Columbia
Financial
Group________________________________________________________________________
1301 York Road * Suite 400* Lutherville, MD 21093
Tel:(410)321-1799 * Fax:(410)321-1753 * 888-301-6271
www.cfgstocks.com
CONSULTANT AGREEMENT
Columbia Financial Group is an investor relations, direct marketing,
publishing, public relations and advertising firm with expertise in the
dissemination of information about publicly traded companies. Also in the
business of providing investor relations services, public relations services,
publishing, advertising services, fulfillment services, as well as Internet
related services.
Agreement made this 1st day of October, 2000, between Medi-Hut Company,
Inc. (hereinafter referred to as "Corporation"), and Columbia Financial Group,
Inc. (hereinafter referred to as "Consultant"), (collectively referred to as
the "Parties"):
Recitals:
The Corporation desires to engage the services of the Consultant to
perform for the Corporation consulting services regarding all phases of the
Corporation's "Investor Relations" to include direct investor relations and
broker/dealer relations as such may pertain to the operation of the
Corporation's business.
The Consultant desires to consult with the Board of Directors, the
Officers of the Corporation, and certain administrative staff members of the
Corporation, and to undertake for the Corporation consultation as to the
company's investor relations activities involving corporate relations and
relationships with various broker/dealers involved in the regulated securities
industry.
AGREEMENT
1. The respective duties and obligation of the contracting Parties shall
be for a period of sixteen (16) months commencing on the date first appearing
above. This Agreement may be terminated by either parties only in accordance
with the terms and conditions set forth in Paragraph 8.
Services Provided by Consultant
2. Consultant will provide consulting services in connection with the
Corporation's "investor relations" dealings with NASD broker/dealers and the
investing public. (At no time shall the Consultant provide services which
would require Consultant to be registered and licensed with any federal or
state regulatory body or self-regulating agency.) During the term of this
Agreement, Consultant will provide those services customarily provided by an
investor relations firm to a Corporation, including but not limited to the
following:
-1-
<PAGE>
Columbia Financial Group
(a) Aiding the Corporation in developing a marketing plan directed at
informing the investing public as to the business of the Corporation; and
(b) Providing assistance and expertise in devising an advertising
campaign in conjunction with the marketing campaign as set forth in (1) above;
and
(c) Advise the Corporation and provide assistance in dealing with
institutional investors as it pertains to the Corporation's offerings of its
securities; and
(d) Aid and assist the Corporation in the Corporation's efforts to
secure "market makers" which will trade the Corporation's stock to the public
by providing such information as may be required; and
(e) Aid and advise the Corporation in establishing a means of securing
nationwide interest in the Corporation's securities; and
(f) Aid and assist the Corporation in creating an "institutional site
program" to provide ongoing and continuos information to fund managers; and
(g) Aid and consult with the Corporation in the preparation and
dissemination of press releases and news announcements; and
(h) Aid and consult with the Corporation in the preparation and
dissemination of all "due diligence" packages requested by and furnished to
NASD registered broker/dealers, the investing public, and/or other
institutional and/or fund managers requesting such information from the
Corporation.
Compensation
3. In consideration for services provided by Consultant to the Corporation
the Corporation provide the following compensation to Consultant:
(a) 1.2 Million (one million two hundred thousand) dollars during the
term of this contract; and
(b) 600,000 warrants with a term of five years and an exercise price of
$5.00 per share.
NOTE: First cash payments to commence on February 1, 2001 and continue to be
paid on the first of each month until contract expires.
Compliance
4. At the time Consultant gives notice to the Company of its execution of the
warrants referred to in #3 above, common shares underlying the warrants,
delivered by Corporation to Consultant will, at that particular time be free
trading, or if not, the shares shall be incorporated in the next registration
statement filed by the Corporation. The warrants shall have "piggy back"
registration rights and will, at the expense of the Corporation, be included
in said registration statement in a timely manner.
<PAGE>
Columbia Financial Group
Representation of Corporation
5. (a). The Corporation, upon entering this Agreement, hereby warrants and
guarantees to the Consultant that to the best knowledge of the Officers and
Directors of the Corporation, all statements, either written or oral, made by
the Corporation to the Consultant are true and accurate, and contain no
misstatements of a material fact. Consultant acknowledges that estimates of
performance made by Corporation are based upon the best information available
to Corporation officers at the time of said estimates of performance. The
Corporation acknowledges that the information it delivers to the Consultant
will be used by the Consultant in preparing materials regarding the Company's
business, including but not necessarily limited to, its financial condition,
for dissemination to the public. Therefore, in accordance with Paragraph 6,
below, the Corporation shall hold harmless the Consultant from any and all
errors, omissions, misstatements, except those made in a negligent or
intentionally misleading manner in connection with all information furnished
by Corporation to Consultant.
(b) Consultant shall agree to release information only with written or
verbal approval of the company.
6.
Medi-Hut Co., Inc.
