EXHIBIT 10.10
FINANCIAL CONSULTING AND SERVICES AGREEMENT
THIS AGREEMENT is dated August 23, 2000, by and between Discovery Enterprises,
Inc. d/b/a Discovery Financial, Inc. ("Consultant"), and Power Kiosks, Inc.
("Company").
Consultant is engaged in the business of, among other things, providing
financial consulting, and business advisory services, and the Company seeks
these services for the Company; and
NOW THEREFORE, the parties hereto agree as follows:
1. Services. Consultant shall, during the term of this Agreement, provide
the following services to the Company:
a). Consultant shall provide a complete investor relations
program for Power Kiosks, Inc (PWKK) utilizing consultant's professional
resources with respect to shareholder relations;
b). Consultant shall provide all the consulting services
described herein directly to management of the Company (while the consultant is
authorized to speak to and consult with others, the Consultant does not have any
right or power to bind the Company to any matter whatsoever or to make any
representation pertaining to the Company whatsoever); and
c). Consultant shall provide such other general consulting
services as may be reasonably requested by the Company, from time to time,
during the term.
The consultant is not authorized or empowered to commit the Company to any
recommendations or course of action, or any agreement, promise, or
representation.
Consultant shall perform necessary services and be available on a daily basis,
included by receiving telephone calls while traveling at hotels, and otherwise.
Consultants shall also be available to review and receive information concerning
the Company daily, including while at home and while traveling, provided that
the parties agree that reasonable efforts will be made to provide such
information by fax or during normal business hours. (Consultant agrees that
holidays will not be excluded from the foregoing, so that Consultant shall be
available to consult even on holidays as are necessary in exigent
circumstances.)
Consultant shall be fully responsible for complying with all applicable laws and
regulations concerning the activities of the Consultant, including the business
and operations of the Consultant.
2. Consulting Compensation. In consideration for the services to be
provided by the Consultant pursuant to Section 1 above, the Consultant
shall be paid by the Company a fee of 20,000 restricted Rule 144 Power
Kiosks, Inc. (PWKK) common stock to be delivered to Consultant upon
signing of contract. (All 20,000 shares being the "shares" herein).
Consultant hereby directs the Company to deliver all Shares in the
name of Discovery Enterprises, Inc.
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3. Indemnification. The Company shall indemnify and hold harmless the
Consultant as to and, against all losses, claims, damages,
liabilities, and expenses (including reasonable attorney's fees)
caused by any untrue or alleged fact requires to be stated therein or
necessary to make the statements therein not misleading as to the
public filings. Of the Company; provided, however, that the Company
will not be liable in any such (illegible) to the extent that such
item arises out of or is based upon an untrue statement or alleged
untrue statement, prospectus or preliminary prospectus or any omission
or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statement therein not
misleading in reliance upon , and in conformity with, information
furnished to the Company by consultant, and/or in any case the
Consultant is aware of the problem.
4. Term. The term of this Agreement shall be for an initial term (the
"Initial Term") of sic (6) months commencing on the date first set
forth above and conclude on February 23, 2001.
5. Non-Exclusive. Consultant shall devote such of its time and effort as
Consultant deems necessary or desirable to the discharge of its duties
hereunder. The Company acknowledges that Consultant is engaged in
other business activities and that it will continue such activities
during the term of this Agreement. Consultant shall not be restricted
from engaging in other business activities during the term of this
Agreement. This is a non-exclusive Agreement.
6. Confidentiality. Consultant shall, and shall cause officers,
directors, employees and agents of Consultant to, hold confidential
and not publish, disclose or make accessible to any other person not
bound by any obligation of confidentiality, all confidential
information, if any, which Consultant or any of its officers,
directors, employees, or agents may, from time-to-time, possess
relating to financial condition, results of operation, business,
property, assets or liabilities of the Company; provided, however, the
restrictions of this sentence shall not apply to information that (I)
is publicly available, (II) already is known to Consultant at the time
of disclosure, or (III) is received from a third party not under any
obligation of confidentiality to the Company.
7. Benefit, Burden and Assignment. The provisions herein shall enure to
the benefit of, and be binding upon, the parties hereto and their
permitted assigns and successors. This Agreement may be assigned
without the prior written consent of all parties hereto.
8. Severability. If any provision of this Agreement shall be deemed by
any court of competent jurisdiction invalid or unenforceable to any
extent, the remainder of this Agreement, other application of such
provision in any other circumstance shall not be effected thereby and
each provision shall otherwise be valid and shall be enforced to the
fullest extent permitted by applicable law.
9. Governing Law. The laws of the State of Florida, U.S.A. shall govern
this Agreement, and the venue for any action, claim or proceeding in
connection with this Agreement shall be a court of competent
jurisdiction in Broward County, Florida.
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10. Entire Agreement. This Agreement sets forth all of the promises,
agreements, conditions, understandings, warranties and representations
among the parties with respect to the subject matter hereof. This
Agreement is, and is intended by the parties to be, an integration of
any and all prior agreements and understandings, oral, written,
express or implied with respect to the subject matter hereof .
11. Captions. Captions in this Agreement are for convenience of reference
only and shall not be used in the interpretation.
12. Independent Legal Counsel. The parties agree and acknowledge that they
have been represented by independent legal counsel, have been advised
that it is in their best interests to do so, and by execution of this
Agreement have waived the right.
13. Amendment and Modification. No amendment or modification to this
Agreement shall be valid unless in writing and signed by the parties
hereto.
14. Ambiguities. The parties hereby acknowledge that the normal rule of
construction to the effect that ambiguities in an agreement are
constructed against the drafting party shall not apply to this
Agreement.
15. Cooperation. Each party hereby agrees to provide such reasonable
cooperation and execute such reasonable documents as shall be
reasonably required or requested by the other party hereto to perform
the Agreement.
16. Written Provisions. Hand-written provisions hereto initiated by the
parties hereto shall control to the extent of any conflict with the
typed provisions herein.
17. Execution. This Agreement may be executed via facsimile and in
counterparts, each of which shall be deemed an original, but all of
which together shall constitute one instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
ON BEHALF OF : ONE BEHALF OF :
/s/ (illegible) /s/ Terry Cooke
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DISCOVERY ENTERPRISES, INC. POWER KIOSKS, INC.
