UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BROWSESAFE.COM, INC.
(Exact name of registrant as specified in its charter)
NEVADA 35-2090110
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
7202 EAST 87TH STREET, SUITE 109
INDIANAPOLIS, INDIANA 46256
CONSULTING AGREEMENTS
(Full Title of the Plan)
MARK W. SMITH, 335 WEST 9TH STREET, SUITE 100,
INDIANAPOLIS, INDIANA 46204-3003
(Name and address of agent for service)
Copies of Communications to:
MARK W. SMITH
7202 EAST 87TH STREET, SUITE 109
INDIANAPOLIS, INDIANA 46256
<PAGE>
CALCULATION OF REGISTRATION FEE
CONSULTING AGREEMENTS
<TABLE>
<CAPTION>
Proposed
Proposed Maximum
Maximum Aggregate Amount of
Securities Amount To Be Offering Price Offering Registration
To Be Registered Registered Per Share Price Fee
<S> <C> <C> <C> <C>
Common Stock
$0.001 per share
(Issued Under Consulting
Agreements) 250,000 $4.50 $1,125,000 $297.00 (1)
50,000 $1.00 $ 50,000 $13.20 (2)
100,000 $ .35 $35,000 $ 9.24 (2)
100,000 $ .70 $70,000 $18.48 (2)
100,000 $1 .40 $ 140,000 $36.96 (2)
------
Total $374.88
</TABLE>
(1) Estimated pursuant to Rule 457(c) solely for purposes of calculating amount
of registration fee, based upon the closing price of the Company's common Stock
reported on March 17, 2000, as quoted on the National Quotation Bureau Pink
Sheets.
(2) Calculated according to Rule 457(h), based upon the exercise price of
options covering the underlying common stock to be issued under the consulting
agreements.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. PLAN INFORMATION
This registration statement relates to the offer and sale of common
stock, $.001 par value (the "Common Stock") of BrowseSafe.com, Inc. to two
outside consultants. One agreement with Ronald Ardt (the "Ardt") represents
payment by the Company to Ardt for services rendered in connection with the
Confidential Investment Banking Consulting Agreement which is incorporated
herewith and is an Exhibit hereto. In connection therewith, Ardt will be issued
550,000 shares of Common Stock in the aggregate. The second agreement is with
Len Shorkey for services rendered in connection with a Consulting Agreement
which is incorporated herewith and is an Exhibit hereto. In connection
therewith, Shorkey will be issued 50,000 shares of Common Stock in the
aggregate. This summary should be read in conjunction with said consulting
agreements.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN INFORMATION
Upon written or oral request, any of the documents incorporated by
reference in Item 3 of Part II of this Registration Statement (which documents
are incorporated by reference in
<PAGE>
this Section 10(a) Prospectus, other documents required to be delivered to
eligible employees pursuant to Rule 428(b) or additional information about the
consulting agreements are available without charge by contacting:
BrowseSafe.com, Inc.
7202 East 87th Street, Suite 109
Indianapolis, Indiana 46256
317-915-9301
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The Company's Registration Statement, on Form 10-SB (File No.
0-282793), filed on November 24, 1999, including any amendments, is incorporated
herein by reference. All other reports filed by the Company pursuant to Sections
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") since the end of the fiscal year covered by the foregoing Registration
Statement are incorporated herein by reference. All other reports or documents
filed by the Company pursuant to the requirements of Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act, subsequent to the date of this Registration
Statement and prior to the termination of the offering of the securities offered
hereby, shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of filing of such reports or documents. Any statements
contained in a document incorporated herein by reference shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any subsequently filed document which
also is incorporated herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
The description of the Company's Common Stock, the class of securities
offered pursuant to this Registration Statement, is contained in the Company's
Registration Statement, on Form 10-SB (File No. 0-282793), filed on November 24,
1999, and is incorporated herein by reference, including any subsequent
amendments or reports filed for the purpose of updating that description.
ITEM 4. DESCRIPTION OF SECURITIES
The class of securities to be offered is registered under Section 12 of
the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's bylaws provide that it shall indemnify its officers and
directors, and its former officers and directors, against all expenses
(including attorney's fees), claims, judgments, liabilities, and amounts paid in
settlement arising out of his or her services on behalf of the Company subject
to the qualifications contained in Nevada law as it now exists, except that no
such persons shall be indemnified against, or be reimbursed for, any expense
incurred in connection with any claim or liability arising out of his or her own
negligence or willful misconduct. Nevada law provides the Company cannot
indemnify its officers, directors, employees and agents when it asserts a direct
claim against them and a court of competent jurisdiction finds that they are
liable to the Company except as allowed by a court of competent jurisdiction.
Nevada law generally provides that a corporation shall have such power
to indemnify officers, directors, employees and agents to the extent they acted
in good faith in a manner they reasonably believed to be in, or not opposed to,
the best interests of the corporation and, with respect to any criminal action
or proceeding, had no reasonable cause to believe the conduct was unlawful.
Nevada law also generally provides in the event an officer, director, employee
or agent shall be judged liable, enter into a settlement, or any other
resolution of the claim, except when a claim is brought by the Company, such
indemnification shall apply if approved by the court in which the action was
brought, or by a majority vote of the board of directors (excluding any
directors who were party to such action), or by independent legal counsel in a
written opinion, or by a majority vote of stockholders. Nevada law also
generally provides that in the event an officer, director, employee or agent is
successful on the merits or otherwise in defense of any action, suit or
proceeding, the Company shall indemnify him or her against expenses including
attorneys' fees.
As of March, 2000, the Company does not have, but reserves the right to
purchase and maintain, directors and officers insurance insuring its directors
and officers against any liability arising out of their status as such,
regardless of whether the Company has the power to indemnify such persons
against such liability under applicable law.
Insofar as indemnification for liabilities arising under the Securities
Exchange Act of 1934 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 Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.
Nevada Revised Statute Section 78.037 states that a Nevada
corporation's articles of incorporation may include provisions to the effect
that directors of the Company shall not be personally liable to the Company or
its shareholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for acts or omissions which involve
intentional misconduct, fraud or a knowing violation of law, or (ii) for the
payment of distributions under Nevada Revised Statute Section 78.300. The
Company's articles of incorporation include provisions of the type permitted by
Nevada Revised Statute Section 78.037.
