As filed with the Securities and Exchange Commission
on September 24, 1997
Registration No 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
_________________________
GLOBAL VENTURE FUNDING, INC.
(Exact name of registrant as specified in its charter)
_________________________
Colorado 88-0990371
(State or other jurisdiction of (I.R.S. Identification
incorporation or organization) Number)
_________________________
6965 El Camino Real, Suite 105-279
Carlsbad, CA 92009
(760) 436-5485
(Address of Registrant's principal offices, including Zipcode)
_________________________
Compensation Agreements Between Registrant and Lou Pisano,
Roger K. Knight, Conrad Nagel, Silas Phillips, Jon Harvey, John
Wojewidka, Mery C. Robinson, Wade Harding, Diane M. Lalosh, Marc
L. Baker Consulting Inc., and Arrowhead Financial Group
(Full title of the Plan)
Robert C. Brehm
6965 El Camino Real, Suite 105-279
Carlsbad, CA 92009
(760) 436-5485
(Name, address and telephone number of agent for service)
_________________________
COPIES TO:
Diane M. Lalosh, Esq.
1451 Southwest Blvd., Suite 120-L
Rohnert Park, CA 94928
_________________________
Approximate Date of Proposed Sale to the Public
As soon as practicable after this Registration Statement
becomes effective.
_________________________
CALCULATION OF REGISTRATION FEE
=================================================================
Title of Amount to be Proposed Proposed Amount of
Securities Registered Maximum Aggregate Registration
to be Offering Price Offering Fee (1)
Registered per share Price
Common Stock, 560,000 $1.00 $560,000 $ 169.70
$.0001 Par
Value(1)
=================================================================
(1) Estimated solely for the purpose of calculating the amount of
registration fee pursuant to Rule 457 on the basis of the average
closing bid and asked prices of the Common Stock of the
Registrant as traded in the Over-The-Counter Market and reported
in the Electronic Bulletin Board of the National Association of
Securities Dealers on Sept 12, 1997.
GLOBAL VENTURE FUNDING INC.
CROSS REFERENCE SHEET REQUIRED BY ITEM 501(b) OF REGULATION S-K
Form S-8 Item Number and Caption Caption in Prospectus
1. Forepart of Registration Statement Facing Page of Regis-
and Outside Front Cover Page of tration Statement and
Prospectus Cover Page of Prospectus
2. Inside Front and Outside Back Cover Inside Cover Page of
Pages of Prospectus Prospectus and Outside
Cover Page of Prospectus,
Available Information,
Reports To Shareholders
3. Summary Information, Risk Factors Not Applicable
and Ratio of Earnings to Fixed Charges
4. Use of Proceeds Not Applicable
5. Determination of Offering Price Not Applicable
6. Dilution Not Applicable
7. Selling Security Holders Sales by Selling Security
Holders
8. Plan of Distribution Cover Page of Prospectus
and Sales by Selling
Security Holders
9. Description of Securities to be Description of Securities
Registered
10.Interests of Named Experts and Legal Matters
Counsel
11.Material Changes Not Applicable
12.Incorporation of Certain Information Incorporation of Certain
by Reference Documents by Reference
13.Disclosure of Commission Position on Indemnification of
Indemnification for Securities Directors and Officers;
Act Liabilities Undertakings
DATED: September 24, 1997
=================================================================
PROSPECTUS
GLOBAL VENTURE FUNDING INC.
560,000 Shares of Common Stock
ISSUED PURSUANT TO THE COMPENSATION AGREEMENTS WITH CERTAIN
CONSULTANTS AND VENDORS OF REGISTRANT
This prospectus is part of a Registration Statement which
registers an aggregate of 560,000 shares of Common Stock, $.0001
par value (such shares being referred to as the "Shares"), of
GLOBAL VENTURE FUNDING INC. (the "Company") which will be sold by
the Company from time to time, or at any one time, in negotiated
transactions as compensation in lieu of cash pursuant to
Compensation Agreements with are in payment of services
previously rendered, or to be rendered, from various consultants
or vendors to the Company. The Company will pay the costs of
registering the Shares under the Securities Act. The Company will
not receive any proceeds from the sale of 560,000 of the Shares,
but will benefit from the services rendered under the
Compensation Agreements.
The Company has been advised by the Selling Security Holders that
they may sell all or a portion of the Shares from time to time in
the Bulletin Board market, in negotiated transactions, directly
or through brokers or otherwise, and that such shares will be
sold at market prices prevailing at the time of such sales or at
negotiated prices, and the Company will not receive any of the
proceeds from such sales. As of September 12, 1997, the Common
Stock is traded through the Over The Counter Market and is quoted
on the Electronic Bulletin Board under the symbol "GBVF" and the
average of the bid and asked prices for the common stock was
$1.00 per share. The Company's principal executive is located at
6965 El Camino Real, Suite 105-279, Carlsbad, CA 92009 (760)
436-5485.
No person has been authorized by the Company to give any
information or to make any representations other than as
contained in this Prospectus, and if given or made, such
information or representation must not be relied upon as having
been authorized by the Company. Neither the delivery of this
Prospectus nor any distribution of the Shares issuable under the
terms of the Agreement shall, under any circumstances, create any
implication that there has been no change in the affairs of the
Company since the date hereof.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED
ON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL SECURITIES
IN ANY STATE TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH AN
OFFER IN SUCH STATE.
The date of this Prospectus is September 23, 1997.
=================================================================
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange act of 1934, as amended (the "Exchange Act"),
and, in accordance therewith, files reports, proxy statements and
other information with the Securities and Exchange Commission
(the "Commission"). Reports, proxy statements and other
information filed with the Commission can be inspected and copied
at the public reference facilities of the Commission at 450 Fifth
Street NW, Washington D.C., 20549. The Commission maintains a Web
site that contains reports, proxy and information statements and
other information regarding issuers that file electronically with
the Commission. The address of such site is "http://www.sec.gov".
The Company has filed with the Commission a Registration
Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Act"), with respect to
the resale of up to an aggregate of 560,000 shares of the
Company's Common Stock offered by this Prospectus, reference is
made to the Registration Statement, including the exhibits
thereto. Statements in this Prospectus as to any document are
not necessarily complete, and where any such document is an
exhibit to the Registration Statement or is incorporated by
reference herein, each such statement is qualified in all
respects by the provisions of such exhibit or other document, to
which reference is hereby made for a full statement of the
provisions thereof. A copy of the Registration Statement, with
exhibits, may be obtained from the Commission's office in
Washington D.C. (at the above address) upon payment of the fees
prescribed by the rules and regulations of the Commission, or
examined there without charge.
REPORT TO SHAREHOLDERS
The Company intends to furnish to its shareholders annual reports
containing audited financial statements together with an opinion
with
respect thereto by its independent certified public accountants.
SALES BY SELLING SECURITY HOLDERS
The following table sets forth the name of the Selling Security
Holder, the
amount of shares of Common Stock to be issued to the Selling
Security
Holder, the amount of Common Stock to be owned by the Selling
Security
Holder following sale of such shares and the percentage of shares
of Common
Stock to be owned by the Selling Security Holder following
completion of
such offering (based upon 833,362 common shares outstanding as of
September
12, 1997, and 1,393,362 after this offering). As soon as
reasonably
practicable, after the filing of this Registration Statement, the
shares to
which this Prospectus relates will be issued by the Company from
time to
time, or at any one time, as compensation pursuant to negotiated
Compensation Agreements. Unless otherwise indicated, each of the
stockholders has sole voting and investment power with respect to
shares
beneficially owned. Upon issuance, all Shares will be, duly
authorized,
validly issued, fully paid and nonassessable. All Shares are not
subject to
the provisions of the Employee Retirement Income Security Act of
1974 and
shall not have any restrictions on resale. See also "Description
of
Securities".
=================================================================
Name of Selling Number of Common Shares to be Common Shares
Percent
Security Holder Shares Owned Offered to be Owned
Owned
After Offering
After
(1)
Offering
Lou Pisano 26,250 25,000 1,250
<1 %
Roger K. Knight,
Director 63,427 25,000 38,427
2.8%
Conrad Nagel 0 10,000 0
None
Silas Phillips,
Secretary 10,000 10,000 0
None
Jon Harvey 20,000 20,000 0
None
John Wojewidka 5,000 5,000 0
None
Mery Robinson,
Director 275,000 25,000 250,000
17.9%
Wade Harding 5,000 5,000 0
None
Diane M. Lalosh 25,000 25,000 0
None
Marc. L. Baker
Consulting,Inc 400,000 400,000 0
None
Arrowhead
Financial Group 10,000 10,000 0
None
Total 560,000
=================================================================
=====
(1) Beneficial ownership is determined in accordance with the
rules of the
Securities and Exchange Commission and generally includes voting
or
investment power with respect to securities. Shares of Common
Stock
subject to options, warrants and convertible notes currently
exercisable or
convertible, or exercisable or convertible within sixty (60)
days, are
deemed outstanding for computing the percentage of the person
holding such
options but are not deemed outstanding for computing the
percentage of any
one person. Except as indicated by footnote, and subject to
community
property laws where applicable, the persons named have sole
voting and
investment power with respect to the shares of Preferred shown as
beneficially owned by them.
DESCRIPTION OF SECURITIES
All of the 560,000 shares of Common Stock, par value of $.0001
per share
(the "Common Stock"), offered hereunder are being offered by
Global Venture
Funding, Inc. As of September 12, 1997, the Common Stock is
traded through
the Over The Counter Market and, on this date, the average of the
bid and
asked prices, as quoted on the Electronic Bulletin Board, was
$1.00 per
share.
The authorized capital stock of the Company consists of
150,000,000 shares
of Common Stock, $.0001 par value and 20,000,000 shares Preferred
Stock ,
$.10 par value.
The following summary of certain terms of the Common and
Preferred Stock
does not purport to be complete and is subject to, and qualified
in its
entirety by, the provisions of the Company's Certificate of
Incorporation
and By-laws, which are included as exhibits to the Registration
Statement
of which this Prospectus is a part, and the provisions of
applicable law.
Common Stock
As of September 12, 1997, there are 833,362 shares of Common
Stock
outstanding. Holders of Common Stock are entitled to one vote for
each
share held of record on all matters submitted to a vote of the
stockholders. Holders of Common Stock are entitled to receive
ratably such
dividends as may be declared by the Board of Directors out of
funds legally
available therefor. In the event of a liquidation, dissolution or
winding
up of the Company, holders of Common Stock are entitled to share
ratably in
all assets remaining after payment of liabilities and the
liquidation
preference of any then outstanding Common stock, if any. Holders
of Common
Stock have no right to convert their Common Stock into any other
securities. The Common Stock has no preemptive or other
subscription
rights. There are no redemption or sinking fund provisions
applicable to
the Common Stock. All outstanding shares of Common Stock are,
and the
Common Stock to be outstanding upon completion of this Offering
will be,
duly authorized, validly issued, fully paid and nonassessable.
Preferred Stock
The Board of Directors has the authority, without further action
of the
stockholders, to issue up to 20,000,000 shares of Preferred
Stock, $.10 par
value, as follows:
500,000 shares have been designated as Series II, and of which
22,679
shares of Series II are currently issued and remain outstanding.
Each share
of Series II preferred stock is entitled to preference upon
liquidation of
$1.00 per share for any unconverted shares. Each Series II
preferred share
may be converted to Preferred stock after a specified holding
period
asfollows: after one year, two shares of Preferred stock; after
two years,
five shares of Preferred stock; after three years, ten shares of
Preferred
stock. In November 1996, the Board of Directors changed the
conversion
schedule as follows: Commencing January 1, 1997, each shareholder
shall be
entitled to convert 250 shares (or 5%) of each 5,000 share unit
to 2,500
shares of common stock. The shareholder shall be entitled to
convert the
balance of each unit of Series II Preferred shares at the
conversion rate
of 475 shares of each unit during each six-month period
thereafter
beginning July 1, 1997.
