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Exhibit 99.1
CONSULTING AGREEMENT
This Agreement is made and entered into as of the 25th day of May, 2000, by and
between XCEL MANAGEMENT, INC. ("Issuer") and the undersigned Mark DeStefano (of
MQ Holdings, a solely owned "S" Corporation, as his alter ego) and T.J. Jesky
("Consultant(s)").
R E C I T A L S
A. WHEREAS, Issuer desires to retain Consultant(s), and Consultant(s) desires
to be retained by Issuer, to provide consulting services to Issuer; and
B. WHEREAS, Issuer desires to compensate Consultant(s) for Consultants'
services by issuing twenty thousand (20,000) Pre-split Shares of Issuer's common
stock, and Consultant(s) desires to be compensated by the receipt of such
Shares.
NOW, THEREFORE, in consideration of the mutual promises herein contained, the
parties agree as follows:
1. CONSULTING SERVICES AND COMPENSATION. On the terms and subject to the
conditions set forth in this agreement, Issuer and Consultant hereby agree that:
1.1 For the completion of the Company's reports for fiscal year ending 1999-
2000, the consultant(s) shall serve as a consultant to Issuer with regards to
their required SEC filings for the Issuer within guidelines to be established by
Issuer from time to time (the "Consulting Services"); and
1.2 Issuer agrees to issue to Consultant(s) and Consultant(s) agrees to accept
from Issuer, as compensation for the Consulting Services, that twenty thousand
(20,000) of Pre-split Shares of Issuer's common stock which is set forth on the
Signature page of this Agreement (the "Shares").
2. REGISTRATION, ISSUANCE AND DELIVERY OF SHARES. Issuer agrees to register
the issuance of the Shares to Consultant by filing a Form S-8 registration
statement (the "Registration Statement") with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Securities Act").
Promptly after the Registration Statement becomes effective, Issuer shall issue
a stock certificate representing the Shares to Consultant and shall deliver the
stock certificate at the address specified by Consultant in the delivery
instructions on the signature page of this agreement.
3. ISSUER'S REPRESENTATIONS AND WARRANTIES. Issuer hereby represents and
warrants to Consultant that:
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3.1 Authority. The individual executing and delivering this agreement on
Issuer's behalf has been duly authorized to do so, the signature of such
individual is binding upon Issuer, and Issuer is duly organized and subsisting
under the laws of the jurisdiction in which it was organized.
3.2 Enforceability. Issuer has duly executed and delivered this agreement and
(subject to its execution by Consultant) it constitutes a valid and binding
agreement of Issuer enforceable in accordance with its terms against Issuer,
except as such enforceability may be limited by principles of public policy, and
subject to laws of general application relating to bankruptcy, insolvency and
the relief of debtors and rules of law governing specific performance,
injunctive relief or other equitable remedies.
3.3 Capitalization. Issuer has no outstanding capital stock other than common
stock as of the date of this agreement. Issuer is authorized to issue 50,000,000
Shares of Common Stock, of which 9,839,764 Shares are issued and outstanding.
All of Issuer's outstanding Shares of Common Stock have been duly and validly
issued and are fully paid, non-assessable and not subject to any preemptive or
similar rights; and the Shares have been duly authorized and, when issued and
delivered to Consultant as payment for services rendered as provided by this
agreement, will be validly issued, fully paid and non-assessable, and the
issuance of such Shares will not be subject to any preemptive or similar rights.
4. MISCELLANEOUS.
4.1 Assignment. This Agreement is not Transferable or Assignable.
4.2 Execution and Delivery of Agreement. Each of the parties shall be entitled
to rely on delivery by facsimile transmission of an executed copy of this
agreement by the other party, and acceptance of such facsimile copies shall
create a valid and binding agreement between the parties.
4.3 Titles. The titles of the sections and subsections of this agreement are
for the convenience of reference only and are not to be considered in construing
this agreement.
4.4 Severability. The invalidity or unenforceability of any particular
provision of this agreement shall not affect or limit the validity or
enforceability of the remaining provisions of this agreement.
4.5 Entire Agreement. This agreement constitutes the entire agreement and
understanding between the parties with respect to the subject matters herein and
supersedes and replaces any prior agreements and understandings, whether oral or
written, between them with respect to such matters.
4.6 Waiver and Amendment. Except as otherwise provided herein, the provisions
of this agreement may be waived, altered, amended or repealed, in whole or in
part, only upon the mutual written agreement of Consultant and Issuer.
4.7 Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall be an original, but all of which together shall constitute
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one and the same instrument.
4.8 Governing Law. This agreement is governed by and shall be construed in
accordance with the internal law of the State of Nevada without reference to its
rules as to conflicts of law.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
the date first above mentioned.
"ISSUER"
XCEL MANAGEMENT, INC.
/s/ John P. Gorst
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John P. Gorst
President
"CONSULTANT(S)"
Mark DeStefano
(MQ Holdings, a solely owned "S" corporation)
/s/ Mark DeStefano
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Signature
MQ Holdings, Inc.
c/o Mark DeStefano
8555 W. Sahara, Suite 130
Las Vegas, NV 89117
and
"CONSULTANT"
T. J. Jesky
/s/ T. J. Jesky
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Signature
T. J. Jesky
1801 E. Tropicana, Suite 9
Las Vegas NV 89119
RE: 20,000 shares of Common Stock Pre-Split