<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
Reference is made to the Exhibit Index.
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 of 1933;
(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, represents a fundamental change in the information set forth in the
registration statement;
(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 (1)(i) and (1) (ii) do not apply
if the registration statement is on Form S-3, Form S-8, or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15 (d) of Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(b) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
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.
(2) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report
<PAGE>
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, 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 of 1933 (the "Act") may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions
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 Act and is, therefore, unenforceable. In the event a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or 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 Act and will
be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of 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 Indianapolis, State of Indiana, on the 8th day of
March, 2000.
BROWSESAFE.COM, INC.
By /s/ Mark W. Smith
-------------------------
Mark W. Smith, President/
Chief Executive Officer
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Mark W. Smith, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her 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 and any other regulatory authority, granting unto said
attorney-in-fact and agent, full power and authority to do and perform each and
every act and thing required and necessary to be done in and about the premises,
as fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
or her substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on March 8, 2000, by the following
persons in the capacities indicated.
/s/ Ted P. O'Brien Director and Vice President March 8, 2000
- -----------------------------
Ted P. O'Brien
/s/ Gregory P. Urbanski Director and Chief Financial March 8, 1999
- ----------------------------- Officer
Gregory P. Urbanski
/s/ J. Marshall Gage Director and Vice President March 8, 2000
- -----------------------------
J. Marshall Gage
EXHIBIT INDEX
The following exhibits are filed as a part of the Registration Statement:
Exhibit 4.1 Confidential Investment Banking Consulting Agreement with Ronald
Ardt
Exhibit 4.2 Consulting Agreement with Len Shorkey
Exhibit 5 Opinion Lowe Gray Steele & Darko, LLP
Exhibit 23.1 Consent of Katz Sapper & Miller, LLP
Exhibit 23.2 Consent of Lowe Gray Steele & Darko, LLP - included in Exhibit 5
Exhibit 24 Power of Attorney - included on the signature page hereof
EXHIBIT 4.1
CONFIDENTIAL INVESTMENT BANKING CONSULTING AGREEMENT FOR
BrowseSafe.com, Inc.
This Agreement is made as of Thursday, November 18, 1999 by and between Mr.
Mark W. Smith, President and CEO, BrowseSafe.com, Inc., ("Client"), with its
principal place of business at 335 West 9th Street, Suite 100, Indianapolis, IN
46202-3003 and Ronald Ardt ("ARDT") as President and CEO of Business Investor
Services, Inc., a Texas Corporation, ("BIS") with its principal offices at
15400 Knoll Trail, Suite 200, Dallas, TX 75248.
CONFIDENTIAL DOCUMENT
FOR THE EYES AND USE OF
ONLY THE PARTIES HERETO
Witnesseth
WHEREAS, Client requires expertise in the area of business consulting to
support its further business expansion, development and growth, and
WHEREAS, ARDT through his investment banking experience is in the
business of providing advisory services including business development and risk
planning, as well as merchant banking services; including finding sources of
investment capital;
NOW, THEREFORE, in consideration of the premises above and the mutual
promises and covenants contained herein and subject specifically to the
conditions hereof, and for other good and valuable consideration, receipt of
which is hereby acknowledged by each party, the parties intending to be legally
bound thereby agree that all of the foregoing recitals are true and agree as
follows:
1. Certain Definitions: When used in this Agreement, the following terms shall
have the meanings set forth below:
1.1 Affiliate - any persons or entities controlled by a party.
1.2 Client - the organizations or legal entities who use the services
of ARDT. Unless specifically stated otherwise, the term "Client"
shall also include the clients of the Client.
1.3 Client Affiliates - the organizations or legal entities
affiliated with the Client who uses the services of ARDT through
the Client.
<PAGE>
1.4 Contact Person - The person who shall be primarily responsible
for carrying out the duties of the parties hereunder. Client and
ARDT shall each appoint a Contact Person to be responsible for
their respective duties. In the event that one party gives notice
to the other party in writing that, in their reasonable opinion,
the other party's Contact Person is not able to fulfill their
duties and responsibilities hereunder, both parties shall
mutually agree upon a replacement Contact Person within 10 days
of the said notice.
1.5 Extraordinary Expenses - expenditures that are beyond those
expenses that are usual, regular, or customary in the conduct of
in-house activities in fulfillment of the scope of this
agreement.
1.6 Equity - cash, securities or liquid assets, specifically
excluding real property.
1.7 Payment or Payable in kind - distribution of the proceeds of a
transaction in the same type and form as was given as valuable
consideration for the transaction.
2. Contact Persons. The Contact Person for Client is Mr. Mark Smith, President
and CEO. The Contact Person for ARDT is Ronald Ardt.
3. Services to be rendered by ARDT. Client hereby engages ARDT and ARDT accepts
such engagement upon the terms of this Agreement to provide the following
services:
3.1 Advice and Counsel (Interface Consulting). ARDT will participate
with management of the Client, professionals and advisors to
provide advice and counsel in relation to Client's strategic
CONFIDENTIAL INVESTMENT BANKING AGREEMENT: Page 1 of 9
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PGPG ARDT IBCA 111899 (C) 1999 Ronald Ardt
<PAGE>
business and financial plans, and other strategies, including but
not limited to, identification and negotiations with potential
lenders or investors, merger or acquisition candidates, joint
ventures, corporate partners and others involving strategic
financially related transactions, as well as marketing and public
relation matters as requested by Client. ARDT may provide
additional merger and acquisition candidates and strategies so as
to assist Client in its corporate expansion and business
development.
3.2 Client and/or Client Transaction Due Diligence (Research). ARDT
will participate with management of the Client, professionals,
affiliates and advisors to undertake due diligence on all
proposed financial transactions affecting the Client, including
investigation and advice on the financial, valuation and stock
price implications thereof. Client may be introduced to
affiliates of ARDT and others to perform certain due diligence
and valuation functions, however Client shall not be required to
use these referrals, but may source this work to others provided
that the information and services are of equal or better
competency. Notwithstanding the foregoing, the Client shall have
the principal responsibility for gathering the information
required being included in the due diligence materials as
directed by ARDT. Should the information not be forthcoming to
ARDT by the Client within a reasonable time period as established
by ARDT, then the term of this Agreement may be extended or this
Agreement may be cancelled by ARDT without recourse by Client.