500,000 shares have been designated as Series B, and of which
19,224 shares
of Series B are currently issued and remain outstanding. Each
share of
Series B preferred stock is entitled to preference upon
liquidation of
$1.00 per share for any unconverted shares. Each Series B
preferred share
may be converted to Preferred stock after a specified holding
period as
follows: after one year, two shares of Preferred stock; after two
years,
five shares of Preferred stock. In November 1996, the Board of
Directors
changed the conversion schedule as follows:
Commencing January 1, 1997, each shareholder shall be entitled to
convert
250 shares (or 5%) of each 5,000 share unit to 1,250 shares of
common
stock. The shareholder shall be entitled to convert the balance
of each
unit of Series B Preferred shares at the conversion rate of 475
shares of
each unit during each six-month period thereafter beginning July
1, 1997.
50,000 shares have been designated as Series C, and of which
3,165 shares
of Series C are currently issued. Each share of Series C
preferred stock
is entitled to preference upon liquidation of $100 per share for
any
unconverted shares, and the liquidation preference is junior only
to that
of all previously issued preferred shares. Each Series C
preferred share
may be converted to 100 shares of Preferred stock after a
specified holding
period of one year.
50,000 shares have been designated as Series D, and of which
6,613 shares
of Series D are currently issued and remain outstanding. The
Series D
preferred stock carries no liquidation preferences and is subject
to
forfeiture prior to conversion. Each Series D preferred share
may be
converted to 100 shares of Preferred stock after a specified
holding period
of one year.
The Company has reserved 17,500,000 shares of its $.0001 par
value Common
stock for conversion of Preferred stock and exercise of stock
options.
The Board of Directors of the Company has authority to issue all
or a
portion of the authorized but unissued preferred stock in one or
more
series and to fix the rights, preferences, privileges and
restrictions
thereof, including dividend rights, conversion rights, voting
rights, terms
of redemption, liquidation preferences and the number of shares
constituting any series or the designation of such series. The
issuance of
Preferred Stock could adversely affect the voting power of
holders of
Preferred Stock and could have the effect of delaying, deferring
or
preventing a change in control of the Company.
Trading Status
The Company is quoted on the Over The Counter Bulletin Board and
trades
under the symbol "GBVF".
Transfer Agent
The Transfer Agent for the shares of Common Stock is Corporate
Stock
Transfer, Inc., 370 17th Street, Suite 2350, Denver, CO 80202
(303)
595-3300.
LEGAL MATTERS
Certain legal matters in connection with the securities being
offered
hereby were reviewed for the Company by Diane M. Lalosh, 1451
Southwest
Blvd., #120-L, Rohnert Park, CA 94928. Diane M. Lalosh is a
beneficial
owner of the Company's common and preferred stock.
PART II
Item 3. Incorporation of Documents by Reference
The following documents filed by the Company with the Securities
and
Exchange Commission are incorporated herein by reference and made
a part
hereof:
a. The Company's Annual Report on Form 10-KSB filed for the year
ended
September 30, 1996 and the Company's quarterly reports on Form
10-QSB for
the quarters ended December 31, 1996, March 31, 1997 and June 30,
1997;
Current Reports on Form 8-K dated September 18, 1997, August 18,
1997,
April 25, 1997, and November 18, 1996; and all other reports, if
any, filed
by the Company pursuant to Section 13(a) or 15(d) of the Exchange
Act since
the end of the fiscal year ended September 30, 1996. In
addition, a
registration statement on Form S-8, respecting the registration
of shares
of the common stock of the Company issued under the employee
benefit plans
named on the front cover page of the registration statement was
filed with
the Securities and Exchange Commission on November 20, 1996 under
SEC File
No. 333-16467. An addition registration statement on Form S-8,
respecting
the registration of shares of the common stock of the Company
issued under
the employee benefit plans named on the front cover page of the
registration statement was filed with the Securities and Exchange
Commission on January 16, 1997 under SEC File No. 333-19881.
b. All reports and documents filed by the Company pursuant to
Sections 13,
14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective
amendment which indicates that all securities offered hereby have
been sold
or which deregisters all securities then remaining unsold, shall
be deemed
to be incorporated by reference herein and to be a part hereof
from the
respective date of filing such documents. Any statement
incorporated by
reference herein shall be deemed to be modified or superseded for
purposes
of this Prospectus to the extent that a statement contained
herein or in
any other subsequently filed document, which also is or is deemed
to be
incorporated by reference herein, modifies or supersedes such
statement.
Any statement modified or superseded shall not be deemed, except
as so
modified or superseded, to constitute part of this Prospectus.
The Company hereby undertakes to provide without charge to each
person,
including any beneficial owner, to whom a copy of this Prospectus
has been
delivered, on the written or oral request of such person, a copy
of any or
all the documents referred to above which have been or may be
incorporated
in this Prospectus, other than exhibits to such documents.
Written requests
for such copies should be directed to Corporate Secretary, 6965
El Camino
Real, Suite 105-279, Carlsbad, CA 92009, (760) 436-5485.
Item 4. Description of Securities
The class of securities to be offered is registered under section
12(g) of
the Securities Exchange Act of 1934, as amended. A description
of the
Registrant's securities is set forth in the Prospectus
incorporated as part
of this Registration Statement.
Item 5. Interests of Named Experts and Counsel
None.
Item 6. Indemnification of Officers and Directors
The Company's Bylaws and the Colorado General Corporation Law
provide for
indemnification of directors and officers against certain
liabilities.
Officers and Directors of the Company are indemnified generally
against
expenses actually and reasonably incurred in connection with
proceedings,
whether civil or criminal, provided that it is determined that
they acted
in good faith, were not found guilty, and, in any criminal
matter, had
reasonable cause to believe that their conduct was not unlawful.
The Company's Certificate of Incorporation further provides that
a director
of the Company shall not be personally liable for monetary
damages of the
Company or its shareholders for breach of any fiduciary duty as a
director,
except for liability (i) for any breach of the director's duty of
loyalty
to the Company or its stockholders, (ii) for acts or omissions
not in good
faith or which involve misconduct or a knowing violation of law;
(iii) for
the lawful payments of dividends or stock redemption by the
Company or (iv)
for any transaction from which the director derives an improper
personal
benefit.
Item 7. Exemption from Registration Claimed
Inasmuch as the Consultants and vendors who received the Shares
of the
Registrant were knowledgeable, sophisticated and had access to
comprehensive information relevant to the Registrant, such
transactions
were undertaken in reliance on the exemption from registration
provided by
Section 4(2) of the Act.
Item 8. Exhibits
Exhibit # Description
5 Opinion of Diane M. Lalosh, consent included,
relating to the issuance of the shares of
securities pursuant to the Compensation
Agreements.
23.1 Consent of Diane M. Lalosh.
23.2 Consent of Independent Auditors, Bradshaw, Smith &
Company, Las Vegas, Nevada
99.1 Compensation Agreement with Lou Pisano
99.2 Compensation Agreement with Roger K. Knight
99.3 Compensation Agreement with Conrad Nagel
99.4 Compensation Agreement with Silas Phillips
99.5 Compensation Agreement with Jon Harvey
99.6 Compensation Agreement with John Wojewidka
99.7 Compensation Agreement with Mery Robinson
99.8 Compensation Agreement with Wade Harding
99.9 Compensation Agreement with Diane M. Lalosh
99.10 Compensation Agreement with Marc L. Baker Consulting,
Inc.
99.11 Compensation Agreement with Arrowhead Financial Group
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) 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,
represent 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 (a)(1)(i) and (a)(1)(ii) do
not apply if
the registration statement is on Form S-3, Form S-8, and the
information
required to be included in the post-effective amendment by those
paragraphs
is contained in periodic reports filed by the Registrant pursuant
to
Section 13 or Section 15(d) of the Securities Exchange Act of
1934, as
amended, that are incorporated by reference in the registration
statement.
(2) That for the purpose of determining the 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 herein,
and the
offering of such securities offered at that time shall be deemed
to be the
initial bona fide offering thereof.
(3) 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.
(b) The undersigned registrant hereby undertakes that, for
purposes of
determining the liability under the Securities Act of 1933, each
filing of
the registrant's annual report pursuant to Section 13(a) or 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 the time shall be deemed to be the initial bona
fide
offeringthereof.
(c) Insofar as indemnification for liabilities arising under the
Securities
Act of 1933 may be permitted to directors, officers, and
controlling
persons of the registrant pursuant to the foregoing provisions,
or
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 that a claim for indemnification against such liabilities
(other than
payment by 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 that matter has been settled
by
controlling precedent, submit to a court of appropriate
jurisdiction the
question whether such indemnification by it is against policy
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, as
amended the
Registrant has duly caused this registration statement to be
signed on its
behalf by the undersigned, thereunto duly authorized in the city
of
Carlsbad, CA on September 24, 1997.
GLOBAL VENTURE FUNDING,
INC.
By: /s/ Robert C.Brehm
Robert C. Brehm, President
Pursuant to the requirements of the Securities Act of 1933, the
following
persons in the capacities indicated on September 24, 1997 have
signed the
registration statement below
_/s/ Robert C. Brehm________ President and
Director
Robert C. Brehm
_/s/ Roger K. Knight________ Director
Roger K. Knight
_/s/ Mery Robinson__________ Director
Mery Robinson
Being all the members of the Registrant's Board of Directors
================================================================
EXHIBIT 5
Opinion of Diane M. Lalosh relating to
issuance of shares of securities pursuant to the above
Compensation Agreements
Law Offices of Diane M. Lalosh
1451 Southwest Blvd., #120-L
Rohnert Park, CA 94928
September 23, 1997
Securities and Exchange Commission
450 Fifth Street, NW Judiciary Plaza
Washington, DC 20549
RE: GLOBAL VENTURE FUNDING INC.
Ladies and Gentlemen:
This office represents GLOBAL VENTURE FUNDING, INC., a Colorado
corporation (the "Registrant") in connection with the
Registrant's
Registration Statement on Form S-8 under the Securities Act of
1933 (the
"Registration Statement"), which relates to the registration of a
total of
560,000 shares of the Registrant's Common Stock issuable pursuant
to
"Compensation Agreements Between Registrant and Lou Pisano, Roger
K.
Knight, Conrad Nagel, Silas Phillips, Jon Harvey, John Wojewidka,
Mery C.
Robinson, Wade Harding, Diane M. Lalosh, Marc L. Baker Consulting
Inc.,
and Arrowhead Financial Group" for performance of certain
consulting and
management services (the "Registered Securities"). In connection
with my
representation, I have examined such documents and undertaken
such further
inquiry as I consider necessary for rendering the opinion
hereinafter set
forth.
Based on the foregoing, it is my opinion the Registered
Securities, when
sold as set forth in the Registration Statement, will be legally
issued,
fully paid and nonassessable.
I acknowledge that I am referred to under the heading "Legal
Matters" in
the Prospectus which is part of the Registrant's Form S-8
Registration
Statement relating to the Registered Securities, and I hereby
consent to
such use of my name in such Registration Statement and to the
filing of
this opinion as Exhibit 5 to the Registration Statement and with
such state
regulatory agencies in such states as may require such filing in
connection
with the registration of the Registered Securities for offer and
sale in
such states.
