4
AGREEMENT
This Agreement ("Agreement") is made effective this 23rd day of February,
2000, by and between, Triple S Parts, Inc. (The "Company"), 7410 SW Oleson Rd.,
#325, Portland, OR 97223, a Nevada corporation, presently reporting but
non-trading entity and, Seville Consulting, Inc., 413 Petroleum St., Florence,
CO 81226, Power Network, Inc., 118 W. Fourth St., Florence, CO 81226 and, East
European Enterprises, Inc., 11140 US Highway 287, 400-267, Broomfield, CO
80020-7089, collectively known as ("Consultants"), with respect to the
following:
RECITALS
WHEREAS, Company desires to retain Consultants to assist the Company in its
attempts to locate a viable, merger/acquisition candidate and possibly to
provide some general business consulting services.
NOW, THEREFORE, in consideration of the mutual promises, covenants, and
agreements contained herein, and for other good and valuable consideration, the
receipt and adequacy of which is expressly acknowledged, Company and Consultants
agree as follows:
1. Engagement of Consultants.
Consultants' services shall be as follows:
a. Consultants shall assist the Company in its attempts to locate a
viable, merger/acquisition candidate and possibly to provide general business
and financial consulting services. Said services shall not be limited in its
definition nor in its scope or, by any specific time constraints or obligations.
Said services shall commence on July 1, 2000.
2. Compensation.
Pursuant to the terms and conditions of this Agreement, Company shall
compensate Consultants for services rendered herein, as follows:
a. Seville Consulting, Inc., Power Network, Inc. and East European
Enterprises, Inc. shall each receive 200,000 shares of the Company's restricted
stock to be non-cancellable.
3. Term. This agreement shall have a term of 1 year from the date herein. The
parties may wish to extend this agreement beyond this term and shall do so in
writing 45 days prior to the end of the term. Should either party decide to
terminate this agreement, it shall provide written notice to the other party 45
days prior to the intended effective termination date. Each party's
obligations, financial or otherwise, shall continue beyond the notice of
termination up until the date of termination.
4. Expenses. Each party shall assume responsibility for any expenses related to
this agreement except that Consultants shall bear the cost of the preparation of
the corporate resolution(s) authorizing this transaction and, the preparation of
this agreement.
5. Official Notices: All official communications or legal notices shall be
given in writing by registered or certified mail, addressed to the respective
parties at the postal address or other address(es) as each party may hereafter
designate in writing, or when sent by facsimile transmission, charges prepaid.
6. Arbitration.
a. All disputes that cannot be settled between the parties together under
this Agreement, shall be settled by arbitration in accordance with the rules of
the American Arbitration Association then controlling.
b. Disputes Shall Not Affect Agreement. Disputes, differences or
controversies between the parties during the term of this Agreement shall not
interrupt performance of this Agreement.
i. In the event of any such disputes, difference or controversy this
agreement shall continue to be in full force, and settlements and payments shall
be made in the same manner as prior to such disputes, difference or controversy,
until the matter in said dispute has been finally determined between the
parties.
7. Consultants's obligations under this Agreement consist solely of the services
previously described. In no event shall Consultants be considered to act as an
employees or agents of Company or otherwise represent or bind Company. For the
purposes of this Agreement, Consultants are independent contractors. All final
decisions with respect to the actions of Company, whether or not made pursuant
to or in reliance on information or advice furnished by Consultants in this
Agreement, shall be those of Company. Consultants' employees or agents shall
under no circumstances be liable for any expense incurred or loss suffered by
Company as a consequence of such action or decisions.
8. Controlling Laws of Agreement.
a. Binding Law: This Agreement shall be subject to all valid applicable
laws, rules and regulations of the State of Nevada and of the United States. In
the event that this Agreement, any of its provisions, or its outlined
operations are found to be inconsistent with or contrary to any such laws,
rules or regulations, the latter shall control. Furthermore, if commercially
practicable, this Agreement shall be considered modified accordingly and
shall continue in full force and effect as so modified.
9. Miscellaneous.
a. Authority. The execution and performance of this Agreement have been
duly authorized by all requisite corporate action. This Agreement constitutes a
valid and binding obligation of the parties hereto.
b. Amendment. This Agreement may be amended or modified only by an
instrument in writing executed by the parties hereto.
c. Waiver. No term of this Agreement shall be considered waived and no
breach excused by either party unless made in writing. No consent waiver or
excuse by either party, express or implied shall constitute a subsequent
consent, waiver or excuse.
d. Assignment. Nothing in this Agreement, expressed or implied, is
intended to confer upon any person other than the parties and their successors,
any rights or remedies under this Agreement.
e. Headings and Captions. The headings of paragraphs are included solely
for convenience. If a conflict exists between any heading and the text of this
Agreement, the text shall control.
f. Entire Agreement. This instrument and the exhibits to this instrument
contain the entire agreement between the parties with respect to the transaction
contemplated by the Agreement. It may be executed in any number of counterparts
but the aggregate of the counterparts together constitute only one and the same
instrument.
g. Effect of Partial Invalidity. In the event that 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, such invalidity, illegality
or unenforceability shall not affect any other provisions of this Agreement, but
this Agreement shall be constructed as if it never contained any such invalid,
illegal or unenforceable provisions.
h. Attorney Fees. If any action at law or in equity, including an action
for declaratory relief, is brought to enforce or interpret the provisions of
this Agreement, the prevailing party shall be entitled to recover reasonable
attorney fees, court costs, and other costs incurred in proceeding with the
action from the other party. The attorney fees, court costs or other costs, may
be ordered by the court in its decision of any action described in this
paragraph or may be enforced in a separate action brought for determining
attorney fees, court costs, or other costs. Should either party be represented
by in-house counsel all parties agree that party may recover attorney fees
incurred by that in-house counsel in an amount equal to that attorney's
reasonable fees for similar matters, or, should that attorney not normally
charge a fee, by the reasonable rate charged by attorneys with similar
background in that legal community, considering all relevant factors including
but not limited to the specialty or specializations, if any, of the legal
subjects required.
i. Time is of the Essence. Time is of the essence of this Agreement and of
each and every provision hereof.
j. Mutual Cooperation. The parties hereto shall cooperate with each other
to achieve the purpose of this Agreement, and shall execute such other and
further documents and take such other and further actions as may be necessary or
convenient to effect the transactions described herein.
k No Third Party Beneficiary. Nothing in this Agreement, expressed or
implied, is intended to confer upon any person, other than the parties hereto
and their successors, any rights or remedies under or by reason of this
Agreement, unless this Agreement specifically states such intent.
10. Facsimile Counterparts. If a party signs this Agreement and transmits an
electronic facsimile of the signature page to the other party, the party who
receives the transmission may rely upon the electronic facsimile as a signed
original of this Agreement. Further, this Agreement may be executed in
counterparts.
<PAGE>
AGREED to this _23_ day of February, 2000.
TRIPLE S PARTS, INC.
/S_______________________________
Tracie Pollak, President
SEVILLE CONSULTING, INC.
/S_______________________________
President
POWER NETWORK, INC.
/S________________________________
President
AGREED to this _23_ day of February, 2000.
EAST EUROPEAN ENTERPRISES, INC.
/S________________________________
Richard Miller, President