Time is of the essence in meeting regulatory deadlines and it is
the responsibility of the Client to comply with all of ARDT's
reasonable requests for documentation.
3.3 Offering Structuring and Document Preparation (Legal Filings).
ARDT will assist in the preparation and coordination of the
filing of appropriate documents necessary to be in compliance
with federal and state law to complete an offering document for
the placement of securities on a "best efforts" basis
("Offering"), including a portion of the legal work associated
with the Offering, but not including specific direct cost for
related state filing fees which shall be billed separately. A
duly licensed Attorney will perform all legal work. Additional
documents may require extra legal work that could be extensive
depending upon the comments and requests of government regulatory
entities. These documents and filings may include a Private
Placement Memorandum, Bridge Loan Agreement or other such
<PAGE>
documentation, if any, which may be billed by the hour (at a rate
of $225/hour), with prior written notice to, and approval of,
Client. The Offering will be in the form of capital financing yet
to be determined subject to the due diligence and research
findings and valuation, and also market conditions and marketing
considerations that may affect the structure of such Offering. If
ARDT's duties include the filing of Regulation D documentation
(the "Funding Package" or "Private Placement Memorandum"), it is
estimated that about 30 days are required for such documentation
to be prepared.
3.4 Brokerage Introductions (Selling Group and Investor / Broker
Dealer Relations). Both as a member of the Regional Investment
Bankers Association ("RIBA") and through professional
relationships, ARDT and ARDT's affiliated Broker Dealers,
Capstone Partners, L.C. and Richmark Capital Corp. have developed
an association with additional broker dealers, investment
professionals, and fund managers. In the event the utilization of
such association becomes necessary or desirable ARDT will enable
contact on behalf of Client to facilitate business transactions
with ARDT's associates. In this event, ARDT shall use his "best
efforts" to assist Client in establishing relationships with
securities dealers and to provide the most recent corporate
information to interested securities dealers, as well as other
parties, on a regular and continuous basis. The Client may wish
to have ARDT or an affiliate of ARDT assist in the formation of a
"Selling Group" to act as "Placement Agent" of any Client
Offerings. ARDT understands that this is in keeping with Client's
business objective to establish a nationwide network of
securities dealers who may have an interest in trading Client's
securities and/or providing capital for securities offering
financing.
3.5 Market Awareness. Upon the conclusion of any Offering, and based
upon a separate engagement agreement, ARDT shall assist the
Client or make the desired introductions, in making application,
or for appropriate market awareness by both investors, analysts,
and market makers.
3.6 Market-making Intelligence. ARDT also has close association with
numerous marketing and
CONFIDENTIAL INVESTMENT BANKING AGREEMENT: Page 2 of 9
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PGPG ARDT IBCA 111899 (C) 1999 Ronald Ardt
<PAGE>
public relation professionals and will use their best efforts to
enable contact between Client and such professionals to
facilitate business transactions and marketing expertise among
them. By sharing marketing ideas and networking among contacts by
ARDT, the Client can increase its exposure and expertise by
establishing these relationships. ARDT may help the Client create
a more liquid and orderly market in which its stock may trade.
3.7 Additional Duties. Client and ARDT shall mutually agree in
writing about any additional duties that ARDT may provide for the
compensation paid or payable by Client under this Agreement. Such
additional agreement(s) may, although there is no requirement to
do so, be attached hereto and made a part hereof as Exhibits
beginning with Exhibit A.
3.8 Best Efforts. ARDT shall devote such time and effort as may be
reasonably necessary to perform the services described in this
Agreement. ARDT is not responsible for the performance of any
services that may be rendered hereunder without the Client
previously providing the necessary information on a timely basis.
ARDT cannot guarantee results on behalf of Client, but shall
pursue reasonable avenues available through its network of
contacts. At such time as an interest is expressed in Client's
needs, ARDT shall notify Client, advising the source of such
interest and any terms and conditions of such interest. The
acceptance and consummation of any transaction is subject to
acceptance of the terms and conditions by Client. It is
understood that a portion of the compensation to be paid
hereunder is being paid by Client to have ARDT available to
assist with transactions on an "as needed" basis.
4. Legality of Transactions and Services. ARDT hereby represents and warrants
the services contemplated herein, the consideration received and the
services to be rendered are and will be in compliance with all federal and
state laws of the United States. Upon request, ARDT shall provide an
opinion of an attorney licensed to practice law within the United States in
support of this representation.
5. Compensation to ARDT.
5.1 Fees.
A. Due Diligence Reimbursement / Consulting Fee. Upon receipt of
any funding contemplated by the parties to this Agreement that
may flow to Client as a result of the efforts on his behalf by
<PAGE>
ARDT or its affiliated parties, and subject to approval of the
client, a Due Diligence amount of $15,000 (Fifteen Thousand
Dollars) shall be reimbursed to "Business Investor Services,
Inc." for the investigative services of Ardt Investment
Management for document gathering and review, comparable
valuation analysis, offering structuring and consulting
efforts, as well as other services. $7,500 shall be due upon
execution of this agreement and $7,500 shall be due within 90
days. Both amounts due shall be paid by Client upon the next
receipt of available funding. Any additional direct
out-of-pocket expenses for additional due diligence requested
by Client shall be reimbursed by Client immediately upon
request.
B. Continued "On-Call" Consulting Fee. In addition, Client agrees
to pay ARDT or one of its affiliates, $2,000 per month for six
months, commencing January 30, 2000 and every 30 days
thereafter, for continuing "on call" consulting services
regarding market support and research dissemination
activities. The consulting retainer shall be paid to "Business
Investor Services, Inc.", either by check or by monthly bank
wire.