/s/ DIANE M. LALOSH
===============================================================
EXHIBIT 23.1
Consent of Diane M. Lalosh relating to
the issuance of shares of securities pursuant to the
above
Management Consulting Agreement
CONSENT OF DIANE M. LALOSH
I hereby consent to the use in the Prospectus constituting part
of the
Registration Statement on Form S-8 of my opinion dated September
23, 1997
relating to the registration of the Securities as therein
defined, of
GLOBAL VENTURE FUNDING INC., a Colorado corporation, which is
attached as
Exhibit 5 therein.
September 23, 1997
/s/ DIANE M. LALOSH
===============================================================
EXHIBIT 23.2
Consent of accountant, Bradshaw, Smith & Company
relating to
their Independent Auditors Report incorporated by
reference to the September 30, 1996 10-KSB filed
with the
Securities and Exchange Commission
________________________________________________________________
CONSENT OF BRADSHAW, SMITH & COMPANY
The Board of Directors
Global Venture Funding, Inc.
We consent to incorporation by reference in the registration
statement titled "Compensation Agreements Between Registrant and
Lou Pisano, Roger K. Knight, Conrad Nagel, Silas Phillips, Jon
Harvey, John Wojewidka, Mery C. Robinson, Wade Harding, Diane
Lalosh, Marc L. Baker Consulting Inc., and Arrowhead Financial
Group" on Form S-8 of Global Venture Funding, Inc of our report
dated October 23, 1996, relating to the balance sheet of Global
Venture Funding, Inc. as of September 30, 1996, and the related
statements of operations, changes in stockholders deficit, and
cash flows for the year then ended, which report appears in the
September 30, 1996 annual report on Form 10-KSB of Global Venture
Funding, Inc.
Las Vegas, Nevada
September 24, 1997
/s/ BRADSHAW, SMITH & COMPANY
=================================================================
======
EXHIBIT 99.1
COMPENSATION AGREEMENT WITH LOU PISANO
CONSULTING SERVICES AGREEMENT BETWEEN
GLOBAL VENTURE FUNDING, INC.
AND
LOU PISANO
THIS CONSULTING SERVICES AGREEMENT (hereinafter referred to as
the
"Agreement") effective as of the 15th day of September, 1997 by
and
between Global Venture Funding, Inc., a corporation organized
under the
laws of the state of Colorado with a place of business at 6965 El
Camino
Real, Suite 105-279, Carlsbad, CA 92009 (hereinafter referred to
as
"Global"), and Lou Pisano, an individual, with a place of
business at
612 Brecknock, Exton, PA 19341 (hereinafter referred to as
"Consultant"). In consideration of the promises and mutual
covenants
contained herein and on the terms and conditions hereinafter set
forth,
it is agreed as follows:
1. PROVISION OF SERVICES - Consultant shall provide to Global the
following services:
(a) To the extent reasonably required in the conduct of the
business of
Global, to place at the disposal of Global his judgment and to
provide
business development services to Global, including, but not
limited to:
(i) Advice and counsel with respect to business development and
marketing plans;
(ii) Assistance in the development of investor relations plans;
(iii) Advice with respect to short and long term strategic
business
plans, strategic alliances and potential acquisitions and/or
joint
ventures; and
(iv) Other related services deemed necessary and requested by
Global
(collectively, the "Services").
(b) Consultant agrees to use his best efforts in the furnishing
of the
Services and for this purpose Consultant shall at all times
maintain or
keep available an adequate organization of personnel or a network
of
outside professionals for the performance of its obligations
under this
Agreement.
2. COMPENSATION - (a) Global agrees and shall compensate
Consultant in
consideration of his performance of the Services hereunder for
the
period through July 15, 1998 by initially delivering Twenty Five
Thousand (25,000) shares of Common Stock of Global, par value
$.0001 per
share) (the "Shares") in lieu of any cash payment for the
Services. The
Shares shall be free and clear of all liens and shall be
registered by
Global, at its expense, with the Securities and Exchange
Commission on
Form S-8 as soon as practicable after the date hereof. Additional
compensation, if any, in cash or stock, will be issued, as needed
and
mutually agreed upon by both Global and Consultant. (b) In
addition to
the compensation set forth in paragraph 2(a) above, the Company
agrees
to reimburse Consultant for reasonable out-of-pocket expenses
actually
incurred by Consultant in the performance of the Services and
pre-approved in advance in writing by Global.
3. TERM & TERMINATION - This Agreement shall enter into force and
effect
at the date first written above and shall remain in force and
effect for
a period ending on July 15, 1998, unless earlier terminated by
either
party, for cause or convenience.
4. CONFIDENTIALITY OF INFORMATION AND DOCUMENTS - In the event
that
Global shall submit information and/or documents to Consultant in
order
to permit him to perform the Services required under this
Agreement,
Consultant shall keep such information and/or documents in the
strictest
confidence using the same degree of care that Consultant uses in
safeguarding his own confidential information both during and
after the
completion of the services under this Agreement and for a period
of ten
(10) years after completion of the Services, unless it shall
receive
from Global the consent of Global in writing to disclose it.
However,
nothing herein shall be interpreted as preventing Consultant from
disclosing and/or using said information or documents which (i)
are
already rightfully in the possession of Consultant without
obligation of
confidence, but were not obtained directly or indirectly from
Global or
its affiliates; or (ii) are independently developed by Consultant
not as
part of the Services rendered or called for under the terms of
this
Agreement; or (iii) are or become available to the general public
without breach of this Agreement; or (iv) are rightfully received
by
Consultant from a third party who is not under obligation of
confidence,
but who did not obtain them directly or indirectly from Global or
its
affiliates; or (v) are required to be disclosed pursuant to law
or court
order, or as may be authorized by Global.
5. LIABILITY OF CONSULTANT - In furnishing Global with the
Services
provided herein, neither Consultant nor any officer, director or
agent
thereof shall be liable to Global or its creditors for errors of
judgment or for any matters, except for willful malfeasance, bad
faith
or gross negligence in the performance of the Services or the
reckless
disregard of its obligations and duties under the terms of this
Agreement. It is further agreed and understood that Consultant
may rely
upon information furnished to it by Global which Consultant
reasonably
believes to be accurate and reliable and that, except as provided
herein, Consultant shall not be accountable for any loss suffered
by
Global by the reason of Global's action or non-action on the
basis of
any advice, recommendation or approval of Consultant, its
partners,
officers, directors, employees or agents, except as provided
above.
6. INDEPENDENT CONTRACTOR - Execution of this Agreement in no way
creates, nor shall this Agreement be interpreted or construed as
creating, an employment, agency, partnership or joint venture
relationship between Global and Consultant and it is understood
Consultant will be acting as an independent contractor.
7. MISCELLANEOUS-
a. OTHER ACTIVITIES OF CONSULTANT. Global recognizes that
Consultant now
renders and may continue to render management and other advisory
services to other companies which may or may not have policies
and
conduct activities similar to those of Global. Consultant shall
be free
to render such advice and other services and Global hereby
consents
thereto Consultant shall not be required to devote its full time
and
attention to the performance of the Services hereunder to Global,
but
shall only devote so much of its time and attention as Global and
Consultant mutually deem reasonable and necessary for such
Services.
b. CONTROL. Nothing contained herein shall be deemed to require
Global
to take any action contrary to its Certificate of Incorporation
or by-
laws, or any applicable statute or regulation, or to deprive its
Board
of Directors of their responsibility for any control of the
conduct of
the affairs of Global.
c. This Agreement shall constitute the entire agreement between
Global
and Consultant relating to the Services to be performed, and no
representations, promises, understanding, or agreements, oral or
otherwise, not herein contained shall be of any force or effect.
No
modification or waiver of any provision of this Agreement shall
be valid
unless it is in writing and signed by both Global and Consultant.
This
Agreement shall be binding upon the heirs, executors,
administrators,
successors and assigns of the parties hereto.
d. This Agreement shall be governed by, and construed in
accordance with
the laws of the State of California.
e. In the event of any litigation between the parties to declare
or
enforce any provision of this Agreement, the prevailing party
shall be
entitled to recover from the losing party, in addition to any
other
recovery and costs, reasonable attorney's fees and costs incurred
in
such litigation, in both the trial and in the appellate courts.
IN WITNESS WHEREOF, the parties hereto, by their duly authorized
representatives, have signed this Agreement as of the date first
above
written.
LOU PISANO GLOBAL VENTURE FUNDING,
INC.
By: /s/ Lou Pisano By: /s/ Robert C. Brehm
- -----------------------
- --------------------------------
Lou Pisano Robert C. Brehm
President and Chief
Executive
Officer
=================================================================
======
EXHIBIT 99.2
COMPENSATION AGREEMENT WITH ROGER K. KNIGHT
CONSULTING SERVICES AGREEMENT BETWEEN
GLOBAL VENTURE FUNDING, INC.
AND
ROGER K. KNIGHT
THIS CONSULTING SERVICES AGREEMENT (hereinafter referred to as
the
"Agreement") effective as of the 15th day of September, 1997 by
and
between Global Venture Funding, Inc., a corporation organized
under the
laws of the state of Colorado with a place of business at 6965 El
Camino
Real, Suite 105-279, Carlsbad, CA 92009 (hereinafter referred to
as
"Global"), and Roger K. Knight, an individual, with a place of
business
at 2312 Echo Mesa Drive, Las Vegas, NV 89134 (hereinafter
referred to as
"Consultant"). In consideration of the promises and mutual
covenants
contained herein and on the terms and conditions hereinafter set
forth,
it is agreed as follows:
1. PROVISION OF SERVICES - Consultant shall provide to Global the
following services:
(a) To the extent reasonably required in the conduct of the
business of
Global, to place at the disposal of Global his judgment and to
provide
business development services to Global, including, but not
limited to:
(i) Advice and counsel with respect to business development and
marketing plans;
(ii) Assistance in the development of public relations plans and
media
relations;
(iii) Advice with respect to short and long term strategic
business
plans, strategic alliances and potential acquisitions and/or
joint
ventures; and
(iv) Other related services deemed necessary and requested by
Global
(collectively, the "Services").
(b) Consultant agrees to use his best efforts in the furnishing
of the
Services and for this purpose Consultant shall at all times
maintain or
keep available an adequate organization of personnel or a network
of
outside professionals for the performance of its obligations
under this
Agreement.
2. COMPENSATION - (a) Global agrees and shall compensate
Consultant in
consideration of his performance of the Services hereunder for
the
period through July 15, 1998 by initially delivering Twenty Five
Thousand (25,000) shares of Common Stock of Global, par value
$.0001 per
share) (the "Shares") in lieu of any cash payment for the
Services. The
Shares shall be free and clear of all liens and shall be
registered by
Global, at its expense, with the Securities and Exchange
Commission on
Form S-8 as soon as practicable after the date hereof. Additional
compensation, if any, in cash or stock, will be issued, as needed
and
mutually agreed upon by both Global and Consultant. (b) In
addition to
the compensation set forth in paragraph 2(a) above, the Company
agrees
to reimburse Consultant for reasonable out-of-pocket expenses
actually
incurred by Consultant in the performance of the Services and
pre-approved in advance in writing by Global.
3. TERM & TERMINATION - This Agreement shall enter into force and
effect
at the date first written above and shall remain in force and
effect for
a period ending on July 15, 1998, unless earlier terminated by
either
party, for cause or convenience.
4. CONFIDENTIALITY OF INFORMATION AND DOCUMENTS - In the event
that
Global shall submit information and/or documents to Consultant in
order
to permit him to perform the Services required under this
Agreement,
Consultant shall keep such information and/or documents in the
strictest
confidence using the same degree of care that Consultant uses in
safeguarding his own confidential information both during and
after the
completion of the services under this Agreement and for a period
of ten
(10) years after completion of the Services, unless it shall
receive
from Global the consent of Global in writing to disclose it.
