U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
eConnect
(Exact name of registrant as specified in its charter)
Nevada 43-1239043
(State of Incorporation) (I.R.S. Employer ID No.)
2500 Via Cabrillo Marina, Suite 112, San Pedro, California 90731
(Address of Principal Executive Offices) (Zip Code)
Retainer Stock Plan for Non-Employee Directors and Consultants
(Full title of the Plan)
Brian F. Faulkner, Esq., 3900 Birch Street, Suite 113, Newport
Beach, California 92660
(Name and address of agent for service)
(949) 975-0544
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Amount to be Proposed Proposed Amount of
Securities Registered Maximum Aggregate Registration
to be Offering Offering Fee
Registered Price Per Price
Share (1)
Common
Stock 6,000,000 $0.001 $6,000 $1.58
(1) The Offering Price is used solely for purposes of estimating
the registration fee pursuant to Rule 457(h) promulgated
pursuant to the Securities Act of 1933. The Offering Price per
Share is established pursuant to a Retainer Stock Plan for Non-
Employee Directors and Consultants, set forth in Exhibit 4.1 to
this Form S-8 (see Exhibit Index on page 7).
PART I. INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
See Item 2 below.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
The documents containing the information specified in Part I,
Items 1 and 2, will be delivered to each of the participants in
accordance with Form S-8 and Rule 428 promulgated under the
Securities Act of 1933. The participants shall provided a written
statement notifying them that upon written or oral request they
will be provided, without charge, (i) the documents incorporated
by reference in Item 3 of Part II of the registration statement,
and (ii) other documents required to be delivered pursuant to
Rule 428(b). The statement will inform the participants that
these documents are incorporated by reference in the Section
10(a) prospectus, and shall include the address (giving title or
department) and telephone number to which the request is to be
directed.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following are hereby incorporated by reference:
(a) The registrant's latest annual report on Form 10-KSB/A for the
fiscal year ended August 31, 1998.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the
registration documents referred to in (a) above.
(c) A description of the securities of the registrant as contained in
a Form SB-2 filed on September 7, 1999.
All documents subsequently filed by the registrant pursuant to
Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange
Act of 1934, prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or
which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in the registration
statement and to be part thereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
No named expert or counsel was hired on a contingent basis, will
receive a direct or indirect interest in the small business
issuer, or was a promoter, underwriter, voting trustee, director,
officer, or employee of the registrant.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article VII of the registrant's bylaws provide for the
indemnification of the directors and officers of the registrant
against expense of any action to which he was or is a party to is
threatened to be made a party by reason of the fact that he is or
was an officer of the registrant. Such indemnification shall be
available if the director or officer acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best
interests of the registrant, and, if it is a criminal action, he
had no reasonable cause to believe his conduct was unlawful. If
the action be one by or in the right of the registrant to procure
a judgment in its favor, then in addition to the preceding
requirements, an officer or director shall be indemnified only is
he is not adjudged to be liable for negligence or misconduct in
the performance of his duty to the registrant, or is he is
adjudged to be liable for negligence or misconduct in such
performance, then he shall be indemnified only to the extent that
the court in which such action was brought shall determine that
in view of all the circumstances, such person is fairly and
reasonably entitled to indemnity for such expenses incurred. If
there is indemnification, then it shall be for expenses actually
and reasonably incurred by him in connection with such action.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The Exhibits required by Item 601 of Regulation S-B, and an index
thereto, are attached.
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(a) (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this 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;
(2) That, for the purpose of determining any 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 therein, and the offering of such securities
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) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual
report pursuant to section 13(a) or section 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 that time shall be deemed to be the initial bona fide offering
thereof.
(e) To deliver or cause to be delivered with the prospectus, to
each person to whom the prospectus is sent or given, the latest
annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting
the requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information
required to be presented by Article 3 of Regulation S-X are not
set forth in the prospectus, to deliver, or cause to be delivered
to each person to whom the prospectus is sent or given, the
latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial
information
(h) That 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 the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of 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 the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as 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, the
registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorize, in the City
of San Pedro, State of California, on February 7, 2000.
eConnect
By: /s/ Thomas S. Hughes
Thomas S. Hughes, President
Special Power of Attorney
The undersigned constitute and appoint Thomas S. Hughes their
true and lawful attorney-in-fact and agent with full power of
substitution, for him and in his name, place, and stead, in any
and all capacities, to sign any and all amendments, including
post-effective amendments, to this Form S-8 Registration
Statement, and to file the same with all exhibits thereto, and
all documents in connection therewith, with the Securities and
Exchange Commission, granting such attorney-in-fact the full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that such
attorney-in-fact may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons
in the capacities and on the date indicated:
Signature Title Date
/s/ Thomas S. Hughes Director, President and February 7, 2000
Thomas S. Hughes Chief Executive Officer
/s/ Jack M. Hall Director and Secretary February 7, 2000
Jack M. Hall
/s/ Diane Hewitt Director and Treasurer February 7, 2000
Diane Hewitt
EXHIBIT INDEX
Exhibit Method of
Number Description Filing
4.1 Retainer Stock Plan for Non-Employee Directors
and Consultants See Below
4.2 Consulting Services Agreement (Laurel-Jayne
Yapel Manzanares) See Below
4.3 Consulting Services Agreement (Marcine Aniz
Uhler) See Below
4.4 Consulting Services Agreement (William Lane) See Below
4.5 Consulting Services Agreement (Earl Gilbrech) See Below
4.6 Consulting Services Agreement (Edward James
Wexler) See Below
4.7 Consulting Services Agreement (Dominique
Einhorn) See Below
5 Opinion Re: Legality See Below
23.1 Consent of Accountant See Below
23.2 Consent of Counsel See Below
24 Special Power of Attorney See
Signature
Page
AMENDED AND RESTATED
eCONNECT
RETAINER STOCK PLAN FOR
NON-EMPLOYEE DIRECTORS AND CONSULTANTS
1. Introduction.
This plan shall be known as the "eConnect Retainer Stock Plan For
Non-Employee Directors and Consultants" is hereinafter referred
to as the "Plan". The purposes of the Plan are to enable
eConnect, a Nevada corporation ("Company"), to promote the
interests of the Company and its shareholders by attracting and
retaining non-employee Directors and Consultants capable of
furthering the future success of the Company and by aligning
their economic interests more closely with those of the Company's
shareholders, by paying their retainer or fees in the form of
shares of the Company's common stock, par value one tenth of one
cent ($0.001) per share ("Common Stock").
2. Definitions.
The following terms shall have the meanings set forth below:
"Board" means the Board of Directors of the Company.
"Change of Control" has the meaning set forth in Section 12(d).
"Code" means the Internal Revenue Code of 1986, as amended, and
the rules and regulations thereunder. References to any provision
of the Code or rule or regulation thereunder shall be deemed to
include any amended or successor provision, rule or regulation.
"Committee" means the committee that administers the Plan, as
more fully defined in Section 13.
"Common Stock" has the meaning set forth in Section 1.
"Company" has the meaning set forth in Section 1.
"Deferral Election" has the meaning set forth in Section 6.
"Deferred Stock Account" means a bookkeeping account maintained
by the Company for a Participant representing the Participant's
interest in the shares credited to such Deferred Stock
Account pursuant to Section 7.
"Delivery Date" has the meaning set forth in Section 6.
"Director" means an individual who is a member of the Board of
Directors of the Company.
"Dividend Equivalent" for a given dividend or other distribution
means a number of shares of Common Stock having a Fair Market
Value, as of the record date for such dividend or distribution,
equal to the amount of cash, plus the fair market value on the
date of distribution of any property, that is distributed with
respect to one share of Common Stock pursuant to such dividend or
distribution; such fair market value to be determined by the
Committee in good faith.
"Effective Date" has the meaning set forth in Section 3.
"Exchange Act" has the meaning set forth in Section 13(b).
"Fair Market Value" means the mean between the highest and lowest
reported sales prices of the Common Stock on the NYSE Composite
Tape or, if not listed on such exchange, on any other national
securities exchange on which the Common Stock is listed or on
NASDAQ on the last trading day prior to the date with respect to
which the Fair Market Value is to be determined.
"Participant" has the meaning set forth in Section 4.
"Payment Time" means the time when a Stock Retainer is payable to
a Participant pursuant to Section 5 (without regard to the effect
of any Deferral Election).
"Stock Retainer" has the meaning set forth in Section 5.
"Third Anniversary" has the meaning set forth in Section 6.
3. Effective Date of the Plan.
The Plan shall be effective as of April 26, 1999 ("Effective
Date"), provided that it is approved by the Board.
4. Eligibility.
*Each individual who is a Director or Consultant on the Effective
Date and each individual who becomes a Director or Consultant
thereafter during the term of the Plan, shall be a participant
("Participant") in the Plan, in each case during such period as
such individual remains a Director or Consultant and is not an
employee of the Company or any of its subsidiaries. Each credit
of shares of Common Stock pursuant to the Plan shall be evidenced
by a written agreement duly executed and delivered by or on
behalf of the Company and a Participant, if such an agreement is
required by the Company to assure compliance with all applicable
laws and regulations.
5. Grants of Shares.
Commencing on the Effective Date, the amount for service to
directors or consultants shall instead be payable in shares of
Common Stock ("Stock Retainer") pursuant to this Plan at the
deemed issuance price of one tenth of one cent ($0.001) per
Share.
6. Deferral Option.
From and after the Effective Date, a Participant may make an
election (a "Deferral Election") on an annual basis to defer
delivery of the Stock Retainer specifying which one of the
following way the Stock Retainer is to be delivered: (a) on the
date which is three years after the Effective Date for which it
was originally payable ("Third Anniversary"), (b) on the date
upon which the Participant ceases to be a Director or Consultant
for any reason ("Departure Date") or (c) in five equal annual
installments commencing on the Departure Date ("Third
Anniversary" and "Departure Date" each being referred to herein
as a "Delivery Date"). Such Deferral Election shall remain in
effect for each Subsequent Year unless changed, provided that,
any Deferral Election with respect to a particular Year may not
be changed less than six (6) months prior to the beginning of
such Year and provided, further, that no more than one Deferral
Election or change thereof may be made in any Year.
Any Deferral Election and any change or revocation thereof shall
be made by delivering written notice thereof to the Committee no
later than six (6) months prior to the beginning of the Year in
which it is to be effected; provided that, with respect to the
Year beginning on the Effective Date, any Deferral Election or
revocation thereof must be delivered no later than the close of
business on the thirtieth (30th) day after the Effective Date.
7. Deferred Stock Accounts.
The Company shall maintain a Deferred Stock Account for each
Participant who makes a Deferral Election to which shall be
credited, as of the applicable Payment Time, the number of shares
of Common Stock payable pursuant to the Stock Retainer to which
the Deferral Election relates. So long as any amounts in such
Deferred Stock Account have not been delivered to the Participant
under Section 8, each Deferred Stock Account shall be credited as
of the payment date for any dividend paid or other distribution
made with respect to the Common Stock, with a number of shares of
Common Stock equal to (a) the number of shares of Common Stock
shown in such Deferred Stock Account on the record date for such
dividend or distribution multiplied by (b) the Dividend
Equivalent for such dividend or distribution.
