,
its principal office in the case of the Company and shall be effective upon
deposit into the United States Postal Service, or in the case of personal
delivery when actually delivered. Such notice shall be directed to the
individuals and addresses below:
Bruce Bell
21975 Bell Lane
Rogers, AR 72756
2
<PAGE>
United Raceways, Inc.
P.O Box 52605
Knoxville, TN 37950
With a copy to be provided to:
Don Walker
P.O. Box 647
Van Buren, AR 72956
8. Waiver. The waiver by the Company of a breach of any provision of
this Agreement by Consultant shall not operate or be construed as a waiver of
any subsequent breach by Consultant.
9. Binding Effect. This Agreement shall be binding upon and shall inure
to the benefit of the parties hereto, their respective heirs, representatives,
successors, and assigns, but shall not be assignable by Consultant without the
prior written consent of the Company.
10. Severability. If any provision of this Agreement is held to be
contrary to law, that provision shall be deemed severable from the balance of
this Agreement, and the balance of this Agreement shall remain in force between
the parties to the fullest extent permitted by law.
11. Non-Competition. During the period of this Agreement, and for a six
(6) month period following termination thereof, Consultant shall not provide
similar strategic, financial or operational advice to any organization offering
services and products similar to those developed and marketed by the Company.
12. Entire Agreement. This Agreement shall be deemed to express,
embody, and supersede all previous understandings, agreements and commitments,
whether written or oral, between the parties hereto with respect to the subject
matter hereof and to fully and finally set forth the entire agreement between
the parties hereto. No modifications shall be binding unless stated in writing
and signed by both parties hereto with the approval of the President of the
Company.
13. Governing Law; Venue; Arbitration. This Agreement shall be governed
by the laws of the State of California. Any dispute involving or affecting this
Agreement or the services to be performed shall be determined and resolved by
binding arbitration in the County of Los Angeles, State of California, in
accordance with the Commercial Arbitration Rules of the American Arbitration
Association.
3
<PAGE>
14. Prior Agreements. This Agreement supersedes and renders null and
void all prior written or oral agreements by and between the Company or its
affiliates and Consultant, except as provided herein or in any amendments or
addendums hereto.
15. Survival of Covenants. Upon termination of this Agreement, for any
reason, the covenants contained in Sections 5, 11, 12, 13 and 15 shall survive
such termination.
16. Counterparts. This Agreement may be signed in two counterparts, but
both of which placed together, shall constitute one instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective the date set forth above.
COMPANY:
UNITED RACEWAYS, INC.
By: _______________________________
CONSULTANT:
Bruce Bell
By: ________________________________
Bruce Bell
EXHIBIT 99.7
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT ("Agreement") is made and entered into as
effective the 11th day of November, 1999, by and between UNITED RACEWAYS, INC, a
Delaware corporation ("Company") and Victor Ashamallah ("Consultant").
A. The Company wishes to engage the services of Consultant as an
independent contractor to the Company;
B. The Consultant represents that it has no prior or existing legally
binding obligations that are in conflict with its entering into this Agreement;
and
C. The Consultant is willing to be so retained on the terms and conditions
of this Agreement.
NOW, THEREFORE, in consideration of the promises and the mutual
agreements hereinafter set forth, the parties hereto agree as follows:
1. Engagement. The Company hereby retains Consultant as an independent
contractor to the Company, and Consultant hereby accepts such engagement on the
terms and conditions hereinafter set forth.
2. Term. This Agreement shall be in effect for an initial term of one
year, commencing upon execution by both parties, and shall be renewable
automatically, without any action of the parties, on an annual basis thereafter,
unless either party gives the other written notice of an intention not to renew
this Agreement at least thirty (30) days prior to the end of the initial term or
any renewal term thereof.
3. Duties of Consultant. The Company retains Consultant to provide
general strategic and marketing advice and consultation to management on all
matters pertaining to the business of the Company.
