AGREEMENT FOR SERVICES
This following Agreement ("the Agreement"), by and between Market Voice, Inc.
("the Consultant"), a Florida Corporation, having its principal business office
located at One Park Place, 621 Northwest 53rd Street, Suite 240, Boca Raton,
Florida 33487, and Meridian USA Holdings, Inc. ("the Company"), having its
principal business office located at 3350 N.W. 2nd Avenue, Boca Raton, Florida
33432, is made effective this 6th day of September, 2000.
WHEREAS, the Company desires to engage the Consultant to provide
certain financial consulting website services with respect to the Company's
business; and
WHEREAS, the Consultant represents that it has considerable knowledge
and experience in business marketing, management and finance and desires to
provide those services to the Company.
NOW, THEREFORE, in consideration of the mutual promises set forth below
and the good and valuable consideration provided herein, the receipt of which
both parties hereby acknowledge, the parties hereby agree as follows:
1. Consulting Engagement
The Company hereby engages the Consultant and the Consultant hereby
accepts such engagement by the Company as a consultant and advisor
with respect to the matters specifically set forth herein.
The term of this agreement shall be for one (1) year from the date of
this Agreement. Should the Company terminate or attempt to terminate
this Agreement at any time, for any reason, the Company shall remain
obligated to make payment to the Consultant of all consideration due
or outstanding at the time of the termination. This engagement of the
Consultant is on a non-exclusive basis by the Company.
2. Consulting Services. During the term of this Agreement:
(A) The services the Consultant will provide the Company shall include
but not be limited to the following:
(i) The introduction of the Company to an expanded shareholder
base and international investment community through domestic
and international marketing and promotional activity. In
accordance therewith, the Consultant shall:
<PAGE>
(a) List the Company profile on SMALLCAPNEWSWIRE.Com;
a wholly owned Internet division of the Consultant;
(b) Post Company press releases on SMALLCAPNEWSWIRE.Com;
(c) Release Company news alerts and press releases
regionally, nationally and internationally through
the Consultant's strategic alliance with wire
services, search engines and hypertext website
links;
(d) Feature the Company on the Consultant's adio show,
"The Smallcap Newswire Report," financial news
network for South Florida, WFTL, 1400AM and 850 AM.
(e) Advise the Company regarding various alternative
marketing strategies; and
(f) Consult the Company regarding both long and short
term business plans targeted at strengthening and
maintaining shareholder and investor relations.
(B) The parties understand and agree that during the term of the
Agreement, the consultant is not restricted or prohibited from
providing similar consulting services to other companies,
provided that any such other activities shall not materially
interfere with the services required to be provided hereunder.
Accordingly, the parties fully understand and agree that the
Consultant shall not be required to spend all of its time and
effort with respect to the foregoing services.
3. Compensation. In consideration of the services to be rendered as set
forth herein, the Company shall compensate the Consultant as follows:
<PAGE>
(a) During the term of this Agreement, the Company shall pay to
the Consultant a fee of one hundred twenty thousand shares of
restricted stock of the Company.
4. Expenses. During the term of this Agreement, the Company shall pay or
promptly reimburse the Consultant, on a written pre-approved basis,
for reasonable and necessary travel, lodging, meals and other expenses
paid or incurred by the Consultant in connection with the direct
performance of its services, activities and responsibilities under
this Agreement. Said reimbursement shall be made upon the presentation
of the appropriate documents, expenses, statements, receipts, or other
proof of expenses incurred, together with a copy of all the written
prior approval for the Company of such expenses. All statements must
be paid within twenty (20) days of the Company's receipt of the same.
Notwithstanding the foregoing, the Consultant shall bear all ordinary
necessary expenses including office overhead, postage, telephone
charges, and other like expenses paid or incurred in connection with
the performance of its services, activities and responsibilities under
this Agreement.
5. Representations and Warranties of the Company
(A) The Company hereby represents and warrants that it has full power
and legal right and authority to execute, deliver and perform
under this Agreement, and that the officer's execution of this
Agreement on behalf of the Company is with full knowledge of the
Company and the power of authority to do so.
(B) The Company hereby represents and warrants that this Agreement
has been duly authorized by all necessary corporate and
individual parties, executed and delivered by the Company
enforceable against the Company in accordance with its terms,
subject only to the applicable bankruptcy, insolvency,
reorganization or other similar laws relating to or affecting the
rights of creditors generally and to principles of equity.
(C) The Company hereby represents and warrants that all information
provided to Consultant by the Company, including but not limited
to general information regarding the Company, its business
relationships, and its past, present, and future financial
condition, which is used during the course of performance of
Consultant's services under this Agreement, that is disseminated
to the public, shall be truthful and based upon fact and not
speculation. Moreover, the Company agrees to conduct a diligent
investigation to confirm the truthfulness of any and all
information it instructs the Consultant to disseminate to the
public.