8. Delivery of Shares.
(a) The shares of Common Stock in a Participant's Deferred Stock
Account with respect to any Stock Retainer for which a Deferral
Election has been made (together with dividends attributable to
such shares credited to such Deferred Stock Account) shall be
delivered in accordance with this Section 8 as soon as
practicable after the applicable Delivery Date. Except with
respect to a Deferral Election pursuant to Section 6(c), or other
agreement between the parties, such shares shall be delivered at
one time; provided that, if the number of shares so delivered
includes a fractional share, such number shall be rounded to the
nearest whole number of shares. If the Participant has in effect
a Deferral Election pursuant to Section 6(c), then such shares
shall be delivered in five equal annual installments (together
with dividends attributable to such shares credited to such
Deferred Stock Account), with the first such installment being
delivered on the first anniversary of the Delivery Date; provided
that, if in order to equalize such installments, fractional
shares would have to be delivered, such installments shall be
adjusted by rounding to the nearest whole share. If any such
shares are to be delivered after the Participant has died or
become legally incompetent, they shall be delivered to the
Participant's estate or legal guardian, as the case may be, in
accordance with the foregoing; provided that, if the Participant
dies with a Deferral Election pursuant to Section 6(c) in effect,
the Committee shall deliver all remaining undelivered shares to
the Participant's estate immediately. References to a Participant
in this Plan shall be deemed to refer to the Participant's estate
or legal guardian, where appropriate.
(b) The Company may, but shall not be required to, create a
grantor trust or utilize an existing grantor trust (in either
case, "Trust") to assist it in accumulating the shares of Common
Stock needed to fulfill its obligations under this Section 8.
However, Participants shall have no beneficial or other interest
in the Trust and the assets thereof, and their rights under the
Plan shall be as general creditors of the Company, unaffected by
the existence or nonexistence of the Trust, except that
deliveries of Stock Retainers to Participants from the Trust
shall, to the extent thereof, be treated as satisfying the
Company's obligations under this Section 8.
9. Share Certificates; Voting and Other Rights.
The certificates for shares delivered to a Participant pursuant
to Section 8 above shall be issued in the name of the
Participant, and from and after the date of such issuance the
Participant shall be entitled to all rights of a shareholder with
respect to Common Stock for all such shares issued in his or her
name, including the right to vote the shares, and the Participant
shall receive all dividends and other distributions paid or made
with respect thereto.
10. General Restrictions.
(a) Notwithstanding any other provision of the Plan or
agreements made pursuant thereto, the Company shall not be
required to issue or deliver any certificate or certificates for
shares of Common Stock under the Plan prior to fulfillment of all
of the following conditions:
(i) Listing or approval for listing upon official notice of
issuance of such shares on the New York Stock Exchange, Inc., or
such other securities exchange as may at the time be a market for
the Common Stock;
(ii) Any registration or other qualification of such shares
under any state or federal law or regulation, or the maintaining
in effect of any such registration or other qualification which
the Committee shall, upon the advice of counsel, deem necessary
or advisable; and
(iii) Obtaining any other consent, approval, or permit from any
state or federal governmental agency which the Committee shall,
after receiving the advice of counsel, determine to be necessary
or advisable.
(b) Nothing contained in the Plan shall prevent the Company from
adopting other or additional compensation arrangements for the
Participants.
11. Shares Available.
Subject to Section 12 below, the maximum number of shares of
Common Stock which may in the aggregate be paid as Stock
Retainers pursuant to the Plan is ten million (10,000,000).
Shares of Common Stock issueable under the Plan may be taken from
treasury shares of the Company or purchased on the open market.
12. Adjustments; Change of Control.
(a) In the event that there is, at any time after the Board
adopts the Plan, any change in corporate capitalization, such as
a stock split, combination of shares, exchange of shares,
warrants or rights offering to purchase Common Stock at a price
below its fair market value, reclassification, or
recapitalization, or a corporate transaction, such as any merger,
consolidation, separation, including a spin-off, or other
extraordinary distribution of stock or property of the Company,
any reorganization (whether or not such reorganization comes
within the definition of such term in Section 368 of the Code) or
any partial or complete liquidation of the Company (each of the
foregoing a "Transaction"), in each case other than any such
Transaction which constitutes a Change of Control (as defined
below), (i) the Deferred Stock Accounts shall be credited with
the amount and kind of shares or other property which would have
been received by a holder of the number of shares of Common Stock
held in such Deferred Stock Account had such shares of Common
Stock been outstanding as of the effectiveness of any such
Transaction, (ii) the number and kind of shares or other property
subject to the Plan shall likewise be appropriately adjusted to
reflect the effectiveness of any such Transaction and (iii) the
Committee shall appropriately adjust any other relevant
provisions of the Plan and any such modification by the Committee
shall be binding and conclusive on all persons.
(b) If the shares of Common Stock credited to the Deferred Stock
Accounts are converted pursuant to Section 12(a) into another
form of property, references in the Plan to the Common Stock
shall be deemed, where appropriate, to refer to such other form
of property, with such other modifications as may be required for
the Plan to operate in accordance with its purposes. Without
limiting the generality of the foregoing, references to delivery
of certificates for shares of Common Stock shall be deemed to
refer to delivery of cash and the incidents of ownership of any
other property held in the Deferred Stock Accounts.
(c) In lieu of the adjustment contemplated by Section 12(a), in
the event of a Change of Control, the following shall occur on
the date of the Change of Control: (i) the shares of Common
Stock held in each Participant's Deferred Stock Account shall be
deemed to be issued and outstanding as of the Change of Control;
(ii) the Company shall forthwith deliver to each Participant who
has a Deferred Stock Account all of the shares of Common Stock or
any other property held in such Participant's Deferred Stock
Account; and (iii) the Plan shall be terminated.
(d) For purposes of this Plan, Change of Control shall mean any
of the following events:
(i) The acquisition by any individual, entity or group (within
the meaning of Section 13(d)(3) or 14(d)(2) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")) (a
"Person") of beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of 20% or more of
either (a) the then outstanding shares of common stock of the
Company ("Outstanding Company Common Stock") or (b) the combined
voting power of the then outstanding voting securities of the
Company entitled to vote generally in the election of directors
("Outstanding Company Voting Securities"); provided, however,
that the following acquisitions shall not constitute a Change of
Control: (a) any acquisition directly from the Company
(excluding an acquisition by virtue of the exercise of a
conversion privilege unless the security being so converted was
itself acquired directly from the Company), (b) any acquisition
by the Company, (c) any acquisition by any employee benefit plan
(or related trust) sponsored or maintained by the Company or any
corporation controlled by the Company or (d) any acquisition by
any corporation pursuant to a reorganization, merger or
consolidation, if, following such reorganization, merger or
consolidation, the conditions described in clauses (a), (b) and
(c) of paragraph (iii) of this Section 12(d) are satisfied; or
(ii) Individuals who, as of the date hereof, constitute the
Board of the Company (as of the date hereof, "Incumbent Board")
cease for any reason to constitute at least a majority of the
Board; provided, however, that any individual becoming a director
subsequent to the date hereof whose election, or nomination for
election by the Company's shareholders, was approved by a vote of
at least a majority of the directors then comprising the
Incumbent Board shall be considered as though such individual
were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office
occurs as a result of either an actual or threatened election
contest (as such terms are used in Rule 14a-11 of Regulation 14A
promulgated under the Exchange Act) or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person
other than the Board; or
(iii) Approval by the shareholders of the Company of a
reorganization, merger, binding share exchange or consolidation,
unless, following such reorganization, merger, binding share
exchange or consolidation (a) more than sixty percent (60%) of,
respectively, the then outstanding shares of common stock of the
corporation resulting from such reorganization, merger, binding
share exchange or consolidation and the combined voting power of
the then outstanding voting securities of such corporation
entitled to vote generally in the election of directors is then
beneficially owned, directly or indirectly, by all or
substantially all of the individuals and entities who were the
beneficial owners, respectively, of the Outstanding Company
Common Stock and Outstanding Company Voting Securities
immediately prior to such reorganization, merger, binding share
exchange or consolidation in substantially the same proportions
as their ownership, immediately prior to such reorganization,
merger, binding share exchange or consolidation, of the
Outstanding Company Common Stock and Outstanding Company Voting
Securities, as the case may be, (b) no Person (excluding the
Company, any employee benefit plan (or related trust) of the
Company or such corporation resulting from such reorganization,
merger, binding share exchange or consolidation and any Person
beneficially owning, immediately prior to such reorganization,
merger, binding share exchange or consolidation, directly or
indirectly, twenty percent (20%) or more of the Outstanding
Company Common Stock or Outstanding Company Voting Securities, as
the case may be) beneficially owns, directly or indirectly,
twenty percent (20%) or more of, respectively, the then
outstanding shares of common stock of the corporation resulting
from such reorganization, merger, binding share exchange or
consolidation or the combined voting power of the then
outstanding voting securities of such corporation entitled to
vote generally in the election of directors and (c) at least a
majority of the members of the board of directors of the
corporation resulting from such reorganization, merger, binding
share exchange or consolidation were members of the Incumbent
Board at the time of the execution of the initial agreement
providing for such reorganization, merger, binding share exchange
or consolidation; or
(iv) Approval by the shareholders of the Company of (a) a
complete liquidation or dissolution of the Company or (b) the
sale or other disposition of all or substantially all of the
assets of the Company, other than to a corporation, with respect
to which following such sale or other disposition, (x) more than
sixty percent (60%) of, respectively, the then outstanding shares
of common stock of such corporation and the combined voting power
of the then outstanding voting securities of such corporation
entitled to vote generally in the election of directors is then
beneficially owned, directly or indirectly, by all or
substantially all of the individuals and entities who were the
beneficial owners, respectively, of the Outstanding Company
Common Stock and Outstanding Company Voting Securities
immediately prior to such sale or other disposition in
substantially the same proportion as their ownership, immediately
prior to such sale or other disposition, of the Outstanding
Company Common Stock and Outstanding Company Voting Securities,
as the case may be, (y) no Person (excluding the Company and any
employee benefit plan (or related trust) of the Company or such
corporation and any Person beneficially owning, immediately prior
to such sale or other disposition, directly or indirectly, twenty
percent (20%) or more of the Outstanding Company Common Stock or
Outstanding Company Voting Securities, as the case may be)
beneficially owns, directly or indirectly, twenty percent (20%)
or more of, respectively, the then outstanding shares of common
stock of such corporation and the combined voting power of the
then outstanding voting securities of such corporation entitled
to vote generally in the election of directors and (z) at least a
majority of the members of the board of directors of such
corporation were members of the Incumbent Board at the time of
the execution of the initial agreement or action of the Board
providing for such sale or other disposition of assets of the
Company.
13. Administration; Amendment and Termination.
(a) The Plan shall be administered by a committee consisting of
three members who shall be the current directors of the Company
or senior executive officers or other directors who are not
Participants as may be designated by the Chief Executive Officer
("Committee"), which shall have full authority to construe and
interpret the Plan, to establish, amend and rescind rules and
regulations relating to the Plan, and to take all such actions
and make all such determinations in connection with the Plan as
it may deem necessary or desirable. (b) The Board may from time
to time make such amendments to the Plan, including to preserve
or come within any exemption from liability under Section 16(b)
of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), as it may deem proper and in the best interest of the
Company without further approval of the Company's stockholders,
provided that, to the extent required under New York law or to
qualify transactions under the Plan for exemption under Rule 16b-
3 promulgated under the Exchange Act, no amendment to the Plan
shall be adopted without further approval of the Company's
stockholders and, provided, further, that if and to the extent
required for the Plan to comply with Rule 16b-3 promulgated under
the Exchange Act, no amendment to the Plan shall be made more
than once in any six (6) month period that would change the
amount, price or timing of the grants of Common Stock hereunder
other than to comport with changes in the Internal Revenue Code
of 1986, as amended, the Employee Retirement Income Security Act
of 1974, as amended, or the regulations thereunder. (c) The
Board may terminate the Plan at any time by a vote of a majority
of the members thereof.