In its capacity as advisor and consultant to management of the
Company, Consultant shall be required to devote at least 10 hours per month to
the business of the Company, but with the understanding and expectation that
Consultant will provide approximately 2.5 hours of consultation per week.
Consultant shall also be available, at the mutual convenience of the parties, to
evaluate specific matters or problems submitted to Consultant by management of
the Company.
Consultant shall render the services required in this Agreement as
an independent contractor. Deadlines in respect of the service and functions of
Consultant shall be mutually agreed upon. Consultant shall have no authority or
power of decision over any of the Company's activities or employees.
Consultant shall use his best efforts to advance the business and
welfare of the Company, and shall not intentionally take any action adverse to
the best interests of the Company.
1
<PAGE>
4. Compensation. As full and complete compensation for any and all
services (except out-of-pocket expenses approved by the Company) that Consultant
shall render to the Company, the Company shall make a one-time grant of
1,200,000 restricted shares of the Company's Common Stock to be registered for
resale under Form S-8 or other available form as soon as reasonably practical.
5. Disclosure of Information. Consultant recognizes and acknowledges as
a result of his engagement by the Company, he will have access to discover
information which is of a proprietary manner to the Company, including methods,
inventions, improvements, trade secrets, or discoveries, whether patentable or
not, and similar information relating to the Company's products and services. In
addition, information will or has been disclosed to Consultant, or has been
discovered by Consultant, concerning marketing plans, processes, products,
apparatus, techniques, know-how, trade secret, strategies, customer lists, and
technical requirements of customers of the Company. Consultant agrees that he
will not, without the prior written approval of the Company, disclose any such
proprietary information of the Company to anyone not in the employ of the
Company, or use any such information other than for the purposes of this
Agreement. Consultant agrees that he will not allow any other person engaged by
him to have access to any of the proprietary information unless he first obtains
such person's agreement not to disclose or use such information, and such
agreement is binding upon the Company, Consultant, and such third person. These
obligations shall not apply, however, to information which is or becomes
generally available to the public through no fault of Consultant.
6. Termination. This Agreement shall terminate on the earliest of:
(i) On May 11, 2000;
(ii) At Consultant's option, upon a ninety (90)day written
notice; or
(iii) Upon mutual written agreement of the parties
hereto.
7. Notices. Any notice required or permitted to be given under this
Agreement shall be sufficient if in writing and personally delivered, or if sent
by certified mail, postage prepaid to its residence in the case of Consultant,
its principal office in the case of the Company and shall be effective upon
deposit into the United States Postal Service, or in the case of personal
delivery when actually delivered. Such notice shall be directed to the
individuals and addresses below:
Victor Ashamallah
1920 South Shenandoah St. #9
Los Angeles, CA 90034
2
<PAGE>
United Raceways, Inc.
P.O Box 52605
Knoxville, TN 37950
With a copy to be provided to:
Don Walker
P.O. Box 647
Van Buren, AR 72956
8. Waiver. The waiver by the Company of a breach of any provision of
this Agreement by Consultant shall not operate or be construed as a waiver of
any subsequent breach by Consultant.
9. Binding Effect. This Agreement shall be binding upon and shall inure
to the benefit of the parties hereto, their respective heirs, representatives,
successors, and assigns, but shall not be assignable by Consultant without the
prior written consent of the Company.
10. Severability. If any provision of this Agreement is held to be
contrary to law, that provision shall be deemed severable from the balance of
this Agreement, and the balance of this Agreement shall remain in force between
the parties to the fullest extent permitted by law.
11. Non-Competition. During the period of this Agreement, and for a six
(6) month period following termination thereof, Consultant shall not provide
similar strategic, financial or operational advice to any organization offering
services and products similar to those developed and marketed by the Company.