<PAGE>
(D) The Company hereby agrees to indemnify and hold harmless the
Consultant from and against any and all losses and damages
resulting from any misinterpretation, or breach of any warranty,
covenant or agreement by the Company made or contained in this
Agreement, and any and all actions, suits, proceedings, claims,
demands, judgments, costs and expenses, including attorneys'
fees, incident to the foregoing.
(E) The Company hereby represents and warrants that it abides by all
applicable federal, state, and municipal laws in the operation of
its business.
6. Representations, Warranties and Covenants of the Consultant.
(A) The Consultant hereby represents and warrants that it has full
power and legal right and authority to execute, deliver and
perform under this Agreement, and that the officer executing this
Agreement on behalf of the Company has the full power of
authority to do so.
(B) The Consultant hereby represents and warrants that this Agreement
has been duly authorized by all necessary corporate and
individual parties, executed and delivered by the Consultant and
constitutes the legal, valid, binding obligation of the
Consultant, and enforceable against it in accordance with its
terms, subject only to the applicable bankruptcy, insolvency,
reorganization or other similar laws relating to or affecting the
rights of creditors generally and to principles of equity.
(C) The Consultant represents and warrants that it will only
disseminate to the public information that has been authorized by
the Company for dissemination or that, which has been previously
disseminated in previous press releases or other publicly
disclosed documentation.
7. Independent Contractor Status.
It is expressly understood and agree that this is a consulting service
and website linking agreement only and does not constitute an
employer/employee relationship. Accordingly, the parties agree that
the Consultant shall be solely responsible for payment of its own
taxes or sums due to the federal, state and local governments, office
overhead, worker's compensation, fringe benefits, pension
contributions, and other expenses, except as otherwise as an
independent contractor and that the Company shall have no right to
control the activities of the Consultant other than to require the
Consultant to provide its consulting services in a professional manner
pursuant to the terms and conditions of this Agreement. Moreoever, the
Consultant shall have no authority to bind the Company.
<PAGE>
8. Miscellaneous Provisions.
(A) Notices.
Any notice, request, demand, or other communication required
or permitted pursuant to this Agreement shall be in writing
and shall be deemed to have been properly given if delivered
by certified or registered mail and return receipt
requested, to each party hereto at the address indicated
below or at any other address as may be designated from time
to time by written notice to each party. Such notice shall
be deemed given upon delivery.
Consultant: MARKET VOICE, INC.
Attention: B. Michael Friedman
One Park Place
621 Northwest 53rd Street
Suite 240
Boca Raton, Florida 33487
Company: MERIDIAN USA HOLDINGS, INC.
Attention: Alan Posner
1356 N.W. 2nd Avenue
Boca Raton, FL 33432
(B) Entire Agreement
This agreement constitutes the entire Agreement between the
parties hereto relating to the subject matter hereof, and
supersedes all prior written or oral agreements,
commitments, representations, or understanding with respect
to the matters provided for herein, and no modification
shall be binding unless set forth in writing and duly
executed by each party hereto.
<PAGE>
(C) Binding Effect
This Agreement shall be binding upon and inure to the
benefit of the parties hereto, their respective heirs,
executors, administrators and successors, including any
corporation with which or into which either party may be
merged.
(D) Waiver
The waiver by any party to this Agreement of a breach of any
provision contained herein shall not be deemed a continuing
waiver or waiver of any subsequent breach of any other
provision of this agreement.
(E) Default.
In the event litigation is entered by the parties with
regard to either parties' breach of any of its obligations
under the Agreement, the prevailing party shall be entitled
to recover from the other party reasonable attorney's fees
and court costs.
(F) Counterparts.
For the convenience of the parties hereto, this Agreement
may be executed in one or more counterparts, which shall
each be considered an original.
(G) Construction and Governing Law.
Should any provision of this Agreement require judicial
interpretation, it is hereby agreed that the Court
interpreting and construing the same shall not apply a
presumption that the terms shall be more strictly construed
against the party who itself or through its agent prepared
the same, it being agreed that the agents of all parties
have participated in the participation hereof. This
Agreement and all questions relating to its validity shall
be decided within the jurisdiction of the State of Florida
and governed by and construed in accordance with Florida
law, without regard to its conflict of law principles.
<PAGE>
(H) Disclosure of Compensation and non-liability performance
The Company understands that pursuant to applicable federal
and state law the Consultant may be required at times to
disclose to the public the nature and amount of compensation
received by the Consultant in consideration for the
Consultant's services related to the Company.
Although the Consultant's ultimate goal in undertaking this
business relationship with the Company is to see an increase
in the Company's revenues and stock price, the Company
understands that the Consultant does not guarantee specific
performance of the Company nor will the Consultant engage in
illegal or prohibited activity to manipulate the financial
appearance of the Company or to inflate its stock price.
(I) Facsimile Signatures
Facsimile signatures on this Agreement shall have the same
legal effect as original signatures.
IN WITNESS WHEREOF, the parties hereto execute this Agreement as of the
date first written above.
MARKET VOICE, INC. MERIDIAN USA HOLDINGS, INC.
By:_________________________ By:________________________
Its:________________________ Its:_______________________
Dated:______________________ Date:_______________________