C. Retainer fee. Client shall pay to ARDT a retainer fee of
100,000 (One Hundred Thousand) Common Stock Shares (described
in "D" below) commencing with the signing of this Agreement,
in lieu of the normal Investment Banking Retainer fee of
$100,000, and held in escrow by Lowe, Gray, Steele and Darko,
LLP, for ARDT "s benefit, subject to release by Client. The
shares shall be issued as soon as the Client's Form 10-SB
becomes effective and after the filing of the S-8 registration
statement with the Transfer Agent and regulatory authorities,
which filing shall not be unreasonably delayed. Should the
Client become delinquent in keeping all fees current, ARDT may
discontinue work on Client's behalf.
D. Description of Shares. The stock shares granted to ARDT from
Client, is (as of the date of this
CONFIDENTIAL INVESTMENT BANKING AGREEMENT: Page 3 of 9
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PGPG ARDT IBCA 111899 (C) 1999 Ronald Ardt
<PAGE>
agreement) an amount equal to 100,000 (One Hundred Thousand)
Shares of the Company's common stock which transfer shall
qualify as exempt from registration review pursuant to Section
4(2) of the Securities Act of 1933, as amended (under S-8
exemption as "employee/consultant compensation"), (hereinafter
the "Shares"). ARDT's ownership interest in the shares shall
vest immediately upon execution of this document and shall be
paid upon commencement of services. The shares earned by ARDT
shall be issued as directed by Ardt.
E. Warrants. The warrants granted to ARDT from Client are 50,000
(Fifty Thousand) Warrants (of no current value) on the Common
Stock shares of the Client, which shall vest immediately upon
the execution of this agreement, and shall be held in the
escrow stated above in 5.1 (C). The exercise price shall be
fixed at $1.00 (One Dollar per share). ARDT must exercise the
warrants into stock if the price of the common shares trades
above $2/share for any 30-day period. Each warrant shall be
convertible upon exercise into one share of common stock for a
period of Three (3) years from the effective date of this
agreement.
F. Provisions governing the Shares. The following provisions are
applicable to the Shares issued to ARDT pursuant to this
agreement:
1. All shares and warrants shall be granted S-8 registration
rights (as payment for consulting services (i) with none
of the proceeds of any sale of such shares going to or
benefiting Client, and (ii) not as part of, or tied to,
any direct offering) by the Client.
2. Any of the shares and warrants may be sold at anytime
after shares are released from escrow and Client agrees to
deliver to ARDT such exempt unrestricted shares, as
defined or interpreted under Rule 144 of the Securities
Exchange Act of 1933, and are without legend after
exercise of such registration rights mentioned above.
3. Client shall provide at the time of exercise of this
Agreement, paperwork for ARDT to have (as Attached
"Exhibits I, II, and III"):
I. "Stock Certificates" of ownership of all shares
<PAGE>
without restrictive legend or statement (provided by
Client along with Corporate Resolution),
II. S-8 "Registration Rights Agreement" to the above
mentioned stock (provided by Client in a form
acceptable by its Transfer Agent) and
III. "[Form of] Warrant Agreement" containing grant of
warrants (provided by Client from its Securities
Attorney.
G. Due Date and Assurance of Payment of Compensation. The
business advisory retainer fee and any other fees resulting
from this relationship shall be due upon the 30th (thirtieth)
day of each month beginning with the month of execution of
this agreement. In no case shall Client prohibit or take
measures to prevent ARDT from collecting fees due or from
having stock registered, transferred or exercised as provided
for in this Agreement; Client shall take measures to expedite
and assure the full cooperation of the Client's transfer Agent
in regard to transferring any shares or warrants issued to
ARDT hereunder.
H. Standard Placement Agent Fees. Should Client desire to have
ARDT assist in creating or managing a Selling Group for the
Client's securities, Client may expect to pay additional fees
for Broker Dealer Services and the raising of capital in
accordance with NASD rules which are limited to approximately
a 10% commission, a 3% non-accountable (legal and accounting)
expense allowance and a 2% due diligence and marketing
allowance, (See section 5.1 A which $15,000 shall be credited
toward this 2%) or any direct out-of-pocket marketing
allowance. It is agreed that the fees under this (IBCA)
agreement are for professional services separate from any fees
charged under any Placement Agent Selling Agreement for the
placement of any offering.
5.2 Optional Form of Payment. ARDT may, at the time for each payment
and at his sole option, elect to receive all or a portion of said
fees in the form of securities, equity, financing instruments or
other consideration from Client to ARDT on terms agreed by Client
in writing.
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<PAGE>
5.3 Extraordinary Expenses. Extraordinary expenses of ARDT that are
cumulatively in excess of $2,000 (Two Thousand Dollars) shall be
submitted to Client for written approval prior to expenditure and
shall be paid by Client, within ten (10) business days of receipt
of ARDT's request for payment.
5.4 Finder Fees.
5.4(1)In the event ARDT introduces Client or a Client affiliate to any
third party funding source(s), underwriter(s), merger partner(s)
or joint venture(s) who enters into a, funding, underwriting,
merger, joint venture or similar agreement with Clients or
Clients' client, Client hereby agrees to pay ARDT an advisory
finder's fee according to industry standards, an amount equal to
4% (four percent) of the gross proceeds from such funding or
value derived from such merger or other transaction, payable upon
the consummation of such funding, underwriting, merger, joint
venture or similar agreement with Clients or Clients' client or
underwriting, even though the term of this agreement may have
expired, as pursuant to item number ten (Term of Agreement and
Termination). Any fees collected from the Client under Section
5.1 H in the form of the 10% commission on the same transaction
shall be credited against the 4% in this provision.
5.4(2) ARDT may, at its' sole option, elect to receive all or a portion
of said advisory finder fee as payment in kind, i.e. pro-rata in
the same form and type of securities, equity, or financing
instruments issued to the funding source or underwriter by
Client. In the event the exercise of this option results in
additional expense over and above the expense of the funding
and/or underwriting then the additional expenses shall be borne
by ARDT. In addition the exercise of this option by ARDT shall
not impede or otherwise have a negative effect on any funding or
underwriting.
6. Indemnification. Each party shall hold the other party harmless from and
against, and shall indemnify the other party, for any liability, loss, and
costs, expenses or damages whatsoever, caused by reason of any injury
(whether to body, property, personal or business, character or reputation)
sustained by any person or to any person or property by reason of any act,
neglect, default or omission of it or any of its agents, employees, or
other representatives arising out of or in relation to this agreement.