14. Micellaneous.
(a) Nothing in the Plan shall be deemed to create any obligation
on the part of the Board to nominate any Director for reelection
by the Company's shareholders or to limit the rights of the
shareholders to remove any Director.
(b) The Company shall have the right to require, prior to the
issuance or delivery of any shares of Common Stock pursuant to
the Plan, that a Participant make arrangements satisfactory to
the Committee for the withholding of any taxes required by law to
be withheld with respect to the issuance or delivery of such
shares, including without limitation by the withholding of shares
that would otherwise be so issued or delivered, by withholding
from any other payment due to the Participant, or by a cash
payment to the Company by the Participant.
15. Governing Law.
The Plan and all actions taken thereunder shall be governed by
and construed in accordance with the laws of the State of Nevada.
eConnect
By: /s/ Thomas S. Hughes
Thomas S. Hughes, President
CONSULTING SERVICES AGREEMENT
This Consulting Agreement ("Agreement"), dated February 1, 2000,
is made by and between Laurel-Jayne Yapel Manzanares, an
individual ("Consultant"), whose address is 5309 S.W. 8th Court,
Margage, Florida 33068, and eConnect, a Nevada corporation
("Client"), having its principal place of business at 2500 Via
Cabrillo Marina, Suite 112, San Pedro, California 90731.
WHEREAS, Consultant has knowledge and expertise in the area of
producing infomercials and radio programs, and associated
publicity items;
WHEREAS, Consultant desires to be engaged by Client to provide
information, evaluation and consulting services to the Client in
her area of knowledge and expertise on the terms and subject to
the conditions set forth herein;
WHEREAS, Client is a publicly held corporation with its common
stock shares trading on the Over the Counter Bulletin Board under
the ticker symbol "ECNC," and desires to further develop its
business and increase it's common stock share's value by
enhancing public awareness of the business of the Client and its
image; and
WHEREAS, Client desires to engage Consultant to provide
information, evaluation and consulting services to the Client in
her area of knowledge and expertise on the terms and subject to
the conditions set forth herein.
NOW, THEREFORE, in consideration for those services Consultant
provides to Client, the parties agree as follows:
1. Services of Consultant.
Consultant agrees to perform for the Client all services and
consulting related to producing infomercials and radio programs,
and associated publicity items. Consulting services include, but
are not limited to, providing information, evaluation, and
analysis with regard to the publicity needs of Client, including
the possible production of one or more infomercials and/or radio
programs concerning the e-commerce in general and the business of
Client in particular.
2. Consideration.
Client agrees to pay Consultant, as his fee and as consideration
for services provided, Two Million (2,000,000) shares of S-8 free
trading common stock in Client. Shares are due and payable
immediately upon the effectiveness of the Form S-8 Registration
Statement with the U.S. Securities and Exchange Commission and
with any appropriate states securities administrator.
3. Confidentiality.
Each party agrees that during the course of this Agreement,
information that is confidential or of a proprietary nature may
be disclosed to the other party, including, but not limited to,
product and business plans, software, technical processes and
formulas, source codes, product designs, sales, costs and other
unpublished financial information, advertising revenues, usage
rates, advertising relationships, projections, and marketing data
("Confidential Information"). Confidential Information shall not
include information that the receiving party can demonstrate (a)
is, as of the time of its disclosure, or thereafter becomes part
of the public domain through a source other than the receiving
party, (b) was known to the receiving party as of the time of its
disclosure, (c) is independently developed by the receiving party
, or (d) is subsequently learned from a third party not under a
confidentiality obligation to the providing party.
4. Late Payment.
Client shall pay to Consultant all fees within fifteen (15) days
of the due date. Failure of Client to finally pay any fees within
fifteen (15) days after the applicable due date shall be deemed a
material breach of this Agreement, justifying suspension of the
performance of the "Services" provided by Consultant, will be
sufficient cause for immediate termination of this Agreement by
Consultant. Any such suspension will in no way relieve Client
from payment of fees, and, in the event of collection
enforcement, Client shall be liable for any costs associated with
such collection, including, but not limited to, legal costs,
attorneys' fees, courts costs, and collection agency fees.
5. Indemnification.
(a) Client.
Client agrees to indemnify, defend, and shall hold harmless
Consultant and /or his agents, and to defend any action brought
against said parties with respect to any claim, demand, cause of
action, debt or liability, including reasonable attorneys' fees
to the extent that such action is based upon a claim that: (i) is
true, (ii) would constitute a breach of any of Client's
representations, warranties, or agreements hereunder, or (iii)
arises out of the negligence or willful misconduct of Client, or
any Client Content to be provided by Client and does not violate
any rights of third parties, including, without limitation,
rights of publicity, privacy, patents, copyrights, trademarks,
trade secrets, and/or licenses.
(b) Consultant.
Consultant agrees to indemnify, defend, and shall hold harmless
Client, its directors, employees and agents, and defend any
action brought against same with respect to any claim, demand,
cause of action, debt or liability, including reasonable
attorneys' fees, to the extent that such an action arises out of
the gross negligence or willful misconduct of Consultant.
(c) Notice.
In claiming any indemnification hereunder, the indemnified party
shall promptly provide the indemnifying party with written notice
of any claim, which the indemnified party believes falls within
the scope of the foregoing paragraphs. The indemnified party may,
at its expense, assist in the defense if it so chooses, provided
that the indemnifying party shall control such defense, and all
negotiations relative to the settlement of any such claim. Any
settlement intended to bind the indemnified party shall not be
final without the indemnified party's written consent, which
shall not be unreasonably withheld.
6. Limitation of Liability.
Consultant shall have no liability with respect to Consultant's
obligations under this Agreement or otherwise for consequential,
exemplary, special, incidental, or punitive damages even if
Consultant has been advised of the possibility of such damages.
In any event, the liability of Consultant to Client for any
reason and upon any cause of action, regardless of the form in
which the legal or equitable action may be brought, including,
without limitation, any action in tort or contract, shall not
exceed ten percent (10%) of the fee paid by Client to Consultant
for the specific service provided that is in question.
7. Termination and Renewal.
(a) Term.
This Agreement shall become effective on the date appearing next
to the signatures below and terminate one (1) year thereafter.
Unless otherwise agreed upon in writing by Consultant and Client,
this Agreement shall not automatically be renewed beyond its
Term.
(b) Termination.
Either party may terminate this Agreement on thirty (30) calendar
days written notice, or if prior to such action, the other party
materially breaches any of its representations, warranties or
obligations under this Agreement. Except as may be otherwise
provided in this Agreement, such breach by either party will
result in the other party being responsible to reimburse the non-
defaulting party for all costs incurred directly as a result of
the breach of this Agreement, and shall be subject to such
damages as may be allowed by law including all attorneys' fees
and costs of enforcing this Agreement.
(c) Termination and Payment.
Upon any termination or expiration of this Agreement, Client
shall pay all unpaid and outstanding fees through the effective
date of termination or expiration of this Agreement. And upon
such termination, Consultant shall provide and deliver to Client
any and all outstanding services due through the effective date
of this Agreement.
8. Miscellaneous.
(a) Independent Contractor.
This Agreement establishes an "independent contractor" relationship
between Consultant and Client.
(b). Rights Cumulative; Waivers.
The rights of each of the parties under this Agreement are
cumulative. The rights of each of the parties hereunder shall
not be capable of being waived or varied other than by an express
waiver or variation in writing. Any failure to exercise or any
delay in exercising any of such rights shall not operate as a
waiver or variation of that or any other such right. Any
defective or partial exercise of any of such rights shall not
preclude any other or further exercise of that or any other such
right. No act or course of conduct or negotiation on the part of
any party shall in any way preclude such party from exercising
any such right or constitute a suspension or any variation of any
such right.
(c) Benefit; Successors Bound.
This Agreement and the terms, covenants, conditions, provisions,
obligations, undertakings, rights, and benefits hereof, shall be
binding upon, and shall inure to the benefit of, the undersigned
parties and their heirs, executors, administrators,
representatives, successors, and permitted assigns.
(d) Entire Agreement.
This Agreement contains the entire agreement between the parties
with respect to the subject matter hereof. There are no
promises, agreements, conditions, undertakings, understandings,
warranties, covenants or representations, oral or written,
express or implied, between them with respect to this Agreement
or the matters described in this Agreement, except as set forth
in this Agreement. Any such negotiations, promises, or
understandings shall not be used to interpret or constitute this
Agreement.
(e) Assignment.
Neither this Agreement nor any other benefit to accrue hereunder
shall be assigned or transferred by either party, either in whole
or in part, without the written consent of the other party, and
any purported assignment in violation hereof shall be void.
(f) Amendment.
This Agreement may be amended only by an instrument in writing
executed by all the parties hereto.
(g) Severability.
Each part of this Agreement is intended to be severable. In the
event that any provision of this Agreement is found by any court
or other authority of competent jurisdiction to be illegal or
unenforceable, such provision shall be severed or modified to the
extent necessary to render it enforceable and as so severed or
modified, this Agreement shall continue in full force and effect.
(h) Section Headings.
The Section headings in this Agreement are for reference purposes
only and shall not affect in any way the meaning or interpretation
of this Agreement.
(i) Construction.
Unless the context otherwise requires, when used herein, the
singular shall be deemed to include the plural, the plural shall
be deemed to include each of the singular, and pronouns of one or
no gender shall be deemed to include the equivalent pronoun of
the other or no gender.
(j) Further Assurances.
In addition to the instruments and documents to be made, executed
and delivered pursuant to this Agreement, the parties hereto
agree to make, execute and deliver or cause to be made, executed
and delivered, to the requesting party such other instruments and
to take such other actions as the requesting party may reasonably
require to carry out the terms of this Agreement and the
transactions contemplated hereby.
(k) Notices.
Any notice which is required or desired under this Agreement
shall be given in writing and may be sent by personal delivery or
by mail (either a. United States mail, postage prepaid, or b.
Federal Express or similar generally recognized overnight
carrier), addressed as follows (subject to the right to designate
a different address by notice similarly given):
To Client:
Mr. Thomas S. Hughes
eConnect
2500 Via Cabrillo Marina, Suite 112
San Pedro, California 90731
To Consultant:
Ms. Laurel-Jayne Yapel Manzanares
5309 S.W. 8th Court
Margage, Florida 33068
(l) Governing Law.
This Agreement shall be governed by the interpreted in accordance
with the laws of the State of California without reference to its
conflicts of laws rules or principles. Each of the parties
consents to the exclusive jurisdiction of the federal courts of
the State of California in connection with any dispute arising
under this Agreement and hereby waives, to the maximum extent
permitted by law, any objection, including any objection based on
forum non coveniens, to the bringing of any such proceeding in
such jurisdictions.
(m) Consents.
The person signing this Agreement on behalf of each party hereby
represents and warrants that he has the necessary power, consent
and authority to execute and deliver this Agreement on behalf of
such party.
(n) Survival of Provisions.
The representations and warranties contained in Article VIII of
this Agreement and any liability of one Constituent Corporation
to the other for any default under the provisions of Articles VII
or VIII of this Agreement, shall expire with, and be terminated
and extinguished by, the merger under this Agreement on the
Effective Date.
