CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") is entered into
as of March 10, 2000, between E-Connect, Inc., a Nevada
corporation, the Common Stock of which is registered under
Section 12(g) of the Securities Exchange Act of 1934 and
currently quoted on the Electronic Bulletin Board operated by the
National Association of Securities Dealers, Inc. (the "Company"),
and Ryan Kavanaugh, an individual residing in the State of
California ("Consultant").
WHEREAS, the Company believes that, in order to achieve the
principal business objectives (the "Business Objectives") that
have been set by its Board of Directors (the "Board"), it will
need external advice and consultative assistance in the areas of
strategic planning and business plan development and
implementation of the sort provided by business consultants and
financial advisors; and
WHEREAS, Consultant has experience in providing financial
advisory and business consulting services to companies seeking
such services; and
WHEREAS, Consultant is willing to provide to the Company
financial advisory and business consulting services on the terms
and conditions set forth in this Agreement; and
WHEREAS, the Company desires that Consultant provide to the
Company such financial advisory and business consulting services
as are reasonably requested by the Company consistently with the
terms and conditions of this Agreement.
In consideration of the mutual covenants and agreements set
forth below, the parties hereby agree as follows:
1. Term. The Company hereby retains Consultant as an
independent consultant, with the duties particularized in Section
2 hereof and subject to the other terms and conditions
particularized herein, and Consultant hereby agrees to act as
such for the Company, for a period of one (1) year commencing on
the date hereof, unless further extended by mutual agreement of
the parties hereto (the "Term").
2. Duties. During the Term, Consultant shall, on a non-
exclusive and part-time basis, in no event to exceed (without
Consultant's consent) a maximum of 10 hours per week and 40 hours
per month, render such business consulting and financial advisory
services to the Company as are requested by the Company and
reasonably related to the Company's attempt to achieve the
Business Objectives (the "Services"). The parties agree that the
Services shall expressly include (i) arranging for Peters
Entertainment, the film production company owned by Jon Peters,
to enter, on or before April 1, 2000, into a computer services
contract providing for short-term revenue to the Company in an
amount not less than $500,000, provided that, in the event that
the Company is or becomes subject, prior to the arrangement of
this contract, to a significant regulatory action initiated by
any federal or state securities regulatory authority (including,
without limitation, the halting of public trading in the
Company's securities), Consultant's obligation to arrange
therefor shall be suspended until such time, if any, as such
regulatory action is satisfactorily resolved in favor of the
Company, as determined by Consultant, and (ii) procuring the
services of Michael Sitrick to assist the Company in its public
relations function. The Company understands and hereby expressly
acknowledges that the Services to be provided to the Company by
Consultant pursuant to the terms hereof shall be on a part-time
basis only, as the bulk of Consultant's time is and will be
devoted to other clients of Consultant, including, without
limitation, clients for whom Consultant provides financial
advisory and business consulting services similar to the
Services. The Company understands and hereby expressly
acknowledges that Consultant is not registered as a broker-dealer
with the Securities and Exchange Commission ("SEC") or any state
securities regulatory body; accordingly, notwithstanding any
other provisions of this Agreement, Consultant shall not be
required hereunder to perform any action hereunder that would
involve the raising of capital or otherwise constitute "effecting
transactions in securities" as that (or any similar) phrase is
construed by the SEC or any applicable state securities
regulatory body.
3. Consideration to Consultant. The Company hereby
agrees to issue to Consultant, and Consultant hereby agrees to
accept as payment in full for past services rendered by
Consultant to the Company and the Services to be rendered by
Consultant pursuant to the terms hereof, 6,000,000 shares of the
Company's Common Stock, par value $0.01 per share (the "Common
Stock"), covered by a registration statement of the Company under
the Securities Act of 1933, as amended (the "Act"), on Form S-8
(the "S-8 Registration Statement") to be prepared by the Company
at its expense and filed by the Company with the SEC via EDGAR
not later than 10:00 a.m. (Los Angeles time) on Friday, March 17,
2000 (the "S-8 Grant Shares"). The Company covenants that the S-
8 Registration Statement shall be kept effective until such time
as all of the S-8 Grant Shares have been sold pursuant thereto.
The Company hereby further agrees to exert its best efforts to
cause as expeditiously as is practicable, but in no event by
later than 10:30 a.m. (Los Angeles time) on March 17, 2000, all
of the S-8 Grant Shares to be certificated and credited by the
Depository Trust Company ("DTC") to the securities brokerage
account of Consultant specified by Consultant (the "Account") in
written instructions previously delivered by Consultant to the
Company's outside counsel (the "Company's Attorneys").
4. Expenses. The Company hereby agrees to reimburse
Consultant for any reasonable costs or expenses, including but
not limited to travel expenses, incurred by Consultant in the
course of performing Services pursuant to this Agreement or
otherwise at the direction of the Company.
5. Independent Contractor Relationship; Duty of
Cooperation. It is understood and agreed that Consultant's
relationship to the Company is that of an independent contractor
and that neither this Agreement nor the Services to be rendered
hereunder shall for any purpose whatsoever or in any way or
manner create any employer-employee or joint-venture
relationship. The Company agrees to cooperate fully with
Consultant in order to allow Consultant to discharge efficiently
his obligations to provide the Services to the Company hereunder.