Nothing herein is intended to nor shall it relieve either party from
<PAGE>
liability for its own act, omission or negligence. All remedies provided by
law or in equity shall be cumulative and not in the alternative.
7. Client Representations. Client hereby represents, covenants and warrants to
ARDT as follows:
7.1 Authorization. Clients and its signatories herein have full power
and authority to enter into this Agreement and to carry out the
transactions contemplated hereby.
7.2 No Violation. Neither the execution and delivery of this
Agreement nor the consummation of the transactions contemplated
hereby will violate any provision of the charter or by-laws of
Client, or violate any term or provision of any other agreement
or any statute or law.
7.3 Agreement in Full Force and Effect. All material contracts,
agreements, plans, leases, policies and licenses referenced
herein to which Client is a party are valid and in full force and
effect.
7.4 Consents. No consent of any person, other than the signatories
hereto, is necessary to the consummation of the transactions
contemplated hereby, including, without limitation, consents from
parties to loans, contracts, lease or other agreements and
consents from governmental agencies, whether federal, state, or
local.
7.5 ARDT Reliance. That ARDT has, may and will rely upon the
documents, instruments and written information furnished to ARDT
by the Client's officers, or designated employees.
7.6 Services NOT EXPRESSED OR IMPLIED.
7.6 (1) That ARDT has not agreed with Client, in this agreement
or any other agreement, verbal
CONFIDENTIAL INVESTMENT BANKING AGREEMENT: Page 5 of 9
Initialed by all parties: _______ ______
PGPG ARDT IBCA 111899 (C) 1999 Ronald Ardt
<PAGE>
or written, that any associate of ARDT will be a market-maker in
any specific securities or securities that Client or Client's
Client has an interest: and,
7.6 (2) That any payment made herein to ARDT are not, and shall
not be construed as compensation to ARDT for the purposes of
having a referral or associate of ARDT make a market, or to cover
ARDT's out-of-pocket expenses for having a referral of ARDT make
a market, or for the submission by a referral of ARDT of an
application to make a market in any securities; and,
7.6 (3) That no payments made herein to ARDT are for the purpose
of affecting the price of any security or influencing any
market-making functions.
7.6 (4) That no payment made herein to ARDT shall be for making
false or exaggerated representations about the Clients or any of
the Client's clients or products.
7.6 (5) That no payment made herein to ARDT shall be for Research
Reporting coverage or securities purchase recommendations. BIS's
research department may or may not decide to initiate coverage of
Client's stock based on its due diligence, independently from any
form of contractual agreement.
8. ARDT Representations. ARDT hereby represents, covenants and warrants to
Client as follows:
8.1 Authorization. ARDT has full power and authority to enter into
this Agreement and to carry out the transactions contemplated
hereby.
8.2 No Violation. Neither the execution and delivery of this
Agreement nor the consummation of the transactions contemplated
hereby will violate any provision of the charter or by-laws of
Client, or violate any term or provision of any other agreement
or any statute or law.
8.3 Agreement in Full Force and Effect. All contracts, agreements,
plans, leases, policies and licenses referenced herein to which
Client is a party are valid and in full force and effect.
8.4 Consents. No consent of any person, other than the signatories
hereto, is necessary to the consummation of the transactions
<PAGE>
contemplated hereby, including, without limitation, consents from
parties to loans, contracts, lease or other agreements and
consents from governmental agencies, whether federal, state, or
local.
8.5 Client Reliance. That Client has and will rely upon the
documents, instruments and written information furnished to
Client by ARDT and BIS's officers, or designated employees.
9.0 Confidentiality. ARDT and Client each agree to provide reasonable security
measures to keep information confidential whose release may be detrimental
to the stability and confidentiality of either ARDT or the Client. ARDT
shall not use any information obtained from Client for any purpose other
than the purposes described in this Agreement or any other Agreement with
Client.
10.0 Miscellaneous Provisions.
10.1 Amendment and Modification. This Agreement may be amended
modified and supplemented only by written agreement of ARDT and
Client.
10.2 Waiver of Compliance. Any failure of ARDT or Client to comply
with any obligation, agreement or condition herein may be
expressly waived in writing, but such waiver of failure to insist
upon strict compliance with such obligation, covenant, agreement
or condition shall not operate as a waiver of, or estoppel with
respect to, any subsequent or other failure.
10.3 Expenses: Transfer Taxes, Etc. Whether or not the transaction
contemplated by this agreement is be consummated, ARDT agrees
that all fees and expenses incurred by ARDT, in connection with
this Agreement that are not specifically dealt with above shall
be borne by ARDT and Client agrees that all fees and expenses
incurred by Client in connection with this Agreement shall be
CONFIDENTIAL INVESTMENT BANKING AGREEMENT: Page 6 of 9
Initialed by all parties: _______ ______
PGPG ARDT IBCA 111899 (C) 1999 Ronald Ardt
<PAGE>
borne by Client, including, without limitation as to ARDT or
Client, all fees of counsel and accountants.
10.4 Other Business Opportunities. Except as expressly provided in
this agreement, each party hereto shall have the right
independently to engage in and receive full benefits from
business activities. In case of business activities which would
be competitive with the other party, notice shall be given prior
to this agreement or, if such activities are proposed. Within 10
days prior to engagement therein. The doctrines of "corporate
opportunity" or "business opportunity" shall not be applied to
any other activity, venture, or operation of either party.
10.5 Compliance with Regulatory Agencies. Each party agrees that all
actions, direct or indirect, taken by it and it's respective
agents, employees and affiliates in connection with this
agreement and any financing or underwriting hereunder shall
conform to all applicable Federal and State Laws.
10.6 Notices. Any notices to be given hereunder by any party to the
other may be effected by personal delivery in writing or in by
mail, registered or certified, postage prepaid with return
receipt requested. Mailed notices shall be addressed to the
parties at the addresses appearing in the introductory paragraph
of this agreement, but any party may change his address by
written notice in accordance with this subsection. Notices
delivered personally shall be deemed communicated as of actual
receipt; mailed notices shall be deemed communicated as of three
days after mailing.