(o) Execution in Counterparts.
This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original and all of which
together shall constitute one and the same agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and have agreed to and accepted the terms herein on the
date written above.
eConnect
By : /s/ Thomas S. Hughes
Thomas S. Hughes, President
Laurel-Jayne Yapel Manzanares
/s/ Laurel-Jayne Yapel Manzanares
CONSULTING SERVICES AGREEMENT
This Consulting Agreement ("Agreement"), dated February 1, 2000,
is made by and between Marcine Aniz Uhler, an individual
("Consultant"), whose address is 3402 Uiminni Lane, #3F, Coconut
Creek, Florida 33066, and eConnect, a Nevada corporation
("Client"), having its principal place of business at 2500 Via
Cabrillo Marina, Suite 112, San Pedro, California 90731.
WHEREAS, Consultant has knowledge and expertise in the area of
structuring and hosting radio programs and other forms of
publicity;
WHEREAS, Consultant desires to be engaged by Client to provide
information, evaluation and consulting services to the Client in
her area of knowledge and expertise on the terms and subject to
the conditions set forth herein;
WHEREAS, Client is a publicly held corporation with its common
stock shares trading on the Over the Counter Bulletin Board under
the ticker symbol "ECNC," and desires to further develop its
business and increase it's common stock share's value by
enhancing public awareness of the business of the Client and its
image; and
WHEREAS, Client desires to engage Consultant to provide
information, evaluation and consulting services to the Client in
her area of knowledge and expertise on the terms and subject to
the conditions set forth herein..
NOW, THEREFORE, in consideration for those services Consultant
provides to Client, the parties agree as follows:
1. Services of Consultant.
Consultant agrees to perform for the Client all services and
consulting related to structuring and producing radio programs,
and associated publicity items. Consulting services include, but
are not limited to, providing information, evaluation, and
analysis with regard to the publicity needs of Client, including
the possible production of one or more radio programs concerning
the e-commerce in general and the business of Client in
particular.
2. Consideration.
Client agrees to pay Consultant, as his fee and as consideration
for services provided, Two Million (2,000,000) shares of S-8 free
trading common stock in Client. Shares are due and payable
immediately upon the effectiveness of the Form S-8 Registration
Statement with the U.S. Securities and Exchange Commission and
with any appropriate states securities administrator.
3. Confidentiality.
Each party agrees that during the course of this Agreement,
information that is confidential or of a proprietary nature may
be disclosed to the other party, including, but not limited to,
product and business plans, software, technical processes and
formulas, source codes, product designs, sales, costs and other
unpublished financial information, advertising revenues, usage
rates, advertising relationships, projections, and marketing data
("Confidential Information"). Confidential Information shall not
include information that the receiving party can demonstrate (a)
is, as of the time of its disclosure, or thereafter becomes part
of the public domain through a source other than the receiving
party, (b) was known to the receiving party as of the time of its
disclosure, (c) is independently developed by the receiving party,
or (d) is subsequently learned from a third party not under a
confidentiality obligation to the providing party.
4. Late Payment.
Client shall pay to Consultant all fees within fifteen (15) days
of the due date. Failure of Client to finally pay any fees within
fifteen (15) days after the applicable due date shall be deemed a
material breach of this Agreement, justifying suspension of the
performance of the "Services" provided by Consultant, will be
sufficient cause for immediate termination of this Agreement by
Consultant. Any such suspension will in no way relieve Client
from payment of fees, and, in the event of collection
enforcement, Client shall be liable for any costs associated with
such collection, including, but not limited to, legal costs,
attorneys' fees, courts costs, and collection agency fees.
5. Indemnification.
(a) Client.
Client agrees to indemnify, defend, and shall hold harmless
Consultant and /or his agents, and to defend any action brought
against said parties with respect to any claim, demand, cause of
action, debt or liability, including reasonable attorneys' fees
to the extent that such action is based upon a claim that: (i) is
true, (ii) would constitute a breach of any of Client's
representations, warranties, or agreements hereunder, or (iii)
arises out of the negligence or willful misconduct of Client, or
any Client Content to be provided by Client and does not violate
any rights of third parties, including, without limitation,
rights of publicity, privacy, patents, copyrights, trademarks,
trade secrets, and/or licenses.
(b) Consultant.
Consultant agrees to indemnify, defend, and shall hold harmless
Client, its directors, employees and agents, and defend any
action brought against same with respect to any claim, demand,
cause of action, debt or liability, including reasonable
attorneys' fees, to the extent that such an action arises out of
the gross negligence or willful misconduct of Consultant.
(
c) Notice.
In claiming any indemnification hereunder, the indemnified party
shall promptly provide the indemnifying party with written notice
of any claim, which the indemnified party believes falls within
the scope of the foregoing paragraphs. The indemnified party may,
at its expense, assist in the defense if it so chooses, provided
that the indemnifying party shall control such defense, and all
negotiations relative to the settlement of any such claim. Any
settlement intended to bind the indemnified party shall not be
final without the indemnified party's written consent, which
shall not be unreasonably withheld.
6. Limitation of Liability.
Consultant shall have no liability with respect to Consultant's
obligations under this Agreement or otherwise for consequential,
exemplary, special, incidental, or punitive damages even if
Consultant has been advised of the possibility of such damages.
In any event, the liability of Consultant to Client for any
reason and upon any cause of action, regardless of the form in
which the legal or equitable action may be brought, including,
without limitation, any action in tort or contract, shall not
exceed ten percent (10%) of the fee paid by Client to Consultant
for the specific service provided that is in question.
7. Termination and Renewal.
(a) Term.
This Agreement shall become effective on the date appearing next
to the signatures below and terminate one (1) year thereafter.
Unless otherwise agreed upon in writing by Consultant and Client,
this Agreement shall not automatically be renewed beyond its
Term.
(b) Termination.
Either party may terminate this Agreement on thirty (30) calendar
days written notice, or if prior to such action, the other party
materially breaches any of its representations, warranties or
obligations under this Agreement. Except as may be otherwise
provided in this Agreement, such breach by either party will
result in the other party being responsible to reimburse the non-
defaulting party for all costs incurred directly as a result of
the breach of this Agreement, and shall be subject to such
damages as may be allowed by law including all attorneys' fees
and costs of enforcing this Agreement.
(c) Termination and Payment.
Upon any termination or expiration of this Agreement, Client
shall pay all unpaid and outstanding fees through the effective
date of termination or expiration of this Agreement. And upon
such termination, Consultant shall provide and deliver to Client
any and all outstanding services due through the effective date
of this Agreement.
8. Miscellaneous.
(a) Independent Contractor.
This Agreement establishes an "independent contractor"
relationship between Consultant and Client.
(b) Rights Cumulative; Waivers.
The rights of each of the parties under this Agreement are
cumulative. The rights of each of the parties hereunder shall
not be capable of being waived or varied other than by an express
waiver or variation in writing. Any failure to exercise or any
delay in exercising any of such rights shall not operate as a
waiver or variation of that or any other such right. Any
defective or partial exercise of any of such rights shall not
preclude any other or further exercise of that or any other such
right. No act or course of conduct or negotiation on the part of
any party shall in any way preclude such party from exercising
any such right or constitute a suspension or any variation of any
such right.
(c) Benefit; Successors Bound.
This Agreement and the terms, covenants, conditions, provisions,
obligations, undertakings, rights, and benefits hereof, shall be
binding upon, and shall inure to the benefit of, the undersigned
parties and their heirs, executors, administrators,
representatives, successors, and permitted assigns.
(d) Entire Agreement.
This Agreement contains the entire agreement between the parties
with respect to the subject matter hereof. There are no
promises, agreements, conditions, undertakings, understandings,
warranties, covenants or representations, oral or written,
express or implied, between them with respect to this Agreement
or the matters described in this Agreement, except as set forth
in this Agreement. Any such negotiations, promises, or
understandings shall not be used to interpret or constitute this
Agreement.
(e) Assignment.
Neither this Agreement nor any other benefit to accrue hereunder
shall be assigned or transferred by either party, either in whole
or in part, without the written consent of the other party, and
any purported assignment in violation hereof shall be void.
(f) Amendment.
This Agreement may be amended only by an instrument in writing
executed by all the parties hereto.
(g) Severability.
Each part of this Agreement is intended to be severable. In the
event that any provision of this Agreement is found by any court
or other authority of competent jurisdiction to be illegal or
unenforceable, such provision shall be severed or modified to the
extent necessary to render it enforceable and as so severed or
modified, this Agreement shall continue in full force and effect.
(h) Section Headings.
The Section headings in this Agreement are for reference purposes
only and shall not affect in any way the meaning or
interpretation of this Agreement.
(i) Construction.
Unless the context otherwise requires, when used herein, the
singular shall be deemed to include the plural, the plural shall
be deemed to include each of the singular, and pronouns of one or
no gender shall be deemed to include the equivalent pronoun of
the other or no gender.
(j) Further Assurances.
In addition to the instruments and documents to be made, executed
and delivered pursuant to this Agreement, the parties hereto
agree to make, execute and deliver or cause to be made, executed
and delivered, to the requesting party such other instruments and
to take such other actions as the requesting party may reasonably
require to carry out the terms of this Agreement and the
transactions contemplated hereby.
(k) Notices.
Any notice which is required or desired under this Agreement
shall be given in writing and may be sent by personal delivery or
by mail (either a. United States mail, postage prepaid, or b.
Federal Express or similar generally recognized overnight
carrier), addressed as follows (subject to the right to designate
a different address by notice similarly given):
To Client:
Mr. Thomas S. Hughes
eConnect
2500 Via Cabrillo Marina, Suite 112
San Pedro, California 90731
To Consultant:
Ms. Marcine Aniz Uhler
3402 Uiminni Lane, #3F
Coconut Creek, Florida 33066
(l) Governing Law.
This Agreement shall be governed by the interpreted in accordance
with the laws of the State of California without reference to its
conflicts of laws rules or principles. Each of the parties
consents to the exclusive jurisdiction of the federal courts of
the State of California in connection with any dispute arising
under this Agreement and hereby waives, to the maximum extent
permitted by law, any objection, including any objection based on
forum non coveniens, to the bringing of any such proceeding in
such jurisdictions.
(m) Consents.
The person signing this Agreement on behalf of each party hereby
represents and warrants that he has the necessary power, consent
and authority to execute and deliver this Agreement on behalf of
such party.
(n) Survival of Provisions.
The representations and warranties contained in Article VIII of
this Agreement and any liability of one Constituent Corporation
to the other for any default under the provisions of Articles VII
or VIII of this Agreement, shall expire with, and be terminated
and extinguished by, the merger under this Agreement on the
Effective Date.
(o) Execution in Counterparts.
This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original and all of which
together shall constitute one and the same agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and have agreed to and accepted the terms herein on the
date written above.
eConnect
By : /s/ Thomas S. Hughes
Thomas S. Hughes, President
Marcine Aniz Uhler
/s/ Marcine Aniz Uhler
CONSULTING SERVICES AGREEMENT
This Consulting Agreement ("Agreement"), dated February 7, 2000,
is made by and between William Lane, an individual
("Consultant"), whose address is 10 Canterclub Court, Debary,
Florida 32713, and eConnect, a Nevada corporation ("Client"),
having its principal place of business at 2500 Via Cabrillo
Marina, Suite 112, San Pedro, California 90731.
