CONSULTING AGREEMENT
--------------------
THIS CONSULTING AGREEMENT (the "Agreement") is entered into as of this 26th day
April, 2000 between Stockbroker Presentations, Inc., a Florida Corporation
based at 207 Jasmine Lane, Longwood, Florida 32779(herein referred to as "SPI")
and AFFILIATED RESOURCES CORPORATION, a Colorado Corporation based at 3050 Post
Oak Blvd, Suite 1080 , Houston, Texas 77056 Corporation based at herein referred
to as "COMPANY"), collectively SPI and COMPANY hereinafter referred to as "the
parties".
WITNESSETH:
WHEREAS, COMPANY requires the services of SPI; and
WHEREAS, SPI an investor relations firm with experience in the
dissemination of information about private and publicly traded companies; and is
in the business of providing investor relations services and other related
programs, services and products to other clients.
AGREEMENT
1. APPOINTMENT
COMPANY hereby appoints and engages SPI as its advisor and hereby retains and
employs SPI on the terms and conditions of this Consulting Agreement. SPI
accepts such appointment and agrees to perform the services upon the terms and
conditions of said Consulting Agreement.
2. ENGAGEMENT
COMPANY engages SPI to provide the services described in paragraph 3 herein.
SPI accepts said engagement and COMPANY as a client, and agrees to provide
services to COMPANY as further described in paragraph 3 below and subject to the
provisions of this Consulting Agreement, for a period of one(1) year.
3. AUTHORITY AND DESCRIPTION OF SERVICES
During the term of this Consulting Agreement SPI shall furnish some or all of
the various services described in Addenda A, as requested by the COMPANY and
agreed upon by the parties as described herein as follows:
SPI shall act, generally, as corporate Investor relations counsel,
essentially acting (as liaison between COMPANY and its Stockbrokers; (2) as
advisor to COMPANY with respect to existing and potential market makers,
broker-dealers, and Stockbrokers as well as being the liaison between COMPANY
and such persons.
The Consultant shall not be required to perform any investment banking
related activities on behalf of , as a condition of this Agreement. For the
purposes of this
_______________ ________________
SPI COMPANY
<PAGE>
Agreement Investment Banking activities shall be defined as being any of the
following:
1. The location , negotiation and/or securing of any public or private
debt for AFFILIATED RESOURCES CORPORATION.
2. The location, negotiation and/or securing of any public or
private equity for AFFILIATED RESOURCES CORPORATION.
3. The production of any documentation that is to be utilized
for the purposes and activities as relating to the activities as outlined in
subheadings (1) and (2) above.
4. Any other activities as may normally be associated with the
practice of investment banking.
4. TERM OF AGREEMENT
This Consulting Agreement shall become effective upon execution hereof and shall
continue thereafter and remain in effect for a period of twelve (12) months. It
is expressly acknowledged and agreed by and between the parties hereto that SPI
shall not be obligated to provide any services and/or perform any work related
to this Consulting Agreement until such time any agreed and/or specified
retainer (deposit, initial fee, down payment) in U.S. funds, and/or other
specified and/or agreed valuable consideration, has been received by SPI.
Further, SPI may terminate services should COMPANY fail to make all payments
upon receipt of invoices. Time is of the essence with respect to payment by
Company of SPI invoices.
5. WHERE SERVICES SHALL BE PERFORMED
SPI's services shall be performed at the main office location of SPI .
6. DUTIES OF THE COMPANY.
a. COMPANY will notify SPI in writing a minimum of thirty (30) days prior
to making any private or public offering of securities, including but not
limited to S-8 filing or Regulations S unless prohibited by Federal Securities
laws.
b COMPANY will notify SPI at least thirty (30) days prior to any insider
selling of COMPANY'S stock.
c. In that SPI shareholder, officers, employees, and/ or their families
may hold a position in and engage in transactions with respect to COMPANY
securities, and in light of the fact that SPI imposes restrictions on such
transactions to guard against trading on the basis of material nonpublic
information, COMPANY shall contemporaneously notify SPI if any information or
data being supplied to SPI has not been generally released or promulgated.
7. REPRESENTATION, UNDERTAKINGS AND INDEMNIFICATION
_______________ ________________
SPI COMPANY
<PAGE>
7 a. The execution and performances of this Consulting Agreement by
COMPANY has been duly authorized by the Board of Directors of COMPANY in
accordance with applicable law, and to the extent required, by the requisite
number of shareholders of COMPANY.
--------
b. The performance by COMPANY of this Consulting Agreement will not
violate any applicable court decree or order, law or regulation, nor will it
violate any provision of the organizational documents and/or by laws of COMPANY
or any contractual obligation by which COMPANY may be bound.