12. Entire Agreement. This Agreement shall be deemed to express,
embody, and supersede all previous understandings, agreements and commitments,
whether written or oral, between the parties hereto with respect to the subject
matter hereof and to fully and finally set forth the entire agreement between
the parties hereto. No modifications shall be binding unless stated in writing
and signed by both parties hereto with the approval of the President of the
Company.
13. Governing Law; Venue; Arbitration. This Agreement shall be governed
by the laws of the State of California. Any dispute involving or affecting this
Agreement or the services to be performed shall be determined and resolved by
binding arbitration in the County of Los Angeles, State of California, in
accordance with the Commercial Arbitration Rules of the American Arbitration
Association.
3
<PAGE>
14. Prior Agreements. This Agreement supersedes and renders null and
void all prior written or oral agreements by and between the Company or its
affiliates and Consultant, except as provided herein or in any amendments or
addendums hereto.
15. Survival of Covenants. Upon termination of this Agreement, for any
reason, the covenants contained in Sections 5, 11, 12, 13 and 15 shall survive
such termination.
16. Counterparts. This Agreement may be signed in two counterparts, but
both of which placed together, shall constitute one instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective the date set forth above.
COMPANY:
UNITED RACEWAYS, INC.
/s/ Wayne G. Story
By: _______________________________
Wayne G. Story
CONSULTANT:
VICTOR ASHAMALLAH
/s/ Victor Ashamallah
By: ________________________________
Victor Ashamallah
EXHIBIT 99.8
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT ("Agreement") is made and entered into as
effective the 11th day of November, 1999, by and between UNITED RACEWAYS, INC, a
Delaware corporation ("Company") and James M. Brown, Jr. ("Consultant").
A. The Company wishes to engage the services of Consultant as an
independent contractor to the Company;
B. The Consultant represents that it has no prior or existing legally
binding obligations that are in conflict with its entering into this Agreement;
and
C. The Consultant is willing to be so retained on the terms and conditions
of this Agreement.
NOW, THEREFORE, in consideration of the promises and the mutual
agreements hereinafter set forth, the parties hereto agree as follows:
1. Engagement. The Company hereby retains Consultant as an independent
contractor to the Company, and Consultant hereby accepts such engagement on the
terms and conditions hereinafter set forth.
2. Term. This Agreement shall be in effect for an initial term of one
year, commencing upon execution by both parties, and shall be renewable
automatically, without any action of the parties, on an annual basis thereafter,
unless either party gives the other written notice of an intention not to renew
this Agreement at least thirty (30) days prior to the end of the initial term or
any renewal term thereof.
3. Duties of Consultant. The Company retains Consultant to provide
general legal and acquisitions advice and consultation to management on all
matters pertaining to the business of the Company.
In its capacity as advisor and consultant to management of the
Company, Consultant shall be required to devote at least 10 hours per month to
the business of the Company, but with the understanding and expectation that
Consultant will provide approximately 2.5 hours of consultation per week.
Consultant shall also be available, at the mutual convenience of the parties, to
evaluate specific matters or problems submitted to Consultant by management of
the Company.
Consultant shall render the services required in this Agreement as
an independent contractor. Deadlines in respect of the service and functions of
Consultant shall be mutually agreed upon. Consultant shall have no authority or
power of decision over any of the Company's activities or employees.
Consultant shall use his best efforts to advance the business and
welfare of the Company, and shall not intentionally take any action adverse to
the best interests of the Company.
1
<PAGE>
4. Compensation. As full and complete compensation for any and all
services (except out-of-pocket expenses approved by the Company) that Consultant
shall render to the Company, the Company shall make a one-time grant of
1,200,000 restricted shares of the Company's Common Stock to be registered for
resale under Form S-8 or other available form as soon as reasonably practical.