WHEREAS, Consultant has knowledge and expertise in the area of
operating an internet company known as PowerClick, Inc., a Nevada
corporation, and including development of sites on the World Wide
Web portions of the Internet and information about publicly
traded companies, the use of the media known as the Internet, and
the evaluation of company operations, as well as the coordination
of and compatibility between several aspects and/or division or
same or related web sites and the underlying companies involved;
WHEREAS, Consultant desires to be engaged by Client to provide
information, evaluation and consulting services to the Client in
his area of knowledge and expertise on the terms and subject to
the conditions set forth herein;
WHEREAS, Client is a publicly held corporation with its common
stock shares trading on the Over the Counter Bulletin Board under
the ticker symbol "ECNC," and desires to further develop its
business and increase it's common stock share's value adding
additional lines of business of the Client, including the
acquisition of PowerClick, Inc. by the Client, and properly
managing existing e-commerce websites; and
WHEREAS, Client desires to engage Consultant to provide
information, evaluation and consulting services to the Client in
his area of knowledge and expertise on the terms and subject to
the conditions set forth herein.
NOW, THEREFORE, in consideration for those services Consultant
provides to Client, the parties agree as follows:
1. Services of Consultant.
Consultant agrees to perform for the Client all services and
consulting related to managing the operation of PowerClick, Inc.
after its acquisition by Client, in managing other websites owned
and operated by the Client, including development of sites on the
World Wide Web portions of the Internet, the use of the Internet,
and the evaluation of company operations, as well as the
coordination of and compatibility between several aspects and/or
division or same or related web sites. Consulting services
include, but are not limited to, providing information,
evaluation, and analysis with regard to the operation of such
properties.
2. Consideration.
Client agrees to pay Consultant, as his fee and as consideration
for services provided, Five Hundred Thousand (500,000) shares of
S-8 free trading common stock in Client. Shares are due and
payable immediately upon the effectiveness of the Form S-8
Registration Statement with the U.S. Securities and Exchange
Commission and with any appropriate states securities
administrator.
3. Confidentiality.
Each party agrees that during the course of this Agreement,
information that is confidential or of a proprietary nature may
be disclosed to the other party, including, but not limited to,
product and business plans, software, technical processes and
formulas, source codes, product designs, sales, costs and other
unpublished financial information, advertising revenues, usage
rates, advertising relationships, projections, and marketing data
("Confidential Information"). Confidential Information shall not
include information that the receiving party can demonstrate (a)
is, as of the time of its disclosure, or thereafter becomes part
of the public domain through a source other than the receiving
party, (b) was known to the receiving party as of the time of its
disclosure, (c) is independently developed by the receiving party,
or (d) is subsequently learned from a third party not under a
confidentiality obligation to the providing party.
4. Late Payment.
Client shall pay to Consultant all fees within fifteen (15) days
of the due date. Failure of Client to finally pay any fees within
fifteen (15) days after the applicable due date shall be deemed a
material breach of this Agreement, justifying suspension of the
performance of the "Services" provided by Consultant, will be
sufficient cause for immediate termination of this Agreement by
Consultant. Any such suspension will in no way relieve Client
from payment of fees, and, in the event of collection
enforcement, Client shall be liable for any costs associated with
such collection, including, but not limited to, legal costs,
attorneys' fees, courts costs, and collection agency fees.
5. Indemnification.
(a) Client
Client agrees to indemnify, defend, and shall hold harmless
Consultant and /or his agents, and to defend any action brought
against said parties with respect to any claim, demand, cause of
action, debt or liability, including reasonable attorneys' fees
to the extent that such action is based upon a claim that: (i) is
true, (ii) would constitute a breach of any of Client's
representations, warranties, or agreements hereunder, or (iii)
arises out of the negligence or willful misconduct of Client, or
any Client Content to be provided by Client and does not violate
any rights of third parties, including, without limitation,
rights of publicity, privacy, patents, copyrights, trademarks,
trade secrets, and/or licenses.
(b) Consultant.
Consultant agrees to indemnify, defend, and shall hold harmless
Client, its directors, employees and agents, and defend any
action brought against same with respect to any claim, demand,
cause of action, debt or liability, including reasonable
attorneys' fees, to the extent that such an action arises out of
the gross negligence or willful misconduct of Consultant.
(c) Notice.
In claiming any indemnification hereunder, the indemnified party
shall promptly provide the indemnifying party with written notice
of any claim, which the indemnified party believes falls within
the scope of the foregoing paragraphs. The indemnified party may,
at its expense, assist in the defense if it so chooses, provided
that the indemnifying party shall control such defense, and all
negotiations relative to the settlement of any such claim. Any
settlement intended to bind the indemnified party shall not be
final without the indemnified party's written consent, which
shall not be unreasonably withheld.
6. Limitation of Liability.
Consultant shall have no liability with respect to Consultant's
obligations under this Agreement or otherwise for consequential,
exemplary, special, incidental, or punitive damages even if
Consultant has been advised of the possibility of such damages.
In any event, the liability of Consultant to Client for any
reason and upon any cause of action, regardless of the form in
which the legal or equitable action may be brought, including,
without limitation, any action in tort or contract, shall not
exceed ten percent (10%) of the fee paid by Client to Consultant
for the specific service provided that is in question.
7. Termination and Renewal.
(a) Term.
This Agreement shall become effective on the date appearing next
to the signatures below and terminate one (1) year thereafter.
Unless otherwise agreed upon in writing by Consultant and Client,
this Agreement shall not automatically be renewed beyond its
Term.
(b) Termination.
Either party may terminate this Agreement on thirty (30) calendar
days written notice, or if prior to such action, the other party
materially breaches any of its representations, warranties or
obligations under this Agreement. Except as may be otherwise
provided in this Agreement, such breach by either party will
result in the other party being responsible to reimburse the non-
defaulting party for all costs incurred directly as a result of
the breach of this Agreement, and shall be subject to such
damages as may be allowed by law including all attorneys' fees
and costs of enforcing this Agreement.
(c) Termination and Payment.
Upon any termination or expiration of this Agreement, Client
shall pay all unpaid and outstanding fees through the effective
date of termination or expiration of this Agreement. And upon
such termination, Consultant shall provide and deliver to Client
any and all outstanding services due through the effective date
of this Agreement.
8. Miscellaneous.
(a) Independent Contractor.
This Agreement establishes an "independent contractor"
relationship between Consultant and Client.
(b) Rights Cumulative; Waivers.
The rights of each of the parties under this Agreement are
cumulative. The rights of each of the parties hereunder shall
not be capable of being waived or varied other than by an express
waiver or variation in writing. Any failure to exercise or any
delay in exercising any of such rights shall not operate as a
waiver or variation of that or any other such right. Any
defective or partial exercise of any of such rights shall not
preclude any other or further exercise of that or any other such
right. No act or course of conduct or negotiation on the part of
any party shall in any way preclude such party from exercising
any such right or constitute a suspension or any variation of any
such right.
(c) Benefit; Successors Bound.
This Agreement and the terms, covenants, conditions, provisions,
obligations, undertakings, rights, and benefits hereof, shall be
binding upon, and shall inure to the benefit of, the undersigned
parties and their heirs, executors, administrators,
representatives, successors, and permitted assigns.
(d) Entire Agreement.
This Agreement contains the entire agreement between the parties
with respect to the subject matter hereof. There are no
promises, agreements, conditions, undertakings, understandings,
warranties, covenants or representations, oral or written,
express or implied, between them with respect to this Agreement
or the matters described in this Agreement, except as set forth
in this Agreement. Any such negotiations, promises, or
understandings shall not be used to interpret or constitute this
Agreement.
(e) Assignment.
Neither this Agreement nor any other benefit to accrue hereunder
shall be assigned or transferred by either party, either in whole
or in part, without the written consent of the other party, and
any purported assignment in violation hereof shall be void.
(f) Amendment.
This Agreement may be amended only by an instrument in writing
executed by all the parties hereto.
(g) Severability.
Each part of this Agreement is intended to be severable. In the
event that any provision of this Agreement is found by any court
or other authority of competent jurisdiction to be illegal or
unenforceable, such provision shall be severed or modified to the
extent necessary to render it enforceable and as so severed or
modified, this Agreement shall continue in full force and effect.
(h) Section Headings.
The Section headings in this Agreement are for reference purposes
only and shall not affect in any way the meaning or
interpretation of this Agreement.
(i) Construction.
Unless the context otherwise requires, when used herein, the
singular shall be deemed to include the plural, the plural shall
be deemed to include each of the singular, and pronouns of one or
no gender shall be deemed to include the equivalent pronoun of
the other or no gender.
(j) Further Assurances.
In addition to the instruments and documents to be made, executed
and delivered pursuant to this Agreement, the parties hereto
agree to make, execute and deliver or cause to be made, executed
and delivered, to the requesting party such other instruments and
to take such other actions as the requesting party may reasonably
require to carry out the terms of this Agreement and the
transactions contemplated hereby.
(k) Notices.
Any notice which is required or desired under this Agreement
shall be given in writing and may be sent by personal delivery or
by mail (either a. United States mail, postage prepaid, or b.
Federal Express or similar generally recognized overnight
carrier), addressed as follows (subject to the right to designate
a different address by notice similarly given):
To Client:
Mr. Thomas S. Hughes
eConnect
2500 Via Cabrillo Marina, Suite 112
San Pedro, California 90731
To Consultant:
Mr. William Lane
10 Canterclub Court
Debary, Florida 32713
(l) Governing Law.
This Agreement shall be governed by the interpreted in accordance
with the laws of the State of California without reference to its
conflicts of laws rules or principles. Each of the parties
consents to the exclusive jurisdiction of the federal courts of
the State of California in connection with any dispute arising
under this Agreement and hereby waives, to the maximum extent
permitted by law, any objection, including any objection based on
forum non coveniens, to the bringing of any such proceeding in
such jurisdictions.
(m) Consents.
The person signing this Agreement on behalf of each party hereby
represents and warrants that he has the necessary power, consent
and authority to execute and deliver this Agreement on behalf of
such party.
(n) Survival of Provisions.
The representations and warranties contained in Article VIII of
this Agreement and any liability of one Constituent Corporation
to the other for any default under the provisions of Articles VII
or VIII of this Agreement, shall expire with, and be terminated
and extinguished by, the merger under this Agreement on the
Effective Date.
(o) Execution in Counterparts.
This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original and all of which
together shall constitute one and the same agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and have agreed to and accepted the terms herein on the
date written above.
eConnect
By : /s/ Thomas S. Hughes
Thomas S. Hughes, President
William Lane
/s/ William Lane
CONSULTING SERVICES AGREEMENT
This Consulting Agreement ("Agreement"), dated February 7, 2000,
is made by and between Earl Gilbrech, an individual
("Consultant"), whose address is 19105 N.E. 2nd Avenue, Miami,
Florida 33179, and eConnect, a Nevada corporation ("Client"),
having its principal place of business at 2500 Via Cabrillo
Marina, Suite 112, San Pedro, California 90731.
WHEREAS, Consultant has knowledge and expertise in the area of
operating an internet company known as PowerClick, Inc., a Nevada
corporation, and including development of sites on the World Wide
Web portions of the Internet and information about publicly
traded companies, the use of the media known as the Internet, and
the evaluation of company operations, as well as the coordination
of and compatibility between several aspects and/or division or
same or related web sites and the underlying companies involved;
WHEREAS, Consultant desires to be engaged by Client to provide
information, evaluation and consulting services to the Client in
his area of knowledge and expertise on the terms and subject to
the conditions set forth herein;
WHEREAS, Client is a publicly held corporation with its common
stock shares trading on the Over the Counter Bulletin Board under
the ticker symbol "ECNC," and desires to further develop its
business and increase it's common stock share's value adding
additional lines of business of the Client, including the
acquisition of PowerClick, Inc. by the Client, and properly
managing existing e-commerce websites; and
WHEREAS, Client desires to engage Consultant to provide
information, evaluation and consulting services to the Client in
his area of knowledge and expertise on the terms and subject to
the conditions set forth herein.