8 AGREEMENT NOT TO HIRE
COMPANY acknowledges that SPI has expended considerable time, effort and expense
in training the respective employees, independent contractors, subcontractors
and vendors of SPI in the methods of operation, and that the employees and
consultants of SPI will acquire confidential knowledge and information as to
accounts, customers and business patrons, as well as confidential knowledge and
information concerning the methods, forms, contracts and negotiations procedures
and methods of SPI.The company agrees not to employ any employee of SPI for a
period of twenty four (24) months from the expiration or termination of this
Contract, without the written consent of SPI.
9. COMPENSATION AND DISCLAIMERS
a. Compensation payable to SPI for all general investor relations services and
other services hereunder, including but not limited to acquisition and merger
services, shall be paid by COMPANY to SPI by the means and in the manner
or manners as specified in "Addendum A", a copy of which is attached hereto and
incorporated herein by this reference.
b. In recognition and mutual acknowledgment of the fact that AFFILIATED
RESOURCES CORPORATION is a company in its development stage and is further
engaged in a business of a highly speculative nature with little or no current
revenues, income or liquid market for its stock at this time the Consultant
makes no representations, warranties or other affirmations as to the efficacy,
viability and/or success of any efforts that may be undertaken on the Company's
behalf, andhereby acknowledges, accepts and understands such disclaimers as made
by the Consultant.
10. DILUTION
SPI acknowledges that ARCX is currently seeking to increase the number of common
shares to 50,000,000. COMPANY will not, by Amendment to its Articles of
Incorporation or through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities or any other voluntary action,
dilute the securities issued to SPI or , avoid or seek to avoid the observance
of any term of this Consulting Agreement. COMPANY will in good faith assist in
the carrying out of all such terms and in the taking of all such action that is
necessary or appropriate to protect SPI against dilution or other impairment of
SPI's securities. COMPANY shall not for a period of six (6) months of this
_______________ ________________
SPI COMPANY
<PAGE>
Consulting Agreement enter into any transaction including reorganization,
transfer of assets, consolidation, merger, dissolution, issue or sale of
securities including additional shares or any other voluntary action with the
exception to the terms and conditions of a contract between company and
International Investment Banking, dated May 3, 2000. Options that are issued
expire from the latter of one (1) year from the termination of this contract or
the options have been registered with the SEC and the company has free trading
shares to complete the options. If the company reverses or splits their stock ,
the options are revised accordingly.
Should there be a stock dividend or spin off of part of the company the SPI
contract will remain in effect with ARCX, and any subsequent IR. work will be
negotiated with SPI at that time for any new company.
11. BILLING AND PAYMENT
Monthly fees or payments shall be due by the first day of the month and payable
upon invoice.
12. SPI AS AN INDEPENDENT CONTRACTOR
SPI shall provide said services as an independent contractor, and not as an
employee or of any company affiliated with COMPANY. SPI has no authority to
bind COMPANY or any affiliate of COMPANY to any legal action, contract,
agreement, or purchase, and such action cannot be construed to be made in good
faith or with the acceptance of COMPANY; thereby becoming the sole
responsibility of SPI. SPI is not entitled to any medical coverage, life
insurance, savings plans, health insurance, or any and all other benefits
afforded COMPANY employees. SPI shall be solely responsible for any Federal,
State or local taxes, and should COMPANY for any reason by required to pay taxes
at a later date, SPI shall reassure such payment is made by SPI and not by
COMPANY. SPI shall be responsible for all workers compensations payments and
herein holds COMPANY harmless for any and all such payments and responsibilities
related hereto.
13. SPI MAY ENGAGE IN CONFLICTING ACTIVITIES
COMPANY hereby acknowledges notification by SPI and understands that SPI does,
and shall, represent and service other and multiple clients in the same manner
as it does COMPANY, and
that COMPANY is not an exclusive client of SPI. However, SPI shall not represent
any client that would be a direct competitor.
14. AMENDMENTS
This Consulting Agreement may be modified or amended, provided such
modifications or amendments are mutually agreed upon by and between the parties
hereto and that said modifications or amendments are made in writing and signed
by both parties.
_______________ ________________
SPI COMPANY
<PAGE>
15. SEVERABILITY
If any provision of this Consulting Agreement shall be held to be contrary to
law, invalid or unenforceable for any reason, the remaining provisions shall
continue to be valid and enforceable. If a court finds that any provision of
this Consulting Agreement is contrary to law, invalid or unenforceable, and that
by limiting such provision it would become valid and enforceable, then such
provision shall be deemed to be written, construed, and enforced as so limited.
16. ATTORNEYS FEES
In the event either party is in default of the terms or conditions of this
Consulting Agreement and legal action is initiated or suit be entered as a
result of such default, the prevailing party shall be entitled to recover all
costs incurred as a result of such default including all costs, reasonable
attorney fees, expenses and court costs through trial, appeal and to final
disposition.