6. Capitalization of the Company. The Company hereby
represents and warrants to Consultant that, as of the date
hereof, the issued and outstanding securities of the Company
consist of ___________ shares of the Common Stock, counting for
this purpose all of the underlying shares of the Common Stock
covered by all options, warrants and other rights to purchase
such shares issued by the Company and outstanding as of the date
hereof (exclusive of the S-8 Grant Shares). The Company has not
issued any options, warrants or other rights to purchase capital
stock of the Company, other than the Common Stock. As of the
date hereof, except as disclosed on Schedule I attached hereto,
the Company has no concrete or tentative plans to issue any
additional shares of capital stock during the Term, other than
the S-8 Grant Shares and shares issuable upon the exercise of
presently outstanding options, warrants and other rights to
purchase shares of the Common Stock.
7. Miscellaneous.
(a) Any and all notices and other communications
hereunder shall be in writing and shall be deemed to have been
duly given when delivered personally or forty-eight (48) hours
after being mailed, certified or registered mail, returned
receipt requested, postage pre-paid, to Consultant's or the
Company's address shown below. The Company and Consultant may
change their respective addresses for the purposes of notice at
any time by the giving of notices pursuant to this subparagraph.
Company:E-Connect, Inc.
2500 Via Cabrillo Marina
Suite 112
San Pedro, CA 90731
Attn: Mr. Thomas Hughes
Consultant: Ryan Kavanaugh
c/o Miller & Holguin
1801 Century Park East, 7th Floor
Los Angeles, CA 90067
Attn: Brian A. Sullivan, Esq.
(b) Time is of the essence of this Agreement with
respect to each and every provision of this Agreement as to which
time is a factor.
(c) No change in, modification of, or addition,
amendment or supplement of, this Agreement shall be valid unless
set forth in writing and signed and dated by both parties
subsequent to the execution of this Agreement.
(d) The Company and Consultant, without the necessity
of any further consideration, agree to execute and deliver such
other documents and take such other actions as may be necessary
or desirable to consummate more effectively the purposes and
subject matter of this Agreement.
(e) The existence, validity, construction and
operational effect of this Agreement and the rights and
obligations of the Company and Consultant hereunder shall be
determined in accordance with the laws of the State of
California; provided, however, that any provision of this
Agreement which may be prohibited by law or otherwise held
invalid shall be ineffective only to the extent of such
prohibition or invalidity and shall not invalidate or otherwise
render ineffective any or all of the remaining provisions of this
Agreement. Any litigation concerning or to enforce the
provisions of this Agreement shall be brought at the election of
the Company or Consultant in the courts of Los Angeles,
California.
(f) In the event of any controversy, claim, or
dispute between the Company and Consultant arising out of or
relating to this Agreement, the prevailing party shall be
entitled to recover from the non-prevailing party reasonable
expenses, including, but not by way of limitation, attorneys'
fees and accountants' fees.
(g) The covenants, agreements, representations,
warranties, terms and conditions contained in this Agreement
shall be binding upon and inure to the benefit of the successors
and assigns of the Company and Consultant; provided, however,
that Consultant may not assign or transfer Consultant's duties to
provide the Services hereunder except upon the written consent of
the Company in its sole and absolute discretion.
(h) This Agreement constitutes the entire agreement
between the parties as to the subject matter hereof and
supersedes and terminates as of this date any prior agreements,
whether written or oral, between the parties with respect
thereto. No provision of this Agreement shall be waived except
in writing signed by the party against whom such waiver is
asserted. Any such waiver shall be limited to the particular
instance, and waiver of a provision in one instance shall not
prevent a party thereafter from enforcing each and every other
provision of this Agreement.
(i) The section headings used in this Agreement are
intended solely for convenience of reference, and shall not in
any way or manner amplify, limit, or modify, or otherwise be used
in the interpretation of, any of the provisions of this
Agreement, and the masculine, feminine, or neuter gender and the
singular or plural number shall be deemed to include the others
whenever the context so indicates or requires.
(j) The Company hereby covenants to deliver to
Consultant, not later than 11:00 a.m. (Los Angeles time) on March
17, 2000, a letter from the Company's Attorneys, addressed to
Consultant, advising that all of the S-8 Grant Shares (i) have
been issued to Consultant pursuant to proper authorization by the
Board under a then effective registration statement on Form S-8
under the Act, and (ii) have been credited by DTC to the Account.
Upon receipt by Consultant of this letter, Consultant shall
promptly remit the sum of $100,000 to the Company, in
consideration of the Company's agreement to prepare at its
expense and file with the SEC the S-8 Registration Statement and
to keep it effective under the Act until such time as all of the
S-8 Grant Shares have been sold pursuant thereto, provided that,
in the event that the Company is or becomes subject, prior to
Consultant's receipt of the letter, to a significant regulatory
action initiated by any federal or state securities regulatory
authority (including, without limitation, the halting of public
trading in the Company's securities), Consultant's obligation to
remit $100,000 shall be suspended until such time, if any, as
such regulatory action is satisfactorily resolved in favor of the
Company, as determined by Consultant.
"THE COMPANY"
E-CONNECT, INC.
By: /s/ Thomas Hughes
Name: Thomas Hughes
Title: Chief Executive Officer
"CONSULTANT"
RYAN KAVANAUGH
/s/ Ryan Kavanaugh