However,
nothing herein shall be interpreted as preventing Consultant from
disclosing and/or using said information or documents which (i)
are
already rightfully in the possession of Consultant without
obligation of
confidence, but were not obtained directly or indirectly from
Global or
its affiliates; or (ii) are independently developed by Consultant
not as
part of the Services rendered or called for under the terms of
this
Agreement; or (iii) are or become available to the general public
without breach of this Agreement; or (iv) are rightfully received
by
Consultant from a third party who is not under obligation of
confidence,
but who did not obtain them directly or indirectly from Global or
its
affiliates; or (v) are required to be disclosed pursuant to law
or court
order, or as may be authorized by Global.
5. LIABILITY OF CONSULTANT - In furnishing Global with the
Services
provided herein, neither Consultant nor any officer, director or
agent
thereof shall be liable to Global or its creditors for errors of
judgment or for any matters, except for willful malfeasance, bad
faith
or gross negligence in the performance of the Services or the
reckless
disregard of its obligations and duties under the terms of this
Agreement. It is further agreed and understood that Consultant
may rely
upon information furnished to it by Global which Consultant
reasonably
believes to be accurate and reliable and that, except as provided
herein, Consultant shall not be accountable for any loss suffered
by
Global by the reason of Global's action or non-action on the
basis of
any advice, recommendation or approval of Consultant, its
partners,
officers, directors, employees or agents, except as provided
above.
6. INDEPENDENT CONTRACTOR - Execution of this Agreement in no way
creates, nor shall this Agreement be interpreted or construed as
creating, an employment, agency, partnership or joint venture
relationship between Global and Consultant and it is understood
Consultant will be acting as an independent contractor.
8. MISCELLANEOUS -
a. OTHER ACTIVITIES OF CONSULTANT. Global recognizes that
Consultant now
renders and may continue to render management and other advisory
services to other companies which may or may not have policies
and
conduct activities similar to those of Global. Consultant shall
be free
to render such advice and other services and Global hereby
consents
thereto. Consultant shall not be required to devote its full time
and
attention to the performance of the Services hereunder to Global,
but
shall only devote so much of its time and attention as Global and
Consultant mutually deem reasonable and necessary for such
Services.
b. CONTROL. Nothing contained herein shall be deemed to require
Global
to take any action contrary to its Certificate of Incorporation
or
by-laws, or any applicable statute or regulation, or to deprive
its
Board of Directors of their responsibility for any control of the
conduct or the affairs of Global.
d. This Agreement shall constitute the entire agreement between
Global
and Consultant relating to the Services to be performed, and no
representations, promises, understandings, or agreements, oral or
otherwise, not herein contained shall be of any force or effect.
No
modification or waiver of any provision of this Agreement shall
be valid
unless it is in writing and signed by both Global and Consultant.
This
Agreement shall be binding upon the heirs, executors,
administrators,
successors and assigns of the parties hereto.
d. This Agreement shall be governed by, and construed in
accordance
with, the laws of the State of California.
e. In the event of any litigation between the parties to declare
or
enforce any provision of this Agreement, the prevailing party
shall be
entitle to recover from the losing party, in addition to any
other
recovery and costs, reasonable attorney's fees and costs incurred
in
such litigation, in both the trial and in the appellate courts.
IN WITNESS WHEREOF, the parties hereto, by their duly authorized
representatives, have signed this Agreement as of the date first
above
written.
ROGER K. KNIGHT GLOBAL VENTURE FUNDING,
INC.
By: /s/ Roger K. Knight By: /s/ Robert C.
Brehm
------------------------
- ------------------------------
Roger K. Knight Robert C. Brehm
President and Chief
Executive
Officer
=================================================================
=====
EXHIBIT 99.3
COMPENSATION AGREEMENT WITH CONRAD NAGEL
CONSULTING SERVICES AGREEMENT BETWEEN
GLOBAL VENTURE FUNDING, INC.
AND
CONRAD NAGEL
THIS CONSULTING SERVICES AGREEMENT (hereinafter referred to as
the
"Agreement") effective as of the 15th day of September, 1997 by
and
between Global Venture Funding, Inc., a corporation organized
under the
laws of the state of Colorado with a place of business at 6965 El
Camino
Real, Suite 105-279, Carlsbad, CA 92009 (hereinafter referred to
as
"Global"), and Conrad Nagel, an individual, with a place of
business at
2312 Echo Mesa Drive, Las Vegas, NV 89134 (hereinafter referred
to as
"Consultant"). In consideration of the promises and mutual
covenants
contained herein and on the terms and conditions hereinafter set
forth,
it is agreed as follows:
1. PROVISION OF SERVICES - Consultant shall provide to Global the
following services:
(a) To the extent reasonably required in the conduct of the
business of
Global, to place at the disposal of Global his judgment and to
provide
business development services to Global, including, but not
limited to:
(i) Advice and counsel with respect to business development and
marketing plans, financial accounting, CPA interface and liaison,
and
accounts payable negotiation;
(ii) Advice with respect to short and long term strategic
business
plans, strategic alliances and potential acquisitions and/or
joint
ventures; and
(iii) Other related services deemed necessary and requested by
Global
(collectively, the "Services").
(b) Consultant agrees to use his best efforts in the furnishing
of the
Services and for this purpose Consultant shall at all times
maintain or
keep available an adequate organization of personnel or a network
of
outside professionals for the performance of its obligations
under this
Agreement.
2. COMPENSATION - (a) Global agrees and shall compensate
Consultant in
consideration of his performance of the Services hereunder for
the
period through January 15, 1998 by initially delivering Ten
Thousand
(10,000) shares of Common Stock of Global, par value $.0001 per
share)
(the "Shares") in lieu of any cash payment for the Services. The
Shares
shall be free and clear of all liens and shall be registered by
Global,
at its expense, with the Securities and Exchange Commission on
Form S-8
as soon as practicable after the date hereof. Additional
compensation,
if any, in cash or stock, will be issued, as needed and mutually
agreed
upon by both Global and Consultant. (b) In addition to the
compensation
set forth in paragraph 2(a) above, the Company agrees to
reimburse
Consultant for reasonable out-of-pocket expenses actually
incurred by
Consultant in the performance of the Services and pre-approved in
advance in writing by Global.
3. TERM & TERMINATION - This Agreement shall enter into force and
effect
at the date first written above and shall remain in force and
effect for
a period ending on January 15, 1998, unless earlier terminated by
either
party, for cause or convenience.
4. CONFIDENTIALITY OF INFORMATION AND DOCUMENTS - In the event
that
Global shall submit information and/or documents to Consultant in
order
to permit him to perform the Services required under this
Agreement,
Consultant shall keep such information and/or documents in the
strictest
confidence using the same degree of care that Consultant uses in
safeguarding his own confidential information both during and
after the
completion of the services under this Agreement and for a period
of ten
(10) years after completion of the Services, unless it shall
receive
from Global the consent of Global in writing to disclose it.
However,
nothing herein shall be interpreted as preventing Consultant from
disclosing and/or using said information or documents which (i)
are
already rightfully in the possession of Consultant without
obligation of
confidence, but were not obtained directly or indirectly from
Global or
its affiliates; or (ii) are independently developed by Consultant
not as
part of the Services rendered or called for under the terms of
this
Agreement; or (iii) are or become available to the general public
without breach of this Agreement; or (iv) are rightfully received
by
Consultant from a third party who is not under obligation of
confidence,
but who did not obtain them directly or indirectly from Global or
its
affiliates; or (v) are required to be disclosed pursuant to law
or court
order, or as may be authorized by Global.
5. LIABILITY OF CONSULTANT - In furnishing Global with the
Services
provided herein, neither Consultant nor any officer, director or
agent
thereof shall be liable to Global or its creditors for errors of
judgment or for any matters, except for willful malfeasance, bad
faith
or gross negligence in the performance of the Services or the
reckless
disregard of its obligations and duties under the terms of this
Agreement. It is further agreed and understood that Consultant
may rely
upon information furnished to it by Global which Consultant
reasonably
believes to be accurate and reliable and that, except as provided
herein, Consultant shall not be accountable for any loss suffered
by
Global by the reason of Global's action or non-action on the
basis of
any advice, recommendation or approval of Consultant, its
partners,
officers, directors, employees or agents, except as provided
above.
6. INDEPENDENT CONTRACTOR - Execution of this Agreement in no way
creates, nor shall this Agreement be interpreted or construed as
creating, an employment, agency, partnership or joint venture
relationship between Global and Consultant and it is understood
Consultant will be acting as an independent contractor.
9. MISCELLANEOUS -
a. OTHER ACTIVITIES OF CONSULTANT. Global recognizes that
Consultant now
renders and may continue to render management and other advisory
services to other companies which may or may not have policies
and
conduct activities similar to those of Global. Consultant shall
be free
to render such advice and other services and Global hereby
consents
thereto. Consultant shall not be required to devote its full time
and
attention to the performance of the Services hereunder to Global,
but
shall only devote so much of its time and attention as Global and
Consultant mutually deem reasonable and necessary for such
Services.
b. CONTROL. Nothing contained herein shall be deemed to require
Global
to take any action contrary to its Certificate of Incorporation
or
by-laws, or any applicable statute or regulation, or to deprive
its
Board of Directors of their responsibility for any control of the
conduct or the affairs of Global.
e. This Agreement shall constitute the entire agreement between
Global
and Consultant relating to the Services to be performed, and no
representations, promises, understandings, or agreements, oral or
otherwise, not herein contained shall be of any force or effect.
No
modification or waiver of any provision of this Agreement shall
be valid
unless it is in writing and signed by both Global and Consultant.
This
Agreement shall be binding upon the heirs, executors,
administrators,
successors and assigns of the parties hereto.
d. This Agreement shall be governed by, and construed in
accordance
with, the laws of the State of California.
e. In the event of any litigation between the parties to declare
or
enforce any provision of this Agreement, the prevailing party
shall be
entitle to recover from the losing party, in addition to any
other
recovery and costs, reasonable attorney's fees and costs incurred
in
such litigation, in both the trial and in the appellate courts.
IN WITNESS WHEREOF, the parties hereto, by their duly authorized
representatives, have signed this Agreement as of the date first
above
written.
CONRAD NAGEL GLOBAL VENTURE FUNDING,
INC.
By: /s/ Conrad Nagel By: /s/ Robert C. Brehm
------------------------
- -----------------------------
Conrad Nagel Robert C. Brehm
President and Chief
Executive
Officer
=================================================================
=====
EXHIBIT 99.4
COMPENSATION AGREEMENT WITH SILAS PHILLIPS
CONSULTING SERVICES AGREEMENT BETWEEN
GLOBAL VENTURE FUNDING, INC.
AND
SILAS PHILLIPS
THIS CONSULTING SERVICES AGREEMENT (hereinafter referred to as
the
"Agreement") effective as of the 15th day of September, 1997 by
and
between Global Venture Funding, Inc., a corporation organized
under the
laws of the state of California with a place of business at 6965
El
Camino Real, Suite 105-279, Carlsbad, CA 92009 (hereinafter
referred to
as "Global"), and Silas Phillips, an individual, with a place of
business at 2312 Echo Mesa Drive, Las Vegas, NV 89134
(hereinafter
referred to as "Consultant"). In consideration of the promises
and
mutual covenants contained herein and on the terms and conditions
hereinafter set forth, it is agreed as follows:
1. PROVISION OF SERVICES - Consultant shall provide to Global the
following services:
(a) To the extent reasonably required in the conduct of the
business of
Global, to place at the disposal of Global his judgment and to
provide
business development services to Global, including, but not
limited to:
(i) Advice and counsel with respect to business development,
marketing
plans, investor relations, transfer agent relations and corporate
records;
(ii) Advice with respect to short and long term strategic
business
plans, strategic alliances and potential acquisitions and/or
joint
ventures; and
(iii) Other related services deemed necessary and requested by
Global
(collectively, the "Services").