NOW, THEREFORE, in consideration for those services Consultant
provides to Client, the parties agree as follows:
1. Services of Consultant.
Consultant agrees to perform for the Client all services and
consulting related to managing the operation of PowerClick, Inc.
after its acquisition by Client, in managing other websites owned
and operated by the Client, including development of sites on the
World Wide Web portions of the Internet, the use of the Internet,
and the evaluation of company operations, as well as the
coordination of and compatibility between several aspects and/or
division or same or related web sites. Consulting services
include, but are not limited to, providing information,
evaluation, and analysis with regard to the operation of such
properties.
2. Consideration.
Client agrees to pay Consultant, as his fee and as consideration
for services provided, Five Hundred Thousand (500,000) shares of
S-8 free trading common stock in Client. Shares are due and
payable immediately upon the effectiveness of the Form S-8
Registration Statement with the U.S. Securities and Exchange
Commission and with any appropriate states securities
administrator.
3. Confidentiality.
Each party agrees that during the course of this Agreement,
information that is confidential or of a proprietary nature may
be disclosed to the other party, including, but not limited to,
product and business plans, software, technical processes and
formulas, source codes, product designs, sales, costs and other
unpublished financial information, advertising revenues, usage
rates, advertising relationships, projections, and marketing data
("Confidential Information"). Confidential Information shall not
include information that the receiving party can demonstrate (a)
is, as of the time of its disclosure, or thereafter becomes part
of the public domain through a source other than the receiving
party, (b) was known to the receiving party as of the time of its
disclosure, (c) is independently developed by the receiving party,
or (d) is subsequently learned from a third party not under a
confidentiality obligation to the providing party.
4. Late Payment.
Client shall pay to Consultant all fees within fifteen (15) days
of the due date. Failure of Client to finally pay any fees within
fifteen (15) days after the applicable due date shall be deemed a
material breach of this Agreement, justifying suspension of the
performance of the "Services" provided by Consultant, will be
sufficient cause for immediate termination of this Agreement by
Consultant. Any such suspension will in no way relieve Client
from payment of fees, and, in the event of collection
enforcement, Client shall be liable for any costs associated with
such collection, including, but not limited to, legal costs,
attorneys' fees, courts costs, and collection agency fees.
5. Indemnification.
(a) Client.
Client agrees to indemnify, defend, and shall hold harmless
Consultant and /or his agents, and to defend any action brought
against said parties with respect to any claim, demand, cause of
action, debt or liability, including reasonable attorneys' fees
to the extent that such action is based upon a claim that: (i) is
true, (ii) would constitute a breach of any of Client's
representations, warranties, or agreements hereunder, or (iii)
arises out of the negligence or willful misconduct of Client, or
any Client Content to be provided by Client and does not violate
any rights of third parties, including, without limitation,
rights of publicity, privacy, patents, copyrights, trademarks,
trade secrets, and/or licenses.
(b) Consultant.
Consultant agrees to indemnify, defend, and shall hold harmless
Client, its directors, employees and agents, and defend any
action brought against same with respect to any claim, demand,
cause of action, debt or liability, including reasonable
attorneys' fees, to the extent that such an action arises out of
the gross negligence or willful misconduct of Consultant.
(c) Notice.
In claiming any indemnification hereunder, the indemnified party
shall promptly provide the indemnifying party with written notice
of any claim, which the indemnified party believes falls within
the scope of the foregoing paragraphs. The indemnified party may,
at its expense, assist in the defense if it so chooses, provided
that the indemnifying party shall control such defense, and all
negotiations relative to the settlement of any such claim. Any
settlement intended to bind the indemnified party shall not be
final without the indemnified party's written consent, which
shall not be unreasonably withheld.
6. Limitation of Liability.
Consultant shall have no liability with respect to Consultant's
obligations under this Agreement or otherwise for consequential,
exemplary, special, incidental, or punitive damages even if
Consultant has been advised of the possibility of such damages.
In any event, the liability of Consultant to Client for any
reason and upon any cause of action, regardless of the form in
which the legal or equitable action may be brought, including,
without limitation, any action in tort or contract, shall not
exceed ten percent (10%) of the fee paid by Client to Consultant
for the specific service provided that is in question.
7. Termination and Renewal.
(a) Term.
This Agreement shall become effective on the date appearing next
to the signatures below and terminate one (1) year thereafter.
Unless otherwise agreed upon in writing by Consultant and Client,
this Agreement shall not automatically be renewed beyond its
Term.
(b) Termination.
Either party may terminate this Agreement on thirty (30) calendar
days written notice, or if prior to such action, the other party
materially breaches any of its representations, warranties or
obligations under this Agreement. Except as may be otherwise
provided in this Agreement, such breach by either party will
result in the other party being responsible to reimburse the non-
defaulting party for all costs incurred directly as a result of
the breach of this Agreement, and shall be subject to such
damages as may be allowed by law including all attorneys' fees
and costs of enforcing this Agreement.
(c) Termination and Payment.
Upon any termination or expiration of this Agreement, Client
shall pay all unpaid and outstanding fees through the effective
date of termination or expiration of this Agreement. And upon
such termination, Consultant shall provide and deliver to Client
any and all outstanding services due through the effective date
of this Agreement.
8. Miscellaneous.
(a) Independent Contractor.
This Agreement establishes an "independent contractor"
relationship between Consultant and Client.
(b) Rights Cumulative; Waivers.
The rights of each of the parties under this Agreement are
cumulative. The rights of each of the parties hereunder shall
not be capable of being waived or varied other than by an express
waiver or variation in writing. Any failure to exercise or any
delay in exercising any of such rights shall not operate as a
waiver or variation of that or any other such right. Any
defective or partial exercise of any of such rights shall not
preclude any other or further exercise of that or any other such
right. No act or course of conduct or negotiation on the part of
any party shall in any way preclude such party from exercising
any such right or constitute a suspension or any variation of any
such right.
(c) Benefit; Successors Bound.
This Agreement and the terms, covenants, conditions, provisions,
obligations, undertakings, rights, and benefits hereof, shall be
binding upon, and shall inure to the benefit of, the undersigned
parties and their heirs, executors, administrators,
representatives, successors, and permitted assigns.
(d) Entire Agreement.
This Agreement contains the entire agreement between the parties
with respect to the subject matter hereof. There are no
promises, agreements, conditions, undertakings, understandings,
warranties, covenants or representations, oral or written,
express or implied, between them with respect to this Agreement
or the matters described in this Agreement, except as set forth
in this Agreement. Any such negotiations, promises, or
understandings shall not be used to interpret or constitute this
Agreement.
(e) Assignment.
Neither this Agreement nor any other benefit to accrue hereunder
shall be assigned or transferred by either party, either in whole
or in part, without the written consent of the other party, and
any purported assignment in violation hereof shall be void.
(f) Amendment.
This Agreement may be amended only by an instrument in writing
executed by all the parties hereto.
(g) Severability.
Each part of this Agreement is intended to be severable. In the
event that any provision of this Agreement is found by any court
or other authority of competent jurisdiction to be illegal or
unenforceable, such provision shall be severed or modified to the
extent necessary to render it enforceable and as so severed or
modified, this Agreement shall continue in full force and effect.
(h) Section Headings.
The Section headings in this Agreement are for reference purposes
only and shall not affect in any way the meaning or
interpretation of this Agreement.
(i) Construction.
Unless the context otherwise requires, when used herein, the
singular shall be deemed to include the plural, the plural shall
be deemed to include each of the singular, and pronouns of one or
no gender shall be deemed to include the equivalent pronoun of
the other or no gender.
(j) Further Assurances.
In addition to the instruments and documents to be made, executed
and delivered pursuant to this Agreement, the parties hereto
agree to make, execute and deliver or cause to be made, executed
and delivered, to the requesting party such other instruments and
to take such other actions as the requesting party may reasonably
require to carry out the terms of this Agreement and the
transactions contemplated hereby.
(k) Notices.
Any notice which is required or desired under this Agreement
shall be given in writing and may be sent by personal delivery or
by mail (either a. United States mail, postage prepaid, or b.
Federal Express or similar generally recognized overnight
carrier), addressed as follows (subject to the right to designate
a different address by notice similarly given):
To Client:
Mr. Thomas S. Hughes
eConnect
2500 Via Cabrillo Marina, Suite 112
San Pedro, California 90731
To Consultant:
Mr. Earl Gilbrech
19105 N.E. 2nd Avenue
Miami, Florida 33179
(l) Governing Law.
This Agreement shall be governed by the interpreted in accordance
with the laws of the State of California without reference to its
conflicts of laws rules or principles. Each of the parties
consents to the exclusive jurisdiction of the federal courts of
the State of California in connection with any dispute arising
under this Agreement and hereby waives, to the maximum extent
permitted by law, any objection, including any objection based on
forum non coveniens, to the bringing of any such proceeding in
such jurisdictions.
(m) Consents.
The person signing this Agreement on behalf of each party hereby
represents and warrants that he has the necessary power, consent
and authority to execute and deliver this Agreement on behalf of
such party.
(n) Survival of Provisions.
The representations and warranties contained in Article VIII of
this Agreement and any liability of one Constituent Corporation
to the other for any default under the provisions of Articles VII
or VIII of this Agreement, shall expire with, and be terminated
and extinguished by, the merger under this Agreement on the
Effective Date.
(o) Execution in Counterparts.
This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original and all of which
together shall constitute one and the same agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and have agreed to and accepted the terms herein on the
date written above.
eConnect
By : /s/ Thomas S. Hughes
Thomas S. Hughes, President
Earl Gilbrech
/s/ Earl Gilbrech
CONSULTING SERVICES AGREEMENT
This Consulting Agreement ("Agreement"), dated February 7, 2000,
is made by and between Dominique Einhorn, an individual
("Consultant"), whose address is 5 Rue du Moulin, 67660
Shwabwiller, France, and eConnect, a Nevada corporation
("Client"), having its principal place of business at 2500 Via
Cabrillo Marina, Suite 112, San Pedro, California 90731.
WHEREAS, Consultant has knowledge and expertise in the area of
operating an internet company known as PowerClick, Inc., a Nevada
corporation, and including development of sites on the World Wide
Web portions of the Internet and information about publicly
traded companies, the use of the media known as the Internet, and
the evaluation of company operations, as well as the coordination
of and compatibility between several aspects and/or division or
same or related web sites and the underlying companies involved;
WHEREAS, Consultant desires to be engaged by Client to provide
information, evaluation and consulting services to the Client in
his area of knowledge and expertise on the terms and subject to
the conditions set forth herein;
WHEREAS, Client is a publicly held corporation with its common
stock shares trading on the Over the Counter Bulletin Board under
the ticker symbol "ECNC," and desires to further develop its
business and increase it's common stock share's value adding
additional lines of business of the Client, including the
acquisition of PowerClick, Inc. by the Client, and properly
managing existing e-commerce websites; and
WHEREAS, Client desires to engage Consultant to provide
information, evaluation and consulting services to the Client in
his area of knowledge and expertise on the terms and subject to
the conditions set forth herein.
