CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT entered into as of this 10 day of November, 2000
between RAINWIRE PARTNERS, INC., a Delaware corporation (the "Company") and
RONALD A. POTTS ("Consultant").
WHEREAS, The Catapult Group, Inc., a predecessor to the Company, and the
Consultant had previously entered into a consulting agreement in June, 1999
whereby the Consultant would provide consulting services to The Catapult
Group, Inc.;
WHEREAS, the current consulting agreement with Consultant was designed to
meet the then current needs of The Catapult Group, Inc., and is set to expire in
June, 2001;
WHEREAS, the Company and the Consultant wish to expand the services to be
provided by Consultant and to extend the term of the original consulting
agreement;
NOW, THEREFORE, in consideration of the premises and the mutual promises
set forth herein, the parties agree as follows:
1. For a said period of One (1) Year beginning on November 10, 2000 (the
"Consulting Period") Consultant shall serve as a consultant to the Company on
matters pertaining to the locating of potential acquisition targets and
potential merger partners for Company that would further the business interests
of Company, the location, negotiation and arranging of a bank loan or credit
line for the Company, and the locating of additional directors or officers that
would enhance the current management of the Company. Consultant's services shall
include consultation with and advice to directors and officers of the Company.
2. During the Consulting Period, the Company shall be entitled to
Consultant's services for reasonable times when and to the extent requested by,
and subject to the direction of, the Chairman and Chief Executive Officer and
the Chief Financial Officer of the Company.
3. Consultant's services shall be rendered from his/her office, unless by
mutual agreement from time to time arrangements are made for those services to
be rendered elsewhere. Reasonable travel and living expenses necessarily
incurred by Consultant to render services at locations other than his/her office
shall be reimbursed by the Company promptly upon receipt of proper statements
with regard to the nature and amount of those expenses. Those statements shall
be furnished to the Company monthly at the end of each calendar month of the
Consulting Period during which any of those expenses are incurred.
4. Consultant shall have no authority to bind Company by or to any
obligation, agreement, promise or representation without first obtaining the
written approval of the Chief Executive Officer. Consultant shall not incur any
liability on behalf of Company or in any way represent or bind Company in any
manner or thing whatsoever and nothing herein shall be deemed to constitute
either party the agent or legal representative of the other. Consultant shall
not have the authority and shall not represent that he has authority to approve
check requests or to order, purchase or otherwise obtain any equipment,
supplies, services or other materials on behalf of Company.
5. In consideration of Consultant's entering into this Agreement, the
Company has agreed to issue to Consultant 480,000 shares of the Company's common
stock.
6. Consultant understands and agrees that Consultant is an independent
contractor rather than an employee or agent of Company. Consultant hereby
warrants and represents that he has all necessary licenses, visas, work permits
or other government approvals required to perform the Services.
7. Consultant shall be responsible for withholding, paying, and reporting
any and all required federal, state or local income, employment and other taxes
and charges. Consultant understands and agrees that Company will make no
deduction from payments to Consultant for federal or state tax withholdings,
social security, unemployment, workers' compensation or disability insurance.
8. Consultant understands and agrees it is not eligible for dental,
medical, disability, hospitalization, life insurance, vacation, travel benefits
and other employee welfare and benefit programs maintained by Company based on
the Services or otherwise. In addition, Consultant shall not be eligible to
participate in or accrue benefits under other programs which are available to
employees of Company.
9. Consultant agrees that he will not without the Company's consent
disclose to anyone any trade secrets of the Company or and confidential or
non-public information relating to the Company's business, operations or
prospects.
10. This Agreement may be terminated by Company or Consultant without cause
in their sole discretion by providing the other party with at least ninety (90)
calendar days' advance written notice (the "Notice Period"); provided that, if
Consultant shall choose to terminate this Agreement prior to the expiration of
its term, Consultant shall return to the Company 40,000 shares for each month
outside of the Notice Period remaining in the term of the Agreement.
11. It is understood and agreed by the parties that the services of
Consultant are unique and personal in nature and both Consultant and Company
shall not delegate or assign all or any portion of its required performance to
any other individual, firm or entity.
12. No waiver, amendment or modification of any provision of this Agreement
shall be effective unless in writing and signed by both parties. No failure or
delay by either party in exercising any right, power or remedy under this
Agreement shall operate as a waiver of any such right, power or remedy.
13. This Agreement shall be binding upon and inure to the benefit of the
heirs, successors, and assigns of the parties hereto.
14. Notices hereunder shall be given in writing and will be deemed to have
been given (a) on the date delivered in person, (b) on the date indicated on the
return receipt if mailed postage prepaid, by certified or registered U.S. mail,
with return receipt requested, (c) twenty-four (24) hours after transmittal by
facsimile, if sent by 5:00 p.m. Eastern Time, on a regular business day and
confirmation of receipt thereof is reflected or obtained, or (d) if sent by
overnight courier service, on the next business day after delivery to the
courier service (in time for and specifying next day delivery). In each case
such notices shall be sent to the address or facsimile number set forth below.
Either party may change such address by giving (15) days written notice to the
other party hereto.
If to Company: Rainwire Partners, Inc.
695 Pylant Street
Atlanta, GA 30306
Attention: Mr. Bryan M. Johns,
Chief Executive Officer
Telephone: (404) 892-1111
Facsimile: (404) 892-0630
If to Consultant: Mr. Ronald A. Potts
490 Regatta Bay Boulevard
Destin, FL 32541
Telephone: (865) 560-6308
Facsimile: (865) 470-0109
15. If any provision of this Agreement shall be held by a court of
competent jurisdiction to be contrary to law, the remaining provisions of this
Agreement shall remain in full force and effect.
16. This Agreement and the Exhibits hereto constitute the entire Agreement
between the parties concerning the subject matter hereof and supersedes all
prior negotiations and discussions with respect to such subject matter. This
Agreement may be modified in writing only, signed by the parties hereto.
17. The remedies hereunder shall be cumulative and not alternatives; the
election of one remedy for a breach shall not preclude pursuit of other
remedies.
18. Whenever required by the context, references herein to the singular
shall include the plural and the masculine gender shall include the feminine
gender. For the purposes of this Agreement, unless the context clearly requires
otherwise, "or" is not exclusive and "including" shall mean "including, but not
limited to."
19. The section and other headings contained in this Agreement are for
reference purposes only and shall not affect the interpretation of this
Agreement.
20. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original and all of which together shall constitute one
and the same instrument.
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[Signature page to Consulting Agreement]
Agreed and Accepted to this
10th day of November, 2000. /s/ Ronald A. Potts
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Ronald A. Potts
By /s/ Bryan M. Johns
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Name Bryan M. Johns
Title CEO