10.7 Assignment. This agreement and all of the provisions hereof shall
be binding upon and inure to the benefit of the parties hereto
and their respective successors and permitted assigns, but
neither this Agreement nor any right, interests or obligations
hereunder shall be assigned by any of the parties hereto without
the prior written consent of the other parties, except by
operation of law.
10.8 Delegation. Neither party shall delegate the performance of its
duties under this agreement without the prior written consent of
the other party.
10.9 Publicity. Neither ARDT nor Client shall make or issue, or cause
to be made or issued, any announcement or written statement
<PAGE>
concerning this Agreement or the transaction contemplated hereby
for dissemination to the general public without the prior consent
of the other party. This provision shall not apply, however, to
any announcement or written statement required to be made by law
or the regulations of any federal or state governmental agency,
except that the party concerning the timing and consent of such
announcement before such announcement is made.
10.10 Governing Law. This agreement and the legal relations among the
parties hereto shall be governed by and construed in accordance
with the laws of the State of Texas, without regard to its
conflict of law doctrine. Clients and ARDT agree that if action
is instituted to enforce or interpret any provision of this
agreement then jurisdiction and venue shall be Dallas County,
Texas, or Marion County, Indiana.
10.11 Counterparts. This Agreement may be executed simultaneously in
two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the
same instrument.
10.12 Headings. The heading of the Sections of this Agreement are
inserted for convenience only and shall not constitute a part
hereto or affect in any way the meaning or interpretation of this
Agreement.
10.13 Entire Agreement. This Agreement, including any Exhibits hereto,
and the other documents and certificates delivered pursuant to
the terms hereto, set forth the entire agreement and
understanding of the parties hereto in respect of the subject
matter contained herein, and superseded all prior agreements,
promise, covenants, arrangements, communications, representations
or warranties, whether oral or written, by any officer, employee
or representative of any party hereto.
10.14 Third Parties. Except as specifically set forth or referred to
herein, nothing herein expressed
CONFIDENTIAL INVESTMENT BANKING AGREEMENT: Page 7 of 9
Initialed by all parties: _______ ______
PGPG ARDT IBCA 111899 (C) 1999 Ronald Ardt
<PAGE>
or implied is intended or shall be construed to confer upon or
give to any person or corporation other than the parties hereto
and their successors or assigns, any rights or remedies under or
by reason of this Agreement.
10.15 Attorneys' Fees and Costs. If any action is necessary to enforce
and collect upon the terms of this agreement, the prevailing
party shall be entitled to reasonable attorneys' fees and costs,
in addition to any other relief to which that party may be
entitled. This provision shall be construed as applicable to the
entire agreement.
10.16 Survivability. If any part of this agreement is found, or deemed
by a court of competent jurisdiction to be invalid or
unenforceable, that part shall be severable from the remainder of
this agreement.
10.17 Further Assurances. Each of the parties agrees that it shall from
the time to time take such actions and execute such additional
instruments as may be reasonably necessary or convenient to
implement and carry out the intent and purpose of this Agreement.
10.18 Right to Data after Termination. After termination of this
Agreement each party shall be entitled to copies of all
information acquired hereunder as of the date of termination and
not previously furnished to it.
10.19 Relationship of the Parties. Nothing contained in this Agreement
shall be deemed to cause either party the partner of the other,
nor, except as otherwise herein expressly provided, to cause
either party the agent or legal representative of the other, nor
create any fiduciary relationship between them. It is not the
intention of the parties to create nor shall this Agreement be
construed to create any commercial or other partnership. Neither
party shall have any authority to act for or to assume any
obligation or responsibility on behalf of the other party, except
as otherwise expressly provided herein.. The rights, duties,
obligations and liabilities of the parties shall be several not
Joint or collective. Each party shall be responsible only for its
obligations as herein set out and shall be liable only for its
share of the costs and expenses as provided herein. Each party
shall indemnify, defend and hold harmless the other party, its
directors, officers, and employees from and against any and all
losses, claims, damages and liabilities arising out of any act or
<PAGE>
any assumption of liability by the indemnify party, or any of its
directors, officers or employees, done or undertaken, or
apparently done or undertaken, on behalf of the other parties.
Each party shall be responsible for the acts of its agents and
affiliates.
11. Arbitration, Dispute Resolution.
11.1 WITH RESPECT TO THE ARBITRATION OF ANY DISPUTE, THE UNDERSIGNED
HEREBY ACKNOWLEDGE THAT:
(i) Arbitration is final and binding on the parties;
(ii) The parties are waiving their right to seek a remedy in
court, including the right to jury trial;
(iii) Pre-arbitration discovery is generally more limited and
different from court proceeding;
(iv) The arbitrator's award is not required to include factual
findings or legal reasoning and any party's right to appeal
or to seek modification of ruling by the arbitrators is
strictly limited;
(v) The panel of arbitrator will typically include a minority of
arbitrators who were or are affiliated with the securities
industry; and
(vi) This arbitration agreement is specifically intended to
include any and all statutory claims that might be asserted
by any party.
11.2 THE PARTIES AGREE THAT:
A. ALL DISPUTES, CONTROVERSIES, OR DIFFERENCES BETWEEN THE CLIENT, ARDT
OR ANY OF THEIR OFFICERS, DIRECTORS, LEGAL REPRESENTATIVES, ATTORNEYS,
ACCOUNTANTS, AGENTS OR EMPLOYEES, OR ANY CUSTOMER OR OTHER PERSON OR ENTITY,
ARISING OUT OF, IN CONNECTION WITH OR AS A RESULT OF THIS AGREEMENT, SHALL BE
RESOLVED THROUGH ARBITRATION RATHER THAN THROUGH LITIGATION.