NOW, THEREFORE, in consideration for those services Consultant
provides to Client, the parties agree as follows:
1. Services of Consultant.
Consultant agrees to perform for the Client all services and
consulting related to managing the operation of PowerClick, Inc.
after its acquisition by Client, in managing other websites owned
and operated by the Client, including development of sites on the
World Wide Web portions of the Internet, the use of the Internet,
and the evaluation of company operations, as well as the
coordination of and compatibility between several aspects and/or
division or same or related web sites. Consulting services
include, but are not limited to, providing information,
evaluation, and analysis with regard to the operation of such
properties.
2. Consideration.
Client agrees to pay Consultant, as his fee and as consideration
for services provided, Five Hundred Thousand (500,000) shares of
S-8 free trading common stock in Client. Shares are due and
payable immediately upon the effectiveness of the Form S-8
Registration Statement with the U.S. Securities and Exchange
Commission and with any appropriate states securities
administrator.
3. Confidentiality.
Each party agrees that during the course of this Agreement,
information that is confidential or of a proprietary nature may
be disclosed to the other party, including, but not limited to,
product and business plans, software, technical processes and
formulas, source codes, product designs, sales, costs and other
unpublished financial information, advertising revenues, usage
rates, advertising relationships, projections, and marketing data
("Confidential Information"). Confidential Information shall not
include information that the receiving party can demonstrate (a)
is, as of the time of its disclosure, or thereafter becomes part
of the public domain through a source other than the receiving
party, (b) was known to the receiving party as of the time of its
disclosure, (c) is independently developed by the receiving party,
or (d) is subsequently learned from a third party not under a
confidentiality obligation to the providing party.
4. Late Payment.
Client shall pay to Consultant all fees within fifteen (15) days
of the due date. Failure of Client to finally pay any fees within
fifteen (15) days after the applicable due date shall be deemed a
material breach of this Agreement, justifying suspension of the
performance of the "Services" provided by Consultant, will be
sufficient cause for immediate termination of this Agreement by
Consultant. Any such suspension will in no way relieve Client
from payment of fees, and, in the event of collection
enforcement, Client shall be liable for any costs associated with
such collection, including, but not limited to, legal costs,
attorneys' fees, courts costs, and collection agency fees.
5. Indemnification.
(a) Client.
Client agrees to indemnify, defend, and shall hold harmless
Consultant and /or his agents, and to defend any action brought
against said parties with respect to any claim, demand, cause of
action, debt or liability, including reasonable attorneys' fees
to the extent that such action is based upon a claim that: (i) is
true, (ii) would constitute a breach of any of Client's
representations, warranties, or agreements hereunder, or (iii)
arises out of the negligence or willful misconduct of Client, or
any Client Content to be provided by Client and does not violate
any rights of third parties, including, without limitation,
rights of publicity, privacy, patents, copyrights, trademarks,
trade secrets, and/or licenses.
(b) Consultant.
Consultant agrees to indemnify, defend, and shall hold harmless
Client, its directors, employees and agents, and defend any
action brought against same with respect to any claim, demand,
cause of action, debt or liability, including reasonable
attorneys' fees, to the extent that such an action arises out of
the gross negligence or willful misconduct of Consultant.
(c) Notice.
In claiming any indemnification hereunder, the indemnified party
shall promptly provide the indemnifying party with written notice
of any claim, which the indemnified party believes falls within
the scope of the foregoing paragraphs. The indemnified party may,
at its expense, assist in the defense if it so chooses, provided
that the indemnifying party shall control such defense, and all
negotiations relative to the settlement of any such claim. Any
settlement intended to bind the indemnified party shall not be
final without the indemnified party's written consent, which
shall not be unreasonably withheld.
6. Limitation of Liability.
Consultant shall have no liability with respect to Consultant's
obligations under this Agreement or otherwise for consequential,
exemplary, special, incidental, or punitive damages even if
Consultant has been advised of the possibility of such damages.
In any event, the liability of Consultant to Client for any
reason and upon any cause of action, regardless of the form in
which the legal or equitable action may be brought, including,
without limitation, any action in tort or contract, shall not
exceed ten percent (10%) of the fee paid by Client to Consultant
for the specific service provided that is in question.
7. Termination and Renewal.
(a) Term.
This Agreement shall become effective on the date appearing next
to the signatures below and terminate one (1) year thereafter.
Unless otherwise agreed upon in writing by Consultant and Client,
this Agreement shall not automatically be renewed beyond its
Term.
(b) Termination.
Either party may terminate this Agreement on thirty (30) calendar
days written notice, or if prior to such action, the other party
materially breaches any of its representations, warranties or
obligations under this Agreement. Except as may be otherwise
provided in this Agreement, such breach by either party will
result in the other party being responsible to reimburse the non-
defaulting party for all costs incurred directly as a result of
the breach of this Agreement, and shall be subject to such
damages as may be allowed by law including all attorneys' fees
and costs of enforcing this Agreement.
(c) Termination and Payment.
Upon any termination or expiration of this Agreement, Client
shall pay all unpaid and outstanding fees through the effective
date of termination or expiration of this Agreement. And upon
such termination, Consultant shall provide and deliver to Client
any and all outstanding services due through the effective date
of this Agreement.
8. Miscellaneous.
(a) Independent Contractor.
This Agreement establishes an "independent contractor"
relationship between Consultant and Client.
(b) Rights Cumulative; Waivers.
The rights of each of the parties under this Agreement are
cumulative. The rights of each of the parties hereunder shall
not be capable of being waived or varied other than by an express
waiver or variation in writing. Any failure to exercise or any
delay in exercising any of such rights shall not operate as a
waiver or variation of that or any other such right. Any
defective or partial exercise of any of such rights shall not
preclude any other or further exercise of that or any other such
right. No act or course of conduct or negotiation on the part of
any party shall in any way preclude such party from exercising
any such right or constitute a suspension or any variation of any
such right.
(c) Benefit; Successors Bound.
This Agreement and the terms, covenants, conditions, provisions,
obligations, undertakings, rights, and benefits hereof, shall be
binding upon, and shall inure to the benefit of, the undersigned
parties and their heirs, executors, administrators,
representatives, successors, and permitted assigns.
(d) Entire Agreement.
This Agreement contains the entire agreement between the parties
with respect to the subject matter hereof. There are no
promises, agreements, conditions, undertakings, understandings,
warranties, covenants or representations, oral or written,
express or implied, between them with respect to this Agreement
or the matters described in this Agreement, except as set forth
in this Agreement. Any such negotiations, promises, or
understandings shall not be used to interpret or constitute this
Agreement.
(e) Assignment.
Neither this Agreement nor any other benefit to accrue hereunder
shall be assigned or transferred by either party, either in whole
or in part, without the written consent of the other party, and
any purported assignment in violation hereof shall be void.
(f) Amendment.
This Agreement may be amended only by an instrument in writing
executed by all the parties hereto.
(g) Severability.
Each part of this Agreement is intended to be severable. In the
event that any provision of this Agreement is found by any court
or other authority of competent jurisdiction to be illegal or
unenforceable, such provision shall be severed or modified to the
extent necessary to render it enforceable and as so severed or
modified, this Agreement shall continue in full force and effect.
(h) Section Headings.
The Section headings in this Agreement are for reference purposes
only and shall not affect in any way the meaning or
interpretation of this Agreement.
(i) Construction.
Unless the context otherwise requires, when used herein, the
singular shall be deemed to include the plural, the plural shall
be deemed to include each of the singular, and pronouns of one or
no gender shall be deemed to include the equivalent pronoun of
the other or no gender.
(j) Further Assurances.
In addition to the instruments and documents to be made, executed
and delivered pursuant to this Agreement, the parties hereto
agree to make, execute and deliver or cause to be made, executed
and delivered, to the requesting party such other instruments and
to take such other actions as the requesting party may reasonably
require to carry out the terms of this Agreement and the
transactions contemplated hereby.
(k) Notices.
Any notice which is required or desired under this Agreement
shall be given in writing and may be sent by personal delivery or
by mail (either a. United States mail, postage prepaid, or b.
Federal Express or similar generally recognized overnight
carrier), addressed as follows (subject to the right to designate
a different address by notice similarly given):
To Client:
Mr. Thomas S. Hughes
eConnect
2500 Via Cabrillo Marina, Suite 112
San Pedro, California 90731
To Consultant:
Ms. Dominique Einhorn
5 Rue du Moulin
67660 Shwabwiller, France
(l) Governing Law.
This Agreement shall be governed by the interpreted in accordance
with the laws of the State of California without reference to its
conflicts of laws rules or principles. Each of the parties
consents to the exclusive jurisdiction of the federal courts of
the State of California in connection with any dispute arising
under this Agreement and hereby waives, to the maximum extent
permitted by law, any objection, including any objection based on
forum non coveniens, to the bringing of any such proceeding in
such jurisdictions.
(m) Consents.
The person signing this Agreement on behalf of each party hereby
represents and warrants that he has the necessary power, consent
and authority to execute and deliver this Agreement on behalf of
such party.
(n) Survival of Provisions.
The representations and warranties contained in Article VIII of
this Agreement and any liability of one Constituent Corporation
to the other for any default under the provisions of Articles VII
or VIII of this Agreement, shall expire with, and be terminated
and extinguished by, the merger under this Agreement on the
Effective Date.
(o) Execution in Counterparts.
This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original and all of which
together shall constitute one and the same agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and have agreed to and accepted the terms herein on the
date written above.
eConnect
By : /s/ Thomas S. Hughes
Thomas S. Hughes, President
Dominique Einhorn
/s/ Dominique Einhorn
CONSULTING SERVICES AGREEMENT
This Consulting Agreement ("Agreement"), dated February 7, 2000,
is made by and between Edward James Wexler, an individual
("Consultant"), whose address is P.O. Box 1029, Debary, Florida
32713, and eConnect, a Nevada corporation ("Client"), having its
principal place of business at 2500 Via Cabrillo Marina, Suite
112, San Pedro, California 90731.
WHEREAS, Consultant has knowledge and expertise in the area of
operating an internet company known as PowerClick, Inc., a Nevada
corporation, and including development of sites on the World Wide
Web portions of the Internet and information about publicly
traded companies, the use of the media known as the Internet, and
the evaluation of company operations, as well as the coordination
of and compatibility between several aspects and/or division or
same or related web sites and the underlying companies involved;
WHEREAS, Consultant desires to be engaged by Client to provide
information, evaluation and consulting services to the Client in
his area of knowledge and expertise on the terms and subject to
the conditions set forth herein;
WHEREAS, Client is a publicly held corporation with its common
stock shares trading on the Over the Counter Bulletin Board under
the ticker symbol "ECNC," and desires to further develop its
business and increase it's common stock share's value adding
additional lines of business of the Client, including the
acquisition of PowerClick, Inc. by the Client, and properly
managing existing e-commerce websites; and
WHEREAS, Client desires to engage Consultant to provide
information, evaluation and consulting services to the Client in
his area of knowledge and expertise on the terms and subject to
the conditions set forth herein.
NOW, THEREFORE, in consideration for those services Consultant
provides to Client, the parties agree as follows:
1. Services of Consultant.
Consultant agrees to perform for the Client all services and
consulting related to managing the operation of PowerClick, Inc.
after its acquisition by Client, in managing other websites owned
and operated by the Client, including development of sites on the
World Wide Web portions of the Internet, the use of the Internet,
and the evaluation of company operations, as well as the
coordination of and compatibility between several aspects and/or
division or same or related web sites. Consulting services
include, but are not limited to, providing information,
evaluation, and analysis with regard to the operation of such
properties.