(b) Consultant agrees to use his best efforts in the furnishing
of the
Services and for this purpose Consultant shall at all times
maintain or
keep available an adequate organization of personnel or a network
of
outside professionals for the performance of its obligations
under this
Agreement.
2. COMPENSATION - (a) Global agrees and shall compensate
Consultant in
consideration of his performance of the Services hereunder for
the
period through January 15, 1998 by initially delivering Ten
Thousand
(10,000) shares of Common Stock of Global, par value $.0001 per
share)
(the "Shares") in lieu of any cash payment for the Services. The
Shares
shall be free and clear of all liens and shall be registered by
Global,
at its expense, with the Securities and Exchange Commission on
Form S-8
as soon as practicable after the date hereof. Additional
compensation,
if any, in cash or stock, will be issued, as needed and mutually
agreed
upon by both Global and Consultant. (b) In addition to the
compensation
set forth in paragraph 2(a) above, the Company agrees to
reimburse
Consultant for reasonable out-of-pocket expenses actually
incurred by
Consultant in the performance of the Services and pre-approved in
advance in writing by Global.
3. TERM & TERMINATION - This Agreement shall enter into force and
effect
at the date first written above and shall remain in force and
effect for
a period ending on January 15, 1998, unless earlier terminated by
either
party, for cause or convenience.
4. CONFIDENTIALITY OF INFORMATION AND DOCUMENTS - In the event
that
Global shall submit information and/or documents to Consultant in
order
to permit him to perform the Services required under this
Agreement,
Consultant shall keep such information and/or documents in the
strictest
confidence using the same degree of care that Consultant uses in
safeguarding his own confidential information both during and
after the
completion of the services under this Agreement and for a period
of ten
(10) years after completion of the Services, unless it shall
receive
from Global the consent of Global in writing to disclose it.
However,
nothing herein shall be interpreted as preventing Consultant from
disclosing and/or using said information or documents which (i)
are
already rightfully in the possession of Consultant without
obligation of
confidence, but were not obtained directly or indirectly from
Global or
its affiliates; or (ii) are independently developed by Consultant
not as
part of the Services rendered or called for under the terms of
this
Agreement; or (iii) are or become available to the general public
without breach of this Agreement; or (iv) are rightfully received
by
Consultant from a third party who is not under obligation of
confidence,
but who did not obtain them directly or indirectly from Global or
its
affiliates; or (v) are required to be disclosed pursuant to law
or court
order, or as may be authorized by Global.
5. LIABILITY OF CONSULTANT - In furnishing Global with the
Services
provided herein, neither Consultant nor any officer, director or
agent
thereof shall be liable to Global or its creditors for errors of
judgment or for any matters, except for willful malfeasance, bad
faith
or gross negligence in the performance of the Services or the
reckless
disregard of its obligations and duties under the terms of this
Agreement. It is further agreed and understood that Consultant
may rely
upon information furnished to it by Global which Consultant
reasonably
believes to be accurate and reliable and that, except as provided
herein, Consultant shall not be accountable for any loss suffered
by
Global by the reason of Global's action or non-action on the
basis of
any advice, recommendation or approval of Consultant, its
partners,
officers, directors, employees or agents, except as provided
above.
6. INDEPENDENT CONTRACTOR - Execution of this Agreement in no way
creates, nor shall this Agreement be interpreted or construed as
creating, an employment, agency, partnership or joint venture
relationship between Global and Consultant and it is understood
Consultant will be acting as an independent contractor.
10. MISCELLANEOUS -
a. OTHER ACTIVITIES OF CONSULTANT. Global recognizes that
Consultant now
renders and may continue to render management and other advisory
services to other companies which may or may not have policies
and
conduct activities similar to those of Global. Consultant shall
be free
to render such advice and other services and Global hereby
consents
thereto. Consultant shall not be required to devote its full time
and
attention as Global and Consultant mutually deem reasonable and
necessary for such Services.
b. CONTROL. Nothing contained herein shall be deemed to require
Global
to take any action contrary to its Certificate of Incorporation
or
by-laws, or any applicable statute or regulation, or to deprive
its
Board of Directors of their responsibility for any control of the
conduct or the affairs of Global.
f. This Agreement shall constitute the entire agreement between
Global
and Consultant relating to the Services to be performed, and no
representations, promises, understandings, or agreements, oral or
otherwise, not herein contained shall be of any force or effect.
No
modification or waiver of any provision of this Agreement shall
be valid
unless it is in writing and signed by both Global and Consultant.
d. This Agreement shall be governed by, and construed in
accordance
with, the laws of the State of California.
e. In the event of any litigation between the parties to declare
or
enforce any provision of this Agreement, the prevailing party
shall be
entitle to recover from the losing party, in addition to any
other
recovery and costs, reasonable attorney's fees and costs incurred
in
such litigation, in both the trial and in the appellate courts.
IN WITNESS WHEREOF, the parties hereto, by their duly authorized
representatives, have signed this Agreement as of the date first
above
written.
SILAS PHILLIPS GLOBAL VENTURE FUNDING,
INC.
By: /s/ Silas Phillips By: /s/ Robert C. Brehm
------------------------
- -----------------------------
Silas Phillips Robert C. Brehm
President and Chief
Executive
Officer
=================================================================
=====
EXHIBIT 99.5
COMPENSATION AGREEMENT WITH Jon HARVEY
CONSULTING SERVICES AGREEMENT BETWEEN
GLOBAL VENTURE FUNDING, INC.
AND
Jon HARVEY
THIS CONSULTING SERVICES AGREEMENT (hereinafter referred to as
the
"Agreement") effective as of the 15th day of September, 1997 by
and
between Global Venture Funding, Inc., a corporation organized
under the
laws of the state of California with a place of business at 6965
El
Camino Real, Suite 105-279, Carlsbad, CA 92009 (hereinafter
referred to
as "Global"), and Jon Harvey, an individual, with a place of
business
at 1618 Lanquist Drive, Encinitas, CA 92024 (hereinafter
referred to as
"Consultant"). In consideration of the promises and mutual
covenants
contained herein and on the terms and conditions hereinafter set
forth,
it is agreed as follows:
1. PROVISION OF SERVICES - Consultant shall provide to Global the
following services:
(a) To the extent reasonably required in the conduct of the
business of
Global, to place at the disposal of Global his judgment and to
provide
business development services to Global, including, but not
limited to:
(i) Advice and counsel with respect to business development and
marketing plans;
(ii) Assistance in the development of financial institution
relations
plans, and investment banking contacts that support Global's
business
and growth;
(iii) Advice with respect to short and long term strategic
business
plans, strategic alliances and potential acquisitions and/or
joint
ventures; and
(iv) Other related services deemed necessary and requested by
Global
(collectively, the "Services").
(b) Consultant agrees to use his best efforts in the furnishing
of the
Services and for this purpose Consultant shall at all times
maintain or
keep available an adequate organization of personnel or a network
of
outside professionals for the performance of its obligations
under this
Agreement.
2. COMPENSATION - (a) Global agrees and shall compensate
Consultant in
consideration of his performance of the Services hereunder for
the
period through July 15, 1998 by initially delivering Twenty
Thousand
(20,000) shares of Common Stock of Global, par value $.0001 per
share)
(the "Shares") in lieu of any cash payment for the Services. The
Shares
shall be free and clear of all liens and shall be registered by
Global,
at its expense, with the Securities and Exchange Commission on
Form S-8
as soon as practicable after the date hereof. Additional
compensation,
if any, in cash or stock, will be issued, as needed and mutually
agreed
upon by both Global and Consultant. (b) In addition to the
compensation
set forth in paragraph 2(a) above, the Company agrees to
reimburse
Consultant for reasonable out-of-pocket expenses actually
incurred by
Consultant in the performance of the Services and pre-approved in
advance in writing by Global.
3. TERM & TERMINATION - This Agreement shall enter into force and
effect
at the date first written above and shall remain in force and
effect for
a period ending on July 15, 1998, unless earlier terminated by
either
party, for cause or convenience.
4. CONFIDENTIALITY OF INFORMATION AND DOCUMENTS - In the event
that
Global shall submit information and/or documents to Consultant in
order
to permit him to perform the Services required under this
Agreement,
Consultant shall keep such information and/or documents in the
strictest
confidence using the same degree of care that Consultant uses in
safeguarding his own confidential information both during and
after the
completion of the services under this Agreement and for a period
of ten
(10) years after completion of the Services, unless it shall
receive
from Global the consent of Global in writing to disclose it.
However,
nothing herein shall be interpreted as preventing Consultant from
disclosing and/or using said information or documents which (i)
are
already rightfully in the possession of Consultant without
obligation of
confidence, but were not obtained directly or indirectly from
Global or
its affiliates; or (ii) are independently developed by Consultant
not as
part of the Services rendered or called for under the terms of
this
Agreement; or (iii) are or become available to the general public
without breach of this Agreement; or (iv) are rightfully received
by
Consultant from a third party who is not under obligation of
confidence,
but who did not obtain them directly or indirectly from Global or
its
affiliates; or (v) are required to be disclosed pursuant to law
or court
order, or as may be authorized by Global.
5. LIABILITY OF CONSULTANT - In furnishing Global with the
Services
provided herein, neither Consultant nor any officer, director or
agent
thereof shall be liable to Global or its creditors for errors of
judgment or for any matters, except for willful malfeasance, bad
faith
or gross negligence in the performance of the Services or the
reckless
disregard of its obligations and duties under the terms of this
Agreement. It is further agreed and understood that Consultant
may rely
upon information furnished to it by Global which Consultant
reasonably
believes to be accurate and reliable and that, except as provided
herein, Consultant shall not be accountable for any loss suffered
by
Global by the reason of Global's action or non-action on the
basis of
any advice, recommendation or approval of Consultant, its
partners,
officers, directors, employees or agents, except as provided
above.6
6. INDEPENDENT CONTRACTOR - Execution of this Agreement in no way
creates, nor shall this Agreement be interpreted or construed as
creating, an employment, agency, partnership or joint venture
relationship between Global and Consultant and it is understood
Consultant will be acting as an independent contractor.
11. MISCELLANEOUS -
a. OTHER ACTIVITIES OF CONSULTANT. Global recognizes that
Consultant now
renders and may continue to render management and other advisory
services to other companies which may or may not have policies
and
conduct activities similar to those of Global. Consultant shall
be free
to render such advice and other services and Global hereby
consents
thereto. Consultant shall not be required to devote its full time
and
attention to the performance of the Services hereunder to Global,
but
shall only devote so much of its time and attention as Global and
Consultant mutually deem reasonable and necessary for such
Services.
b. CONTROL. Nothing contained herein shall be deemed to require
Global
to take any action contrary to its Certificate of Incorporation
or
by-laws, or any applicable statute or regulation, or to deprive
its
Board of Directors of their responsibility for any control of the
conduct or the affairs of Global.
g. This Agreement shall constitute the entire agreement between
Global
and Consultant relating to the Services to be performed, and no
representations, promises, understandings, or agreements, oral or
otherwise, not herein contained shall be of any force or effect.
No
modification or waiver of any provision of this Agreement shall
be valid
unless it is in writing and signed by both Global and Consultant.
This
Agreement shall be binding upon the heirs, executors,
administrators,
successors and assigns of the parties hereto.
d. This Agreement shall be governed by, and construed in
accordance
with, the laws of the State of California.
e. In the event of any litigation between the parties to declare
or
enforce any provision of this Agreement, the prevailing party
shall be
entitle to recover from the losing party, in addition to any
other
recovery and costs, reasonable attorney's fees and costs incurred
in
such litigation, in both the trial and in the appellate courts.