5. Disclosure of Information. Consultant recognizes and acknowledges as
a result of his engagement by the Company, he will have access to discover
information which is of a proprietary manner to the Company, including methods,
inventions, improvements, trade secrets, or discoveries, whether patentable or
not, and similar information relating to the Company's products and services. In
addition, information will or has been disclosed to Consultant, or has been
discovered by Consultant, concerning marketing plans, processes, products,
apparatus, techniques, know-how, trade secret, strategies, customer lists, and
technical requirements of customers of the Company. Consultant agrees that he
will not, without the prior written approval of the Company, disclose any such
proprietary information of the Company to anyone not in the employ of the
Company, or use any such information other than for the purposes of this
Agreement. Consultant agrees that he will not allow any other person engaged by
him to have access to any of the proprietary information unless he first obtains
such person's agreement not to disclose or use such information, and such
agreement is binding upon the Company, Consultant, and such third person. These
obligations shall not apply, however, to information which is or becomes
generally available to the public through no fault of Consultant.
6. Termination. This Agreement shall terminate on the earliest of:
(i) On May 11, 2000;
(ii) At Consultant's option, upon a ninety (90)day written
notice; or
(iii) Upon mutual written agreement of the parties
hereto.
7. Notices. Any notice required or permitted to be given under this
Agreement shall be sufficient if in writing and personally delivered, or if sent
by certified mail, postage prepaid to its residence in the case of Consultant,
its principal office in the case of the Company and shall be effective upon
deposit into the United States Postal Service, or in the case of personal
delivery when actually delivered. Such notice shall be directed to the
individuals and addresses below:
James M. Brown, Jr.
8512 Crosswind
Fort Worth, TX 76179
2
<PAGE>
United Raceways, Inc.
P.O Box 52605
Knoxville, TN 37950
With a copy to be provided to:
Don Walker
P.O. Box 647
Van Buren, AR 72956
8. Waiver. The waiver by the Company of a breach of any provision of
this Agreement by Consultant shall not operate or be construed as a waiver of
any subsequent breach by Consultant.
9. Binding Effect. This Agreement shall be binding upon and shall inure
to the benefit of the parties hereto, their respective heirs, representatives,
successors, and assigns, but shall not be assignable by Consultant without the
prior written consent of the Company.
10. Severability. If any provision of this Agreement is held to be
contrary to law, that provision shall be deemed severable from the balance of
this Agreement, and the balance of this Agreement shall remain in force between
the parties to the fullest extent permitted by law.
11. Non-Competition. During the period of this Agreement, and for a six
(6) month period following termination thereof, Consultant shall not provide
similar strategic, financial or operational advice to any organization offering
services and products similar to those developed and marketed by the Company.
12. Entire Agreement. This Agreement shall be deemed to express,
embody, and supersede all previous understandings, agreements and commitments,
whether written or oral, between the parties hereto with respect to the subject
matter hereof and to fully and finally set forth the entire agreement between
the parties hereto. No modifications shall be binding unless stated in writing
and signed by both parties hereto with the approval of the President of the
Company.
13. Governing Law; Venue; Arbitration. This Agreement shall be governed
by the laws of the State of California. Any dispute involving or affecting this
Agreement or the services to be performed shall be determined and resolved by
binding arbitration in the County of Los Angeles, State of California, in
accordance with the Commercial Arbitration Rules of the American Arbitration
Association.
3
<PAGE>
14. Prior Agreements. This Agreement supersedes and renders null and
void all prior written or oral agreements by and between the Company or its
affiliates and Consultant, except as provided herein or in any amendments or
addendums hereto.
15. Survival of Covenants. Upon termination of this Agreement, for any
reason, the covenants contained in Sections 5, 11, 12, 13 and 15 shall survive
such termination.
16. Counterparts. This Agreement may be signed in two counterparts, but
both of which placed together, shall constitute one instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective the date set forth above.
COMPANY:
UNITED RACEWAYS, INC.
/s/ Wayne G. Story
By: _______________________________
Wayne G. Story
CONSULTANT:
JAMES M. BROWN, JR.
/s/ James M. Brown, Jr.
By: ________________________________
James M. Brown, Jr.