2. Consideration.
Client agrees to pay Consultant, as his fee and as consideration
for services provided, Five Hundred Thousand (500,000) shares of
S-8 free trading common stock in Client. Shares are due and
payable immediately upon the effectiveness of the Form S-8
Registration Statement with the U.S. Securities and Exchange
Commission and with any appropriate states securities
administrator.
3. Confidentiality.
Each party agrees that during the course of this Agreement,
information that is confidential or of a proprietary nature may
be disclosed to the other party, including, but not limited to,
product and business plans, software, technical processes and
formulas, source codes, product designs, sales, costs and other
unpublished financial information, advertising revenues, usage
rates, advertising relationships, projections, and marketing data
("Confidential Information"). Confidential Information shall not
include information that the receiving party can demonstrate (a)
is, as of the time of its disclosure, or thereafter becomes part
of the public domain through a source other than the receiving
party, (b) was known to the receiving party as of the time of its
disclosure, (c) is independently developed by the receiving party
or (d) is subsequently learned from a third party not under a
confidentiality obligation to the providing party.
4. Late Payment.
Client shall pay to Consultant all fees within fifteen (15) days
of the due date. Failure of Client to finally pay any fees within
fifteen (15) days after the applicable due date shall be deemed a
material breach of this Agreement, justifying suspension of the
performance of the "Services" provided by Consultant, will be
sufficient cause for immediate termination of this Agreement by
Consultant. Any such suspension will in no way relieve Client
from payment of fees, and, in the event of collection
enforcement, Client shall be liable for any costs associated with
such collection, including, but not limited to, legal costs,
attorneys' fees, courts costs, and collection agency fees.
5. Indemnification.
(a) Client.
Client agrees to indemnify, defend, and shall hold harmless
Consultant and /or his agents, and to defend any action brought
against said parties with respect to any claim, demand, cause of
action, debt or liability, including reasonable attorneys' fees
to the extent that such action is based upon a claim that: (i) is
true, (ii) would constitute a breach of any of Client's
representations, warranties, or agreements hereunder, or (iii)
arises out of the negligence or willful misconduct of Client, or
any Client Content to be provided by Client and does not violate
any rights of third parties, including, without limitation,
rights of publicity, privacy, patents, copyrights, trademarks,
trade secrets, and/or licenses.
(b) Consultant.
Consultant agrees to indemnify, defend, and shall hold harmless
Client, its directors, employees and agents, and defend any
action brought against same with respect to any claim, demand,
cause of action, debt or liability, including reasonable
attorneys' fees, to the extent that such an action arises out of
the gross negligence or willful misconduct of Consultant.
(c) Notice.
In claiming any indemnification hereunder, the indemnified party
shall promptly provide the indemnifying party with written notice
of any claim, which the indemnified party believes falls within
the scope of the foregoing paragraphs. The indemnified party may,
at its expense, assist in the defense if it so chooses, provided
that the indemnifying party shall control such defense, and all
negotiations relative to the settlement of any such claim. Any
settlement intended to bind the indemnified party shall not be
final without the indemnified party's written consent, which
shall not be unreasonably withheld.
6. Limitation of Liability.
Consultant shall have no liability with respect to Consultant's
obligations under this Agreement or otherwise for consequential,
exemplary, special, incidental, or punitive damages even if
Consultant has been advised of the possibility of such damages.
In any event, the liability of Consultant to Client for any
reason and upon any cause of action, regardless of the form in
which the legal or equitable action may be brought, including,
without limitation, any action in tort or contract, shall not
exceed ten percent (10%) of the fee paid by Client to Consultant
for the specific service provided that is in question.
7. Termination and Renewal.
(a) Term.
This Agreement shall become effective on the date appearing next
to the signatures below and terminate one (1) year thereafter.
Unless otherwise agreed upon in writing by Consultant and Client,
this Agreement shall not automatically be renewed beyond its
Term.
(b) Termination.
Either party may terminate this Agreement on thirty (30) calendar
days written notice, or if prior to such action, the other party
materially breaches any of its representations, warranties or
obligations under this Agreement. Except as may be otherwise
provided in this Agreement, such breach by either party will
result in the other party being responsible to reimburse the non-
defaulting party for all costs incurred directly as a result of
the breach of this Agreement, and shall be subject to such
damages as may be allowed by law including all attorneys' fees
and costs of enforcing this Agreement.
(c) Termination and Payment.
Upon any termination or expiration of this Agreement, Client
shall pay all unpaid and outstanding fees through the effective
date of termination or expiration of this Agreement. And upon
such termination, Consultant shall provide and deliver to Client
any and all outstanding services due through the effective date
of this Agreement.
8. Miscellaneous.
(a) Independent Contractor.
This Agreement establishes an "independent contractor"
relationship between Consultant and Client.
(b) Rights Cumulative; Waivers.
The rights of each of the parties under this Agreement are
cumulative. The rights of each of the parties hereunder shall
not be capable of being waived or varied other than by an express
waiver or variation in writing. Any failure to exercise or any
delay in exercising any of such rights shall not operate as a
waiver or variation of that or any other such right. Any
defective or partial exercise of any of such rights shall not
preclude any other or further exercise of that or any other such
right. No act or course of conduct or negotiation on the part of
any party shall in any way preclude such party from exercising
any such right or constitute a suspension or any variation of any
such right.
(c) Benefit; Successors Bound.
This Agreement and the terms, covenants, conditions, provisions,
obligations, undertakings, rights, and benefits hereof, shall be
binding upon, and shall inure to the benefit of, the undersigned
parties and their heirs, executors, administrators,
representatives, successors, and permitted assigns.
(d) Entire Agreement.
This Agreement contains the entire agreement between the parties
with respect to the subject matter hereof. There are no
promises, agreements, conditions, undertakings, understandings,
warranties, covenants or representations, oral or written,
express or implied, between them with respect to this Agreement
or the matters described in this Agreement, except as set forth
in this Agreement. Any such negotiations, promises, or
understandings shall not be used to interpret or constitute this
Agreement.
(e) Assignment.
Neither this Agreement nor any other benefit to accrue hereunder
shall be assigned or transferred by either party, either in whole
or in part, without the written consent of the other party, and
any purported assignment in violation hereof shall be void.
(f) Amendment.
This Agreement may be amended only by an instrument in writing
executed by all the parties hereto.
(g) Severability.
Each part of this Agreement is intended to be severable. In the
event that any provision of this Agreement is found by any court
or other authority of competent jurisdiction to be illegal or
unenforceable, such provision shall be severed or modified to the
extent necessary to render it enforceable and as so severed or
modified, this Agreement shall continue in full force and effect.
(h) Section Headings.
The Section headings in this Agreement are for reference purposes
only and shall not affect in any way the meaning or
interpretation of this Agreement.
(i) Construction.
Unless the context otherwise requires, when used herein, the
singular shall be deemed to include the plural, the plural shall
be deemed to include each of the singular, and pronouns of one or
no gender shall be deemed to include the equivalent pronoun of
the other or no gender.
(j) Further Assurances.
In addition to the instruments and documents to be made, executed
and delivered pursuant to this Agreement, the parties hereto
agree to make, execute and deliver or cause to be made, executed
and delivered, to the requesting party such other instruments and
to take such other actions as the requesting party may reasonably
require to carry out the terms of this Agreement and the
transactions contemplated hereby.
(k) Notices.
Any notice which is required or desired under this Agreement
shall be given in writing and may be sent by personal delivery or
by mail (either a. United States mail, postage prepaid, or b.
Federal Express or similar generally recognized overnight
carrier), addressed as follows (subject to the right to designate
a different address by notice similarly given):
To Client:
Mr. Thomas S. Hughes
eConnect
2500 Via Cabrillo Marina, Suite 112
San Pedro, California 90731
To Consultant:
Mr. Edward James Wexler
P.O. Box 1029
Debary, Florida 32713
(l) Governing Law.
This Agreement shall be governed by the interpreted in accordance
with the laws of the State of California without reference to its
conflicts of laws rules or principles. Each of the parties
consents to the exclusive jurisdiction of the federal courts of
the State of California in connection with any dispute arising
under this Agreement and hereby waives, to the maximum extent
permitted by law, any objection, including any objection based on
forum non coveniens, to the bringing of any such proceeding in
such jurisdictions.
(m) Consents.
The person signing this Agreement on behalf of each party hereby
represents and warrants that he has the necessary power, consent
and authority to execute and deliver this Agreement on behalf of
such party.
(n) Survival of Provisions.
The representations and warranties contained in Article VIII of
this Agreement and any liability of one Constituent Corporation
to the other for any default under the provisions of Articles VII
or VIII of this Agreement, shall expire with, and be terminated
and extinguished by, the merger under this Agreement on the
Effective Date.
(o) Execution in Counterparts.
This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original and all of which
together shall constitute one and the same agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and have agreed to and accepted the terms herein on this
date, appearing next to their signatures.
eConnect
By : /s/ Thomas S. Hughes
Thomas S. Hughes, President
Edward James Wexler
/s/ Edward James Wexler
Brian F. Faulkner
Attorney at Law
3900 Birch Street, Suite 113
Newport Beach, California 92660
February 2, 2000
U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: eConnect - Form S-8
Dear Sir/Madame:
I have acted as counsel to eConnect, a Nevada corporation
("Company"), in connection with its Registration Statement on
Form S-8 relating to the registration of 4,000,000 shares of its
common stock ("Shares"), $0.001 par value per Share. The Shares
are issuable pursuant to the Company's Retainer Stock Plan for
Non-Employee Directors and Consultants ("Plan").
In my representation, I have examined such documents, corporate
records, and other instruments as I have deemed necessary or
appropriate for purposes of this opinion, including, but not
limited to, the Articles of Incorporation, and all amendments
thereto, and Bylaws of the Company.
Based upon the foregoing, it is my opinion that the Company is
duly organized and validly existing as a corporation under the
laws of the State of Nevada, and that the Shares, when issued and
sold in accordance with the terms of the Plan, will be validly
issued, fully paid, and non-assessable.
Sincerely,
/s/ Brian F. Faulkner
Brian F. Faulkner, Esq.
George Brenner
Certified Public Accountant
9300 Wilshire Boulevard, Suite 480
Beverly Hills, California 90212
February 2, 2000
U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: eConnect - Form S-8
Dear Sir/Madame:
As a certified public accountant, I hereby consent to the
incorporation by reference in this Form S-8 Registration
Statement of my report dated April 7, 1999 in eConnect's Form 10-
KSB/A for the year ended August 31, 1998, and to all references
to my Firm included in this registration statement.
Sincerely,
/s/ George Brenner
George Brenner, C.P.A.
Brian F. Faulkner
Attorney at Law
3900 Birch Street, Suite 113
Newport Beach, California 92660
February 2, 2000
U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: eConnect - Form S-8
Dear Sir/Madame:
I have acted as counsel to eConnect, a Nevada corporation
("Company"), in connection with its Registration Statement on
Form S-8 relating to the registration of 4,000,000 shares of its
common stock ("Shares"), $0.001 par value per Share. The Shares
are issuable pursuant to the Company's Retainer Stock Plan for
Non-Employee Directors and Consultants. I hereby consent to all
references to my firm included in this Registration Statement,
including the opinion of legality.
Sincerely,
/s/ Brian F. Faulkner
Brian F. Faulkner, Esq.