IN WITNESS WHEREOF, the parties hereto, by their duly authorized
representatives, have signed this Agreement as of the date first
above
written.
Jon HARVEY GLOBAL VENTURE FUNDING,
INC.
By: /s/ Jon Harvey By: /s/ Robert C.
Brehm
------------------------
- -------------------------------
Jon Harvey Robert C. Brehm
President and Chief
Executive
Officer
=================================================================
======
EXHIBIT 99.6
COMPENSATION AGREEMENT WITH JOHN WOJEWIDKA
CONSULTING SERVICES AGREEMENT BETWEEN
GLOBAL VENTURE FUNDING, INC.
AND
JOHN WOJEWIDKA
THIS CONSULTING SERVICES AGREEMENT (hereinafter referred to as
the
"Agreement") effective as of the 15th day of September, 1997 by
and
between Global Venture Funding, Inc., a corporation organized
under the
laws of the state of California with a place of business at 6965
El
Camino Real, Suite 105-279, Carlsbad, CA 92009 (hereinafter
referred to
as "Global"), and John Wojewidka, an individual, with a place of
business at 50 Sandringham Road, Piedmont, CA 94611 (hereinafter
referred to as "Consultant"). In consideration of the promises
and
mutual covenants contained herein and on the terms and conditions
hereinafter set forth, it is agreed as follows:
1. PROVISION OF SERVICES - Consultant shall provide to Global the
following services:
(a) To the extent reasonably required in the conduct of the
business of
Global, to place at the disposal of Global his judgment and to
provide
business development services to Global, including, but not
limited to:
(i) Advice and counsel with respect to World Wide Web Site
development
and creative support services;
(ii) Assistance in the development of Internet marketing
programs;
(iii) Other related services deemed necessary and requested by
Global
(collectively, the "Services").
(b) Consultant agrees to use his best efforts in the furnishing
of the
Services and for this purpose Consultant shall at all times
maintain or
keep available an adequate organization of personnel or a network
of
outside professionals for the performance of its obligations
under this
Agreement.
2. COMPENSATION - (a) Global agrees and shall compensate
Consultant in
consideration of his performance of the Services hereunder for
the
period through December 15, 1997 by initially delivering Five
Thousand
(5,000) shares of Common Stock of Global, par value $.0001 per
share)
(the "Shares") in lieu of any cash payment for the Services. The
Shares
shall be free and clear of all liens and shall be registered by
Global,
at its expense, with the Securities and Exchange Commission on
Form S-8
as soon as practicable after the date hereof. Additional
compensation,
if any, in cash or stock, will be issued, as needed and mutually
agreed
upon by both Global and Consultant. (b) In addition to the
compensation
set forth in paragraph 2(a) above, the Company agrees to
reimburse
Consultant for reasonable out-of-pocket expenses actually
incurred by
Consultant in the performance of the Services and pre-approved in
advance in writing by Global.
3. TERM & TERMINATION - This Agreement shall enter into force and
effect
at the date first written above and shall remain in force and
effect for
a period ending on December 15, 1997, unless earlier terminated
by
either party, for cause or convenience.
4. CONFIDENTIALITY OF INFORMATION AND DOCUMENTS - In the event
that
Global shall submit information and/or documents to Consultant in
order
to permit him to perform the Services required under this
Agreement,
Consultant shall keep such information and/or documents in the
strictest
confidence using the same degree of care that Consultant uses in
safeguarding his own confidential information both during and
after the
completion of the services under this Agreement and for a period
of ten
(10) years after completion of the Services, unless it shall
receive
from Global the consent of Global in writing to disclose it.
However,
nothing herein shall be interpreted as preventing Consultant from
disclosing and/or using said information or documents which (i)
are
already rightfully in the possession of Consultant without
obligation of
confidence, but were not obtained directly or indirectly from
Global or
its affiliates; or (ii) are independently developed by Consultant
not as
part of the Services rendered or called for under the terms of
this
Agreement; or (iii) are or become available to the general public
without breach of this Agreement; or (iv) are rightfully received
by
Consultant from a third party who is not under obligation of
confidence,
but who did not obtain them directly or indirectly from Global or
its
affiliates; or (v) are required to be disclosed pursuant to law
or court
order, or as may be authorized by Global.
5. LIABILITY OF CONSULTANT - In furnishing Global with the
Services
provided herein, neither Consultant nor any officer, director or
agent
thereof shall be liable to Global or its creditors for errors of
judgment or for any matters, except for willful malfeasance, bad
faith
or gross negligence in the performance of the Services or the
reckless
disregard of its obligations and duties under the terms of this
Agreement. It is further agreed and understood that Consultant
may rely
upon information furnished to it by Global which Consultant
reasonably
believes to be accurate and reliable and that, except as provided
herein, Consultant shall not be accountable for any loss suffered
by
Global by the reason of Global's action or non-action on the
basis of
any advice, recommendation or approval of Consultant, its
partners,
officers, directors, employees or agents, except as provided
above.
6. INDEPENDENT CONTRACTOR - Execution of this Agreement in no way
creates, nor shall this Agreement be interpreted or construed as
creating, an employment, agency, partnership or joint venture
relationship between Global and Consultant and it is understood
Consultant will be acting as an independent contractor.
12. MISCELLANEOUS -
a. OTHER ACTIVITIES OF CONSULTANT. Global recognizes that
Consultant now
renders and may continue to render management and other advisory
services to other companies which may or may not have policies
and
conduct activities similar to those of Global. Consultant shall
be free
to render such advice and other services and Global hereby
consents
thereto. Consultant shall not be required to devote its full time
and
attention to the performance of the Services hereunder to Global,
but
shall only devote so much of its time and attention as Global and
Consultant mutually deem reasonable and necessary for such
Services.
b. CONTROL. Nothing contained herein shall be deemed to require
Global
to take any action contrary to its Certificate of Incorporation
or
by-laws, or any applicable statute or regulation, or to deprive
its
Board of Directors of their responsibility for any control of the
conduct or the affairs of Global.
h. This Agreement shall constitute the entire agreement between
Global
and Consultant relating to the Services to be performed, and no
representations, promises, understandings, or agreements, oral or
otherwise, not herein contained shall be of any force or effect.
No
modification or waiver of any provision of this Agreement shall
be valid
unless it is in writing and signed by both Global and Consultant.
This
Agreement shall be binding upon the heirs, executors,
administrators,
successors and assigns of the parties hereto.
d. This Agreement shall be governed by, and construed in
accordance
with, the laws of the State of California.
e. In the event of any litigation between the parties to declare
or
enforce any provision of this Agreement, the prevailing party
shall be
entitle to recover from the losing party, in addition to any
other
recovery and costs, reasonable attorney's fees and costs incurred
in
such litigation, in both the trial and in the appellate courts.
IN WITNESS WHEREOF, the parties hereto, by their duly authorized
representatives, have signed this Agreement as of the date first
above
written.
JOHN WOJEWIDKA GLOBAL VENTURE
FUNDING, INC.
By: /s/ John Wojewidka By: /s/ Robert C.
Brehm
------------------------
- --------------------------
John Wojewidka Robert C. Brehm
President and Chief
Executive
Officer
=================================================================
======
EXHIBIT 99.7
COMPENSATION AGREEMENT WITH MERY ROBINSON
CONSULTING SERVICES AGREEMENT BETWEEN
GLOBAL VENTURE FUNDING, INC.
AND
MERY ROBINSON
THIS CONSULTING SERVICES AGREEMENT (hereinafter referred to as
the
"Agreement") effective as of the 15th day of September, 1997 by
and
between Global Venture Funding, Inc., a corporation organized
under the
laws of the state of California with a place of business at 6965
El
Camino Real, Suite 105-279, Carlsbad, CA 92009 (hereinafter
referred to
as "Global"), and Mery Robinson, an individual, with a place of
business
at 4106 Lemnos, Ocean Hills, CA 92056 (hereinafter referred to as
"Consultant"). In consideration of the promises and mutual
covenants
contained herein and on the terms and conditions hereinafter set
forth,
it is agreed as follows:
1. PROVISION OF SERVICES - Consultant shall provide to Global the
following services:
(a) To the extent reasonably required in the conduct of the
business of
Global, to place at the disposal of Global his judgment and to
provide
business development services to Global, including, but not
limited to:
(i) Advice and counsel with respect to business development and
marketing plans;
(ii) Assistance in the development of investor relations
programs, and
technical advisory services;
(iii) Advice with respect to short and long term strategic
business
plans, strategic alliances and potential acquisitions and/or
joint
ventures; and
(iv) Other related services deemed necessary and requested by
Global
(collectively, the "Services").
(b) Consultant agrees to use his best efforts in the furnishing
of the
Services and for this purpose Consultant shall at all times
maintain or
keep available an adequate organization of personnel or a network
of
outside professionals for the performance of its obligations
under this
Agreement.
2. COMPENSATION - (a) Global agrees and shall compensate
Consultant in
consideration of his performance of the Services hereunder for
the
period through January 15, 1998 by initially delivering Twenty
five
Thousand (25,000) shares of Common Stock of Global, par value
$.0001 per
share) (the "Shares") in lieu of any cash payment for the
Services. The
Shares shall be free and clear of all liens and shall be
registered by
Global, at its expense, with the Securities and Exchange
Commission on
Form S-8 as soon as practicable after the date hereof. Additional
compensation, if any, in cash or stock, will be issued, as needed
and
mutually agreed upon by both Global and Consultant. (b) In
addition to
the compensation set forth in paragraph 2(a) above, the Company
agrees
to reimburse Consultant for reasonable out-of-pocket expenses
actually
incurred by Consultant in the performance of the Services and
pre-approved in advance in writing by Global.
3. TERM & TERMINATION - This Agreement shall enter into force and
effect
at the date first written above and shall remain in force and
effect for
a period ending on January 15, 1998, unless earlier terminated by
either
party, for cause or convenience.
4. CONFIDENTIALITY OF INFORMATION AND DOCUMENTS - In the event
that
Global shall submit information and/or documents to Consultant in
order
to permit him to perform the Services required under this
Agreement,
Consultant shall keep such information and/or documents in the
strictest
confidence using the same degree of care that Consultant uses in
safeguarding his own confidential information both during and
after the
completion of the services under this Agreement and for a period
of ten
(10) years after completion of the Services, unless it shall
receive
from Global the consent of Global in writing to disclose it.
However,
nothing herein shall be interpreted as preventing Consultant from
disclosing and/or using said information or documents which (i)
are
already rightfully in the possession of Consultant without
obligation of
confidence, but were not obtained directly or indirectly from
Global or
its affiliates; or (ii) are independently developed by Consultant
not as
part of the Services rendered or called for under the terms of
this
Agreement; or (iii) are or become available to the general public
without breach of this Agreement; or (iv) are rightfully received
by
Consultant from a third party who is not under obligation of
confidence,
but who did not obtain them directly or indirectly from Global or
its
affiliates; or (v) are required to be disclosed pursuant to law
or court
order, or as may be authorized by Global.
5. LIABILITY OF CONSULTANT - In furnishing Global with the
Services
provided herein, neither Consultant nor any officer, director or
agent
thereof shall be liable to Global or its creditors for errors of
judgment or for any matters, except for willful malfeasance, bad
faith
or gross negligence in the performance of the Services or the
reckless
disregard of its obligations and duties under the terms of this
Agreement. It is further agreed and understood that Consultant
may rely
upon information furnished to it by Global which Consultant
reasonably
believes to be accurate and reliable and that, except as provided
herein, Consultant shall not be accountable for any loss suffered
by
Global by the reason of Global's action or non-action on the
basis of
any advice, recommendation or approval of Consultant, its
partners,
officers, directors, employees or agents, except as provided
above.