B. THE UNDERSIGNED HEREBY AGREES TO SUBMIT THE DISPUTE FOR
RESOLUTION TO EITHER
CONFIDENTIAL INVESTMENT BANKING AGREEMENT: Page 8 of 9
Initialed by all parties: _______ ______
PGPG ARDT IBCA 111899 (C) 1999 Ronald Ardt
<PAGE>
THE AMERICAN ARBITRATION ASSOCIATION, IN DALLAS, TEXAS, or Indianapolis,
Indiana, OR THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC., IN A LOCATION
IN ACCORDANCE WITH THE REGULATORY RULES OF THE NASD, WHICHEVER ASSOCIATION MAY
ASSERT JURISDICTION OVER THE DISPUTE, WITHIN FIVE (5) DAYS AFTER RECEIVING A
WRITTEN REQUEST TO DO SO FROM ANY OT THE AFORESAID PARTIES.
C. IF ANY PARTY FAILS TO SUBMIT THE DISPUTE TO ARBITRATION ON
REQUEST, THEN THE REQUESTING PARTY MAY COMMENCE AN ARBITRATION PROCEEDING.
D. ANY HEARING SCHEDULED AFTER AN ARBITRATION IS INITIATED SHALL TAKE
PLACE IN DALLAS, DALLAS COUNTY, TEXAS or Indianapolis, Indiana, AND THE FEDERAL
ARBITRATION ACT SHALL GOVERN THE PROCEEDING AND ALL ISSUES RAISED BY THIS
AGREEMENT TO ARBITRATE.
E. IF ANY PARTY SHALL INSTITUTE ANY COURT PROCEEDING IN AN EFFORT TO
RESIST ARBITRATION AND BE UNSUCCESSFUL IN RESISTING ARBITRATION OR SHALL
UNSUCCESSFULLY CONTEST THE JURISDICTION OF ANYARBITRATION FORUM LOCATED IN
DALLAS, DALLAS COUNTY, TEXAS, or Marion County, Indiana, OVER ANY MATTER WHICH
IS THE SUBJECT OF THIS AGREEMENT, THE PREVAILING PARTY SHALL BE ENTITLED TO
RECOVER FROM THE LOSING PARTY ITS LEGAL FEES AND ANY OUT-OF-POCKET EXPENSES
INCURRED IN CONNECTION WITH THE DEFENSE OF SUCH LEGAL PROCEEDING OR ITS EFFORTS
TO ENFORCE ITS RIGHTS TO ARBITRATION AS PROVIDED FOR HEREIN.
F. EACH PARTY WILL SIGN ANY REQUIRED NASD UNIFORM SUBMISSION AGREEMENT
AT THE TIME ANY DISPUTE IS SUBMITTED FOR ARBITRATION OR THE APPLICABLE PAPERWORK
FOR THE AMERICAN ARBITRATION ASSOCIATION, AT THE TIME ANY DISPUTE IS SUBMITTED
FOR ARBITRATION WHICHEVER ONE IS APPLICABLE.
G. THE PARTIES SHALL ACCEPT THE DECISION OF ANY AWARD AS BEING, FINAL
AND CONCLUSIVE AND AGREE TO ABIDE THEREBY.
H. ANY DECISION MAY BE FILED WITH ANY COURT AS A BASIS FOR JUDGEMENT AND
EXECUTION FOR COLLECTION.
12. Term of Agreement and Termination. This agreement shall be effective upon
execution, shall continue for 6 (six) months unless terminated sooner, by
either party, upon giving to the other party 30 (thirty) days written
notice, after which time this agreement is terminated. ARDT shall be
entitled to the finders fees described in this Agreement for funding or
<PAGE>
underwriting commitments entered into by Client's client within one year
after the termination of this agreement if said funding or underwriting was
the result of ARDT efforts prior to the termination of this agreement.
13. Authority of signatory(ies). Signatories warrant that they are authorized to
sign on behalf of the Client with full written power and authority to act in
this capacity on behalf of Client. Signatory(ies) also warrant(s) that he
(they) have adopted this Agreement by Corporate Resolution if required to do
so by the Client's By-Laws.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the day and year first above written.
Client: BowseSafe.com, Inc.:
By: /s/ Mark Smith
-----------------------------------------------
Mark Smith, President & Chief Executive Officer
Consultant:
By: /S/ Ronald P. Ardt
-----------------------------------------------
Ronald P. Ardt, JD, President and CEO, Business Investor Services, Inc.
CONFIDENTIAL INVESTMENT BANKING AGREEMENT: Page 9 of 9
Initialed by all parties: _______ ______
PGPG ARDT IBCA 111899 (C) 1999 Ronald Ardt
EXHIBIT 4.2
CONSULTING AGREEMENT
This agreement ("Agreement") is made and entered into this 9th day of
March, 2000 between BrowseSafe.com, Inc., a Nevada corporation (the "Company"),
Paladin Management Company, Ltd. ("Paladin"), Don Gulliman ("Gulliman") and Len
Shorkey ("Shorkey").
1. Consulting Services from Shorkey.
a. The Company hereby retains and engages Shorkey to perform
the following consulting services (the "Consulting Services"):
(1) Review and evaluate the Company's current
business plan and remain knowledgeable about the contents
thereof;
(2) Work with the Company's management to develop and
prepare a detailed strategic business plan as well as
periodically revise said plan as required during the Term of
this Agreement; and
(3) Provide general strategic advice and consultation
to the Company's management on all matters pertaining to the
business of the Company.
b. Shorkey's Duties Expressly Excluded. This Agreement
expressly excludes Shorkey from providing any and all capital formation
and/or public relation services to the Company inclusive of but not
limited to (i) direct or indirect promotion of the Company's
securities; (ii) assistance in making of a market in the Company's
securities; and (iii) assistance in obtaining debt and/or equity
financing.
c. Consideration to Shorkey. As full and complete
consideration for the performance by Shorkey of the Consulting
Services, the Company will issue to Shorkey 50,000 shares of the
Company's common stock, $0.001 par value as soon as practicable
following execution of this Agreement and the filing of a registration
statement under the Securities Act of 1933, as amended, on Form S-8 (or
other available form) covering said shares.