1. Authorized:__________________ shares.
2. Issued:______________________ shares.
3. Outstanding___________________shares.
4. Free trading (float):___________ shares (approx.)
5. Shares subject to Rule 144 restrictions:______________ shares (approx.)
Limited Liability
7. With regard to the services to be performed by the Consultant pursuant to
the terms of this Agreement, the Consultant shall not be liable to the
Corporation, or to anyone who may claim any right due to any relationship with
the Corporation, for any acts or omissions in the performance of services on
the part of the Consultant, except when said acts or omissions of the
Consultant are due to its willful misconduct or culpable negligence.
Termination
8. This Agreement may be terminated by either party upon the giving of not
less than thirty (30) days written notice, delivered to the parties at such
address or addresses as set forth in Paragraph 9, below. In the event this
Agreement is terminated by the Corporation, compensation paid by Corporation
pursuant to paragraph 3 above, to the Consultant shall be prorated to the date
of termination (or through the end of the month during which notice of
termination is delivered. In the event this Agreement is terminated by
consultant, compensation shall be reimbursed to Corporation as follows:
<PAGE>
Columbia Financial Group
The Agreement will be divided into four equal quarters. If termination
occurs within the first quarter or initial ninety (90) days of the Agreement
the Consultants will have no obligation to return any of the initial
compensation of the contract pursuant to paragraph 3 above. Each and every
subsequent quarter of the Agreement will have an equal amount of compensation.
If termination occurs with any quarter of the Agreement the Consultants will
return a pro rata amount based on a 90 day quarter.
The valuation of said shares for purposes of repayment of shares, shall
be the bid price of said shares as of the date shares are tendered back to the
Corporation. If there is no bid price, then the price shall be agreed to, by
separate writing to be determined by the parties upon the execution of this
agreement.
Notices
9. Notices to be sent pursuant to the terms and conditions of this Agreement,
shall be sent as follows:
Timothy J. Rieu Joseph A. Sanpietro
Columbia Financial Group Medi-Hut Company, Inc.
1301 York Road, Ste. 400 1935 Swarthmore Avenue
Lutherville, Maryland 21093 Lakewood, NJ 08701
Attorneys' Fees
In the event any litigation or controversy, including arbitration, arises
out of or in connection with this Agreement between Parties hereto, the
prevailing party in such litigation, arbitration or controversy, shall be
entitled to recover from the other parties, all reasonable attorney's fees,
expenses and suit costs, including those associated within the appellate or
post judgement collection proceedings.
Arbitration
10. In connection with any controversy or claim arising out of or relating to
this Agreement, the Parties hereto agree that such controversy shall be
submitted to arbitration, in conformity with the Federal Arbitration Act
(Section 9 U.S. Code Section 901 et seq), and shall be conducted in accordance
with the Rules of the American Arbitration Association. Any judgment rendered
as a result of the arbitration of any dispute herein, shall upon being
rendered by the arbitrators be submitted to a Court of competent jurisdiction
with the State of Maryland, if initiated by Consultant, or in the Sgate of New
Jersey if initiated by the Corporation.
Governing Law
11. This Agreement shall be construed under and in accordance with the laws
of the State of New Jersey, and all parties hereby consent to New Jersey as
the proper jurisdiction for said proceedings provided herein.
<PAGE>
Columbia Financial Group
Parties Bound
12. This Agreement shall be binding on and inure to the benefit of the
contracting parties and their respective heirs, executors, administrators,
legal representatives, successors, and assigns when permitted by this
Agreement.
Legal Construction
13. In case any one or more of the provisions contained in this Agreement
shall for any reason be held to be invalid, illegal, or unenforceable in any
respect, the invalidity, illegality, or unenforceability shall not affect any
other provision, and this Agreement shall be construed as if the invalid,
illegal, or unenforceable provision had never been contained in it.
Prior Agreements Superseded
14. This Agreement constitutes the sole and only Agreement of the contracting
parties and supersedes any prior understandings or written or oral agreements
between the respective parties. Further, this Agreement may only be modified
or changed by written agreement signed by all the parties hereto.
Multiple Copies or Counterparts of Agreement
15. The original and one or more copies of this Agreement may be executed by
one or more of the parties hereto. In such event, all of such executed copies
shall have the same force and effect as the executed original, and all of such
counterparts taken together shall have the effect of a fully executed
original. Further, this Agreement may be signed by the parties and copies
hereof delivered to each party by way of facsimile transmission, and such
facsimile copies shall be deemed original copies for all purposes if original
copies of the parties' signatures are not delivered.
Liability of Miscellaneous Expenses
16. The Corporation shall be responsible to any miscellaneous fees and costs
approved in writing prior by the Company or its agents to commitment that are
unrelated to the agreement made between the Parties.
<PAGE>
Columbia Financial Group
Headings
17. Headings used throughout this Agreement are for reference and
convenience, and in no way define, limit or describe the scope or intent of
this Agreement or effect its provisions.
IN WITNESS WHEREOF, the parties have set their hands and seal as of the
date written above.
BY: /s/ Timothy J. Rieu
-------------------
Timothy J. Rieu, President
Columbia Financial Group
BY: /s/ Joseph Sanpietro
--------------------
Joseph Sanpietro, President
Medi-Hut Company, Inc.