6. INDEPENDENT CONTRACTOR - Execution of this Agreement in no way
creates, nor shall this Agreement be interpreted or construed as
creating, an employment, agency, partnership or joint venture
relationship between Global and Consultant and it is understood
Consultant will be acting as an independent contractor.
13. MISCELLANEOUS -
a. OTHER ACTIVITIES OF CONSULTANT. Global recognizes that
Consultant now
renders and may continue to render management and other advisory
services to other companies which may or may not have policies
and
conduct activities similar to those of Global. Consultant shall
be free
to render such advice and other services and Global hereby
consents
thereto. Consultant shall not be required to devote its full time
and
attention to the performance of the Services hereunder to Global,
but
shall only devote so much of its time and attention as Global and
Consultant mutually deem reasonable and necessary for such
Services.
b. CONTROL. Nothing contained herein shall be deemed to require
Global
to take any action contrary to its Certificate of Incorporation
or
by-laws, or any applicable statute or regulation, or to deprive
its
Board of Directors of their responsibility for any control of the
conduct or the affairs of Global.
i. This Agreement shall constitute the entire agreement between
Global
and Consultant relating to the Services to be performed, and no
representations, promises, understandings, or agreements, oral or
otherwise, not herein contained shall be of any force or effect.
No
modification or waiver of any provision of this Agreement shall
be valid
unless it is in writing and signed by both Global and Consultant.
This
Agreement shall be binding upon the heirs, executors,
administrators,
successors and assigns of the parties hereto.
d. This Agreement shall be governed by, and construed in
accordance
with, the laws of the State of California.
e. In the event of any litigation between the parties to declare
or
enforce any provision of this Agreement, the prevailing party
shall be
entitle to recover from the losing party, in addition to any
other
recovery and costs, reasonable attorney's fees and costs incurred
in
such litigation, in both the trial and in the appellate courts.
IN WITNESS WHEREOF, the parties hereto, by their duly authorized
representatives, have signed this Agreement as of the date first
above
written.
MERY ROBINSON GLOBAL VENTURE FUNDING,
INC.
By: /s/ Mery Robinson By: /s/ Robert C.
Brehm
------------------------
- ----------------------------
Mery Robinson Robert C. Brehm
President and Chief
Executive
Officer
=================================================================
======
EXHIBIT 99.8
COMPENSATION AGREEMENT WITH WADE HARDING
CONSULTING SERVICES AGREEMENT BETWEEN
GLOBAL VENTURE FUNDING, INC.
AND
WADE HARDING
THIS CONSULTING SERVICES AGREEMENT (hereinafter referred to as
the
"Agreement") effective as of the 15th day of September, 1997 by
and
between Global Venture Funding, Inc., a corporation organized
under the
laws of the state of California with a place of business at 6965
El
Camino Real, Suite 105-279, Carlsbad, CA 92009 (hereinafter
referred to
as "Global"), and Wade Harding, an individual, with a place of
business
at 3510 E. Hampton Avenue, #116, Mesa, AZ 85204 (hereinafter
referred to
as "Consultant").
In consideration of the promises and mutual covenants contained
herein
and on the terms and conditions hereinafter set forth, it is
agreed as
follows:
1. PROVISION OF SERVICES - Consultant shall provide to Global the
following services:
(a) To the extent reasonably required in the conduct of the
business of
Global, to place at the disposal of Global his judgment and to
provide
business development services to Global, including, but not
limited to:
(i) Advice and counsel with respect to World Wide Web Site
development
and Internet marketing plans;
(ii) Advice with respect to short and long term strategic
business
plans, strategic alliances and potential acquisitions and/or
joint
ventures; and
(iii) Other related services deemed necessary and requested by
Global
(collectively, the "Services").
(b) Consultant agrees to use his best efforts in the furnishing
of the
Services and for this purpose Consultant shall at all times
maintain or
keep available an adequate organization of personnel or a network
of
outside professionals for the performance of its obligations
under this
Agreement.
2. COMPENSATION - (a) Global agrees and shall compensate
Consultant in
consideration of his performance of the Services hereunder for
the
period through February 15, 1998 by initially delivering Five
Thousand
(5,000) shares of Common Stock of Global, par value $.0001 per
share)
(the "Shares") in lieu of any cash payment for the Services. The
Shares
shall be free and clear of all liens and shall be registered by
Global,
at its expense, with the Securities and Exchange Commission on
Form S-8
as soon as practicable after the date hereof. Additional
compensation,
if any, in cash or stock, will be issued, as needed and mutually
agreed
upon by both Global and Consultant. (b) In addition to the
compensation
set forth in paragraph 2(a) above, the Company agrees to
reimburse
Consultant for reasonable out-of-pocket expenses actually
incurred by
Consultant in the performance of the Services and pre-approved in
advance in writing by Global.
3. TERM & TERMINATION - This Agreement shall enter into force and
effect
at the date first written above and shall remain in force and
effect for
a period ending on February 15, 1998, unless earlier terminated
by
either party, for cause or convenience.
4. CONFIDENTIALITY OF INFORMATION AND DOCUMENTS - In the event
that
Global shall submit information and/or documents to Consultant in
order
to permit him to perform the Services required under this
Agreement,
Consultant shall keep such information and/or documents in the
strictest
confidence using the same degree of care that Consultant uses in
safeguarding his own confidential information both during and
after the
completion of the services under this Agreement and for a period
of ten
(10) years after completion of the Services, unless it shall
receive
from Global the consent of Global in writing to disclose it.
However,
nothing herein shall be interpreted as preventing Consultant from
disclosing and/or using said information or documents which (i)
are
already rightfully in the possession of Consultant without
obligation of
confidence, but were not obtained directly or indirectly from
Global or
its affiliates; or (ii) are independently developed by Consultant
not as
part of the Services rendered or called for under the terms of
this
Agreement; or (iii) are or become available to the general public
without breach of this Agreement; or (iv) are rightfully received
by
Consultant from a third party who is not under obligation of
confidence,
but who did not obtain them directly or indirectly from Global or
its
affiliates; or (v) are required to be disclosed pursuant to law
or court
order, or as may be authorized by Global.
5. LIABILITY OF CONSULTANT - In furnishing Global with the
Services
provided herein, neither Consultant nor any officer, director or
agent
thereof shall be liable to Global or its creditors for errors of
judgment or for any matters, except for willful malfeasance, bad
faith
or gross negligence in the performance of the Services or the
reckless
disregard of its obligations and duties under the terms of this
Agreement. It is further agreed and understood that Consultant
may rely
upon information furnished to it by Global which Consultant
reasonably
believes to be accurate and reliable and that, except as provided
herein, Consultant shall not be accountable for any loss suffered
by
Global by the reason of Global's action or non-action on the
basis of
any advice, recommendation or approval of Consultant, its
partners,
officers, directors, employees or agents, except as provided
above.
6. INDEPENDENT CONTRACTOR - Execution of this Agreement in no way
creates, nor shall this Agreement be interpreted or construed as
creating, an employment, agency, partnership or joint venture
relationship between Global and Consultant and it is understood
Consultant will be acting as an independent contractor.
14. MISCELLANEOUS -
a. OTHER ACTIVITIES OF CONSULTANT. Global recognizes that
Consultant now
renders and may continue to render management and other advisory
services to other companies which may or may not have policies
and
conduct activities similar to those of Global. Consultant shall
be free
to render such advice and other services and Global hereby
consents
thereto. Consultant shall not be required to devote its full time
and
attention to the performance of the Services hereunder to Global,
but
shall only devote so much of its time and attention as Global and
Consultant mutually deem reasonable and necessary for such
Services.
b. CONTROL. Nothing contained herein shall be deemed to require
Global
to take any action contrary to its Certificate of Incorporation
or
by-laws, or any applicable statute or regulation, or to deprive
its
Board of Directors of their responsibility for any control of the
conduct or the affairs of Global.
j. This Agreement shall constitute the entire agreement between
Global
and Consultant relating to the Services to be performed, and no
representations, promises, understandings, or agreements, oral or
otherwise, not herein contained shall be of any force or effect.
No
modification or waiver of any provision of this Agreement shall
be valid
unless it is in writing and signed by both Global and Consultant.
This
Agreement shall be binding upon the heirs, executors,
administrators,
successors and assigns of the parties hereto.
d. This Agreement shall be governed by, and construed in
accordance
with, the laws of the State of California.
e. In the event of any litigation between the parties to declare
or
enforce any provision of this Agreement, the prevailing party
shall be
entitle to recover from the losing party, in addition to any
other
recovery and costs, reasonable attorney's fees and costs incurred
in
such litigation, in both the trial and in the appellate courts.
IN WITNESS WHEREOF, the parties hereto, by their duly authorized
representatives, have signed this Agreement as of the date first
above
written.
WADE HARDING GLOBAL VENTURE FUNDING,
INC.
By: /s/ Wade Harding By: /s/ Robert C. Brehm
------------------------
- ------------------------------
Wade Harding Robert C. Brehm
President and Chief
Executive
Officer
=================================================================
====
EXHIBIT 99.9
COMPENSATION AGREEMENT WITH DIANE LALOSH
DEBT CONVERSION TO COMMON STOCK AGREEMENT BETWEEN
GLOBAL VENTURE FUNDING, INC.
AND
DIANE M. LALOSH
THIS DEBT CONVERSION AGREEMENT (hereinafter referred to as the
"Agreement"),effective as of the 15th day of September, 1997 by
and
between Global Venture Funding, Inc.. a corporation organized
under the
laws of the state of Colorado with a place of business at 6965 El
Camino
Real, Suite 105-279, Carlsbad, CA 92009, (hereinafter referred to
as
"Global"), and Diane M. Lalosh, an individual, with a place of
business
at 1451 Southwest Blvd., Suite 120-L, Rohnert Park, California
94928
(hereinafter referred to as "Lalosh").
In consideration of services already provided by Lalosh for
Global,
specifically identified by Lalosh invoice for $31,715.71 dated
August 1,
1997, Global and Lalosh agree to the following:
1. Convert $25,000 of the Lalosh invoice dated August 1, 1997
into the
equivalent value of Common Stock of Global in lieu of a cash
payment.
Global agrees to issue 25,000 (Twenty-five Thousand) shares of
Global
Common Stock par value $.0001, for purposes of this agreement
valued at
$1.00 per share. The Shares shall be free and clear of all liens
and
shall be registered by Global, at its expense, with the
Securities and
Exchange Commission on Form S-8 as soon as practicable after the
date
hereof.
2. Global also agrees to reimburse in cash any shortfall in the
value of
the Common Stock in the event that the closing bid price of the
stock
does not meet or exceed $1.00 per share on the close of the 20th
business day after the execution of this agreement. In the event
the
closing bid price is greater than $1.00, Lalosh agrees to credit
the
excess to any remaining balance due on the August 1, 1997
invoice.
3. This agreement shall be governed by, and construed in
accordance
with, the law of the State of California.
3. In the event of any litigation between the parties to declare
or
enforce any provision of this Agreement, the prevailing party
shall be
entitled to recover from the losing party, in addition to any
other
recovery and costs, reasonable attorney's fees and costs incurred
in
such litigation, in both the trial and in the appellate courts.
IN WITNESS WHEREOF, the parties hereto, by their duly authorized
representatives, have signed this Agreement as of the date first
above
written.
DIANE M. LALOSH GLOBAL VENTURE FUNDING,
INC.