2. Other Services from Paladin and Gulliman.
a. The Company hereby retains and engages Paladin and Gulliman
to perform the following services:
(1) Market awareness to institutional class
investors and brokers;
(2) General market support and representation;
<PAGE>
(3) Counsel concerning management of public
relations and market analysis, and;
(4) Provide introductions to key technology and
corporate contacts.
c. Consideration to Paladin and Gulliman. As full and complete
consideration for the performance by Paladin and Gulliman of the
services described herein, the Company will issue to Paladin and/or
Gulliman 450,000 shares of the Company's common stock, $0.001 par value
as soon as practicable following execution of this Agreement and
subject to the piggyback registration rights described below:
(1) 50,000 shares as soon as practicable
following execution of this Agreement;
(2) 100,000 shares will be issued at a purchase
price of $2.00 per share within 30 days following the
execution of this Agreement;
(3) 100,000 shares will be issued at a purchase
price of $3.00 per share within 30 days following the
execution of this Agreement; and;
(4) 100,000 shares will be issued at a purchase price
of $4.00 per share within 30 days following the execution of
this Agreement.
(5) 100,000 shares will be issued at a purchase price
of $5.00 per share within 90 days following the execution of
this Agreement.
c. Restricted Securities; Piggyback Registration Rights. The
shares issued to Paladin and/or Gulliman shall be "restricted
securities" as defined in Rule 144(a)(3) as promulgated by the
Securities and Exchange Commission. These shares shall have piggyback
registration rights.
3. Entire Agreement. This Agreement embodies the entire agreement
and understanding between the Company and the Consultants and supersedes any and
all negotiations, prior discussions and preliminary and prior agreements and
understandings related to the primary subject matter hereof. This Agreement
shall not be modified except by written instrument duly executed by each of the
parties hereto.
4. Waiver. No waiver of any of the provisions of this Agreement
shall be deemed, or shall constitute a waiver of any other provision, nor shall
any waiver constitute a continuing waiver. No waiver shall be binding unless
executed in writing by the party making the waiver.
<PAGE>
5. Assignment and Binding Effect. This Agreement and the rights
hereunder may not be assigned by the parties (except by operation of law or
merger) and shall be binding upon and inure to the benefit of the parties and
their respective successors, assigns and legal representatives.
6. Notices. Any notice or other communication between the parties
hereto shall be sufficiently given if sent by certified or registered mail,
postage prepaid, or faxed and confirmed at the following locations:
Company:
BrowseSafe.com, Inc.
335 West Ninth Street, Suite 100
Indianapolis, Indiana 46202
Attn: Mark W. Smith, President and CEO
Consultants:
Len Shorkey
Don Gulliman
Paladin Management Company, Ltd.
345 North Maple Drive, Suite 358
Beverly Hills, California 90210
or at such other location as the addressee may have specified in a notice duly
given to the sender as provided herein. Such notice or other communication shall
be deemed to be given on the date of receipt.
7. Severability. Every provision of this Agreement is intended
to be severable. If any term or provision hereof is deemed unlawful or invalid
for any reason whatsoever, such unlawfulness or invalidity shall not affect the
validity of this Agreement.
8. Governing Law. This Agreement shall be construed and
interpreted in accordance with the laws of the State of Indiana, without giving
effect to conflicts of laws.
9. Further Acts. Each party agrees to perform any further acts
and execute and deliver any further documents that may be reasonably necessary
to carry out the provisions and intent of this Agreement.
10. Acknowledgment Concerning Counsel. Each party acknowledges
that it had the opportunity to employ separate and independent counsel of its
own choosing in connection with this Agreement.
11. Independent Contractor Status. There is no relationship,
partnership, agency, employment, franchise or joint venture between the parties.
The parties have no authority to bind the other or incur any obligations on
their behalf.
<PAGE>
12. Counterparts. This Agreement may be executed simultaneously
in two or more counterparts, each of which shall be deemed an original but all
of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date first written above.
BROWSESAFE.COM, INC.
By /s/ Mark W. Smith
----------------------------
Mark W. Smith, President/
Chief Executive Officer
/s/ Len Shorkey
----------------------------
Len Shorkey
/s/ Don Gulliman
----------------------------
Don Gulliman
PALADIN MANAGEMENT COMPANY, LTD.
By /s/ Don Gulliman
----------------------------
Don Gulliman, Chief Operating Officer
EXHIBIT 5
LEGAL OPINION
March 8, 2000
BrowseSafe.com, Inc.
335 West 9th Street, #100
Indianapolis, Indiana 46202
RE: Registration Statement on Form S-8 Relating to Consulting
Agreements
Ladies/Gentlemen:
With respect to the Registration Statement on Form S-8 (the
"Registration Statement"), filed by BrowseSafe.com, Inc., a Nevada corporation
(the "Company"), with the Securities and Exchange Commission for the purpose of
registering under the Securities Act of 1933, as amended, 600,000 shares of the
Company's common stock, par value of $0.001 per share, for issuance pursuant to
the Confidential Investment Banking Consulting Agreement with Ronald Ardt and
the Consulting Agreement with Len Shorkey (the "Consulting Agreements"), we have
examined such documents and questions of law we consider necessary or
appropriate for the purpose of giving this opinion. On the basis of such
evaluation, we advise you that in our opinion the 600,000 shares covered by the
Registration Statement in accordance with the terms stated in the Agreements and
the Registration Statement, will be duly and legally authorized, issued and
outstanding and will be fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not thereby admit that we
are within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or under the rules and regulations of
the Securities and Exchange Commission relating thereto.
Very truly yours,
LOWE GRAY STEELE & DARKO, LLP
/s/ Lowe Gray Steele & Darko, LLP
---------------------------------
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
March 8, 2000
BrowseSafe.com, Inc.
335 West 9th Street, #100
Indianapolis, Indiana 46202
RE: Registration Statement on Form S-8 Relating to Consulting
Agreements
Ladies/Gentlemen:
We hereby consent to the incorporation by reference of our report dated
October 8, 1999, relating to the financial statements of BrowseSafe.com LLC
(predecessor to BrowseSafe.com, Inc., a development stage), included in the
Company's Registration Statement, on Form 10-SB (File No. 0-282793), filed on
November 24, 1999 for the period 2-10-98 (date of inception) to December 31,
1998 as of and for the year ended December 31, 1998 in the Registration
Statement on Form S-8 pertaining to the Consulting Agreements.
Very truly yours,
/s/ Katz Sapper & Miller, LLP
-------------------------------
Katz Sapper & Miller, LLP
Certified Public Accountants