17. RETURN OF RECORDS
Upon termination of this Consulting Agreement, SPI shall deliver all records,
notes, data, memorandum, models and equipment of any nature that are in the
control of SPI that are the property of or relate to the business of COMPANY.
18. MISCELLANEOUS
a. Currency: In all instances, references to dollars shall be United
States Dollars.
b. Stock: In all instances, references to stock and/ or options shall
be deemed to be unrestricted and free trading.
c. Any restricted shares or options that SPI agrees to accept as
partial payment for services, will have piggy back rights on any registration
the company makes with appropriate regulatory bodies.
19. NOTICES
All notices hereunder shall be in writing and addressed to the party at the
address herein set forth, or at such other address which notice pursuant to this
section may be given. Any notice required or permitted by this Consulting
Agreement to be given shall be given to the respective parties at the address
first written above, on page one (1) of this Consulting Agreement.
20. EXCLUSION WITH RESPECT TO PARTNERSHIP
The parties agree that, in no way, shall this Consulting Agreement be construed
as being an act of partnership between the parties hereto and that no party
hereto shall have, as a result of the execution of this Consulting Agreement,
any liability for the commitments of any other party of any type, kind or sort.
21. INUREMENT
_______________ ________________
SPI COMPANY
<PAGE>
This Consulting Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective heirs, executors, administrators, personal
representatives, successors, assigns and any addendas attached hereto.
Notwithstanding anything to the contrary herein, if (a) all or substantially all
of the assets of the Company should be transferred (wither by sale, exchange,
foreclosure, liquidation, dissolution, repurchase or other disposition) to a
corporation or other entity without the prior consent of the Consultant, this
Agreement shall also continue to be binding upon both the Consultant as well as
the transferee corporation and/or entity, and the Company shall make adequate
provisions within remaining jointly and severally liable hereunder.
22. COMPANY AGREES TO PROVIDE AND PAY COSTS FOR:
* Weekly DTC sheets.
* Monthly shareholder list. (SPI will pay if we require more often.)
* Bi-weekly press release.
* Monthly NOBL list.
* Bi- weekly broker teleconference calls.
* Transfer Agent/ clearing firm weekly stock activity report which includes
notification before any new stock is issued or any restricted stock is being
converted to free trading stock. Company will provide SPI with a copy of letter
sent to transfer agent. Requesting this report
* Copy of Moodys or S&P Blue Sky certification.
* Due Diligence Package equivalent to Stockbroker Presentations ,Inc. standard
package.
* Web site equivalent to Stockbroker Presentations, Inc. standard website.
23. ENTIRE AGREEMENT
This Consulting Agreement contains the entire agreement of the parties and may
be modified or amended only by agreement in writing, signed by the party against
whom enforcement of waiver, change, amendment, modification, extension or
discharge is sought. It is declared by both parties that there are no oral or
other agreements or understanding between them affecting this Consulting
Agreement, or relating to the business of SPI. This Consulting Agreement
supersedes all previous agreements between SPI and COMPANY.
23. APPLICABLE LAW
This Consulting Agreement is executed pursuant to and shall be interpreted and
governed for all purposes by the laws of the State of Florida for which the
Courts shall have jurisdiction. If any provision of this Consulting Agreement
is declared void, such provision shall be deemed severed from this Consulting
Agreement, which shall otherwise remain in full force and effect.
_______________ ________________
SPI COMPANY
<PAGE>
24. ACCEPTANCE BY SPI
This Consulting Agreement is not valid or binding upon SPI unless and until
executed by its President or other duly authorized executive officer or SPI at
its home office located at 207 Jasmine lane, Longwood,Florida 32779.
25. EXECUTION IN COUNTERPART; TELECOPY-FAX
This Consulting Agreement may be executed in counterparts, not withstanding the
date or dates upon which this Consulting Agreement is executed and delivered by
any of the parties, and shall be deemed to be an original and all of which
constitute one and the same agreement, effective as of the reference date first
written above. The fully executed telecopy (fax) version of this Consulting
Agreement shall be construed by all parties hereto as an original version of
said Consulting Agreement.
26. DISCLAIMER
SPI is in the business of investor/public relations and other related business,
as previously stated above, and in no way proclaims to be an investment advisor
and/or stock or securities broker. SPI is not licensed as a stock or securities
broker and is not in the business of selling such stocks or securities or
advising as to the investment viability or worth of such stocks or securities.
STOCKBROKER PRESENTATIONS,INC. AFFILIATED RESOURCES CORPORATION
SIGNATURE: SIGNATURE:
________________________________ _____________________________
TITLE:_____________DATE:______ TITLE:_________DATE:_______
WITNESSED BY:________________ WITNESSED BY:_____________