By: /s/ Diane M. Lalosh By: /s/ Robert C. Brehm
------------------------
- -----------------------------
Diane Lalosh Robert C. Brehm
An individual President and Chief
Executive
Officer
=================================================================
======
EXHIBIT 99.10
COMPENSATION AGREEMENT WITH MARC. L. BAKER CONSULTING,
INC.
Management Consulting Agreement
with
Marc L. Baker Consulting, Inc.
This Consulting Agreement, made as of September 14, 1997, by and
between
Global Venture Funding, Inc., 6965 El Camino Real, Suite 105-279,
Carlsbad, CA 92009, hereinafter referred to as the "COMPANY" and
Marc L.
Baker Consulting Inc., 2966 NW 91st Ave., Coral Springs, FL
33065,
hereinafter referred to as "CONSULTANT".
PREAMBLE
WHEREAS, the COMPANY desires to retain the CONSULTANT'S services
on an
ongoing basis and has requested that the CONSULTANT include the
COMPANY
within its selected and limited group of clients; and,
WHEREAS, the CONSULTANT is agreeable to such arrangement, subject
to the
following terms and conditions:
NOW, THEREFORE, intending to be legally bound, and in
consideration of
the mutual promises and covenants, the parties have agreed as
follows:
1. APPOINTMENT.
The COMPANY hereby appoints CONSULTANT as one of its financial
and
strategic advisors and hereby retains CONSULTANT, pursuant to the
terms
and conditions of this Agreement (the "Consulting Agreement").
CONSULTANT accepts such appointment and agrees to perform the
services
pursuant to the terms and conditions of this Agreement
2. TERM.
The term of this Agreement shall begin on the date specified
above and
terminate 10 months thereafter.
3. DUTIES OF CONSULTANT
(a) CONSULTANT shall act, generally, as both financial and public
relations counsel, essentially acting as the following:
(1) as liaison between COMPANY and its shareholders;
(2) as an advisor to the COMPANY with respect to communications
and
information (e.g.,, interviews, press releases, shareholder
reports,
etc.,) as well as planning, designing, developing, organizing,
writing
and distributing such communications and information.
(3) the implementation of short range and long term strategic
planning
to fully develop and enhance Company's assets, resources,
products and
services.
(4) advise and recommend to COMPANY additional services and
products
that may be provided by COMPANY to prospective customers.
(b) To the extent requested by COMPANY, CONSULTANT shall assist
in
establishing, and advising the COMPANY with respect to:
(1) shareholder meetings;
(2) interviews of COMPANY officers by the financial media; and
(3) interviews of COMPANY officers by analysts, market makers,
broker-dealers, and other members of the financial community.
(c) Specifically, CONSULTANT shall seek to make the COMPANY, its
management, its products, and its financial situation and
prospects,
known to the financial press and publications, broker dealers,
mutual
funds, institutional investors, market makers, analysts,
investment
advisors, shareholders and other members at the financial
community, as
well as the financial media and the public generally.
(d) CONSULTANT makes no guarantees, representations or warranties
as to
the particular results from CONSULTANT'S financial and public
relations
services and the responses and timeliness of action by the
stockholder
and stock brokerage community.
4. DUTIES OF COMPANY.
(a) On a regular and timely basis, COMPANY shall supply
CONSULTANT with
all approved data and information about the COMPANY, its
management, its
products, and its operations and COMPANY shall be responsible for
advising CONSULTANT of any facts which would affect the accuracy
of any
prior data and information supplied to CONSULTANT.
(b) COMPANY shall use its best efforts to promptly supply
CONSULTANT
with full and complete copies of all filings with all federal and
state
securities agencies; with full and complete copies of all
shareholder
reports and communications whether or not prepared with
CONSULTANT
assistance and also with all data and information supplied to any
analyst, broker-dealer, market maker, or other member of the
financial
community; and with all product/services brochures, sales
materials,
etc.
(c) COMPANY understands that the accuracy and completeness of any
document prepared by CONSULTANT is dependent upon COMPANY'S
alertness to
assure CONSULTANT that such document contains all material facts
which
might be important and that all such documents must not contain
any
misrepresentation of a material fact nor omit information
necessary to
make the statements therein not misleading. To that end, COMPANY
agrees
to review, and to confirm to CONSULTANT in writing that they have
reviewed all materials for their accuracy and completeness prior
to any
use thereof. COMPANY also acknowledges that this responsibility
continues in the event the materials become deficient in this
regard.
5. REPRESENTATION AND INDEMNIFICATION
(a) The COMPANY shall be deemed to make a continuing
representation of
the accuracy of any and all material facts, material,
information, and
data which it supplies to CONSULTANT and the COMPANY acknowledges
its
awareness that CONSULTANT will rely on such continuing
representation in
disseminating such information and otherwise performing its
public
relations functions.
(b) CONSULTANT, in the absence of notice in writing from COMPANY,
may
rely on the continuing occurrence of material, information, and
data
supplied by the COMPANY.
(c) COMPANY hereby agrees to indemnify CONSULTANT against, and to
hold
CONSULTANT harmless from any claims, demands, suits, loss,
damages,
including legal fees and expenses arising out of CONSULTANT'S
reliance
upon the occurrence and continuing accuracy of such facts,
material,
information and data, if and only if the facts, material,
information
and data was supplied to CONSULTANT by COMPANY.
(d) COMPANY agrees to indemnify and hold CONSULTANT harmless from
any
and all losses, claims, damages, liabilities, costs or expenses,
including reasonable attorney's fees, (collectively the
"liabilities"),
joint and several, arising out of the performance of this
Consulting
Agreement, whether or not CONSULTANT is a party to such dispute.
This
indemnity shall not apply, however, and CONSULTANT shall
indemnify and
hold COMPANY, its affiliates, control persons, officers,
employees and
agents harmless from and against all liabilities, where a court
of
competent jurisdiction has made a final determination that
CONSULTANT
engaged in gross recklessness and willful misconduct in the
performance
of services hereunder which gave rise to the losses, claim,
damages,
liability, cost or expense sought to be recovered hereunder (but
pending
any such final determination, the indemnification and
reimbursement
provisions of this Consulting Agreement shall apply and COMPANY
shall
perform its obligations hereunder to reimburse CONSULTANT for its
expenses). The provisions of this paragraph 5 shall survive the
termination and expiration of this Consulting Agreement.
6. COMPENSATION.
As compensation for its services hereunder, CONSULTANT shall be
issued
400,000 shares of COMMON Stock, $.0001 par value (the "Shares"),
of the
Company per an SEC S-8 agreement Such stock will be valued at
$1.00 per
share for a total of $400,000.
7. EXPENSES
CONSULTANT shall be entitled to reimbursement by COMPANY of such
reasonable out-of-pocket expenses as CONSULTANT may incur in
performing
services under the Consulting Agreement. Said reimbursements
shall be
made within ten (10) days after submission to COMPANY. Any
significant
expenses (over $500 each) shall be approved in advance by
COMPANY.
8. REGISTRATION
COMPANY agrees to provide CONSULTANT with registration rights at
COMPANY's cost and expense and include the underlying shares of
Common
Stock in a registration statement on Form S-8 to be filed by
COMPANY
with the Securities and Exchange Commission within the proximate
future.
9. RELATIONSHIP OF PARTIES
CONSULTANT is an independent contractor, responsible for
compensation of
its agents, employees and representatives. as well as all
applicable
withholding therefrom and taxes thereon (including unemployment
compensation) and all workmen's compensation insurance. This
Agreement
does not establish any partnership, joint venture, or other
business
entity or association between the parties and neither party is
intended
to have any interest in the business or property of the other.
10. CONFIDENTIALITY
CONSULTANT will not disclose to any other person, firm or
corporation
during the term of this Agreement, any trade secrets or other
information designated as confidential by COMPANY, which is
acquired by
CONSULTANT in the course of performing services hereunder. Any
financial advice rendered by CONSULTANT pursuant to this
Agreement may
not be disclosed publicly in any manner without the prior written
approval of CONSULTANT.
11. ATTORNEY FEES
Should either party default in the terms or conditions of this
Agreement
and suit be filed as a result at such default, the prevailing
party
shall be entitled to recover all costs incurred as a result of
such
default including all costs and reasonable attorney fees through
trial
and appeal.
12. WAIVER OF BREACH.
The waiver by either party of a breach of any provision of this
Agreement by the other party shall not operate or be construed as
a
waiver of any subsequent breach by the other party.
13. GOVERNING LAW.
This agreement shall be construed according to the laws of
California.
14. NOTICES.
Any notice required or permitted to be given under this Agreement
shall
be sufficient if in writing and sent by certified mail, return
receipt
requested, to the principal office at the party being notified or
by
fax, at the aforementioned addresses.
15. ENTIRE AGREEMENT.
This instrument contains the entire agreement of the parties and
may be
modified only by agreement in writing, signed by the party
against whom
enforcement of any waiver, change, modification, extension or
discharge
is sought. If any provision of this Agreement is declared void,
each
provision shall be deemed severed from this Agreement, which
shall
otherwise remain in full force and effect. A facsimile signature
shall
be as binding as an original signature.
IN WITNESS WHEREOF, the parties hereto, intending to be legally
bound,
have executed this Agreement.
GLOBAL VENTURE FUNDING, INC. MARC L. BAKER, CONSULTING,
INC.
BY /s/ Robert C. Brehm BY: /s/ Marc L. Baker
Robert C. Brehm, President Marc L. Baker,
President
=================================================================
=======
EXHIBIT 99.11
COMPENSATION AGREEMENT WITH ARROWHEAD FINANCIAL GROUP
DEBT CONVERSION TO COMMON STOCK AGREEMENT BETWEEN
GLOBAL VENTURE FUNDING, INC.
AND
ARROWHEAD FINANCIAL GROUP
THIS DEBT CONVERSION AGREEMENT (hereinafter referred to as the
"Agreement"),effective as of the 15th day of September, 1997 by
and
between Global Venture Funding, Inc.. a corporation organized
under the
laws of the state of Colorado with a place of business at 6965 El
Camino
Real, Suite 105-279, Carlsbad, CA 92009, (hereinafter referred to
as
"Global"), and Arrowhead Financial Group, with a place of
business at
6755 Shoup Road, Suite 31, Colorado Springs, CO 80908
(hereinafter
referred to as "Arrowhead").
In consideration of services already to be provided by Arrowhead
for
Global, specifically identified by Arrowhead invoice for $10,000
dated
August 11, 1997, Global and Arrowhead agree to the following:
1. Convert $10,000 of the Arrowhead invoice dated August 1, 1997
into
the equivalent value of Common Stock of Global in lieu of a cash
payment. Global agrees to issue 10,000 (Ten Thousand) shares of
Global
Common Stock par value $.0001, for purposes of this agreement
valued at
$1.00 per share. The Shares shall be free and clear of all liens
and
shall be registered by Global, at its expense, with the
Securities and
Exchange Commission on Form S-8 as soon as practicable after the
date
hereof.
2. This agreement shall be governed by, and construed in
accordance
with, the law of the State of California.
3. In the event of any litigation between the parties to declare
or
enforce any provision of this Agreement, the prevailing party
shall be
entitled to recover from the losing party, in addition to any
other
recovery and costs, reasonable attorney's fees and costs incurred
in
such litigation, in both the trial and in the appellate courts
IN WITNESS WHEREOF, the parties hereto, by their duly authorized
representatives, have signed this Agreement as of the date first
above
written.
ARROWHEAD FINANCIAL GROUP GLOBAL VENTURE
FUNDING, INC.
By: /s/ Mike S. Hall By: /s/ Robert C.
Brehm
---------------------------
- ----------------------------
Mike S. Hall Robert C. Brehm
An individual for President and Chief
Executive
Arrowhead Financial Group Officer
