<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
MARCH 28, 2000
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E-NET FINANCIAL.COM CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEVADA 0-24512 84-1273503
(STATE OR OTHER (COMMISSION (IRS EMPLOYER
JURISDICTION FILE NUMBER) IDENTIFICATION NO.)
OF INCORPORATION)
3200 BRISTOL STREET, SUITE 700, COSTA MESA, CA 92626
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(949) 253-4633
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
--------------------
<PAGE>
ITEM 2. ACQUISITION OF DISPOSITION OF ASSETS
a. On or about March 28, 2000 e-Net Financial.Com Corporation (the Company)
acquired ExpiDoc.com Inc., (the Subsidiary) a California corporation.
All assets, including but not limited to, tangible ones such as computers,
servers, and related telecommunications equipment, as well as non-tangible
assets such as contracts, on-going business relationships, and "goodwill," are
included in the acquisition.
The Company is paying twenty-four thousand (24,000) restricted shares, of the
Company's Common Stock, to the former owners, Tony Tseng and Christina Lee, in
exchange for all shares issued and outstanding of the Subsidiary. The Company
agrees to provide to the Subsidiary $125,000 to be used for working capital. The
Company further agrees to leave on the books of the Subsidiary the first $50,000
of revenue generated by the Subsidiary as additional working capital. The
purchase agreement is appended hereto as Exhibit 10.1.
It is agreed that the common shares shall be entitled to registration in the
event that the Company files a registration statement with the Securities and
Exchange Commission during the one-year period of time following the date of the
acquisition.
The purchase price of the acquisition based upon the $7.00 per share value of
the Company's Common Stock as of a recent date was $168,000.
The purchase price represents approximately 2.5 times the projected annual
earnings of the acquisition and is estimated to be approximately 50% of the
total investment necessary to operate the Subsidiary over the projected period.
The former owners of the Subsidiary are Tony Tseng and Christina Lee. Both Mr.
Tseng and Ms. Lee have signed employment and/or management agreements, either
individually or through Document Management Services, Inc., a California
corporation, with the Subsidiary. In addition, two key consultants, Mr. Scott
Presta and Mr. Vince Rinehart, have also signed management/consulting agreements
with the Subsidiary. These agreements run for seven years. These agreements are
appended hereto as Exhibits 10.2, 10.3, 10.4, 10.5 and 10.6.
Document Services Inc., will receive 50% of pretax profits, up to $1,000,000
annually, 40% of pretax profits between $1,000,001 and $1,800,000, 30% of pretax
profits between $1,800,001 and $2,600,000, and 20% of pretax profits over
$2,600,000.
In addition, if within the first 12 months there are three consecutive months
that average 2,200 or more signings a performance bonus of 20,000 shares of the
Company's common stock will be paid. If within the first 24 months there are
three consecutive months that average 4,400 or more signings a performance bonus
of 20,000 shares of the Company's common stock will be paid. If the Subsidiary
is sold during the term of this agreement a performance incentive will be paid
equal to 25% of the profit realized from the sale.
Mr. Scott Presta will receive, as compensation, 5% of the net pretax profit each
month. In addition, if within the first 12 months there are three consecutive
months that average 2,200 or more signings a performance bonus of 2,000 shares
of the Company's common stock will be paid. If within the first 24 months there
are three consecutive months that average 4,400 or more signings an additional
performance bonus of 2,000 shares the of Company's common stock will be paid. If
the Subsidiary is sold during the term of this agreement a performance incentive
will be paid equal to 2.5% of the profit realized from the sale.
Mr. Vince Rinehart will receive, as compensation, 5% of the net pretax profit
each month. In addition, if within the first 12 months there are three
consecutive months that average 2,200 or more signings a performance bonus of
2,000 shares of the Company's common stock will be paid. If within the first 24
months there are three consecutive months that average 4,400 or more signings an
additional performance bonus of 2,000 shares of the Company's common stock will
be paid. If the Subsidiary is sold during the term of this agreement a
performance incentive will be paid equal to 2.5% of the profit realized from the
sale.
It is the Company's intention to continue and expand this business. The
equipment will be used for the same purposes. The Registrant does not intend to
make any material changes in the operations of the Subsidiary.
<PAGE>
ITEM 7. FINANCIAL STATEMENTS, PROFORMA FINANCIAL INFORMATION, AND EXHIBITS
a. Financial Statements of Businesses Acquired
The required financial statements are not currently available. Pursuant
to paragraph (a) (4) of Item 7, the required statements will be filed as
soon as practicable, but not later than 60 days after the date this Form
8-K is required to be filed.
b. Proforma Financial Information
The required pro forma financial information is not currently available.
Pursuant to paragraph (b) (2) of Item 7, the required proforma financial
information will be filed as soon as practicable, but not later than 60
days after the date this Form 8-K is required to be filed.
c. Exhibits--
10.1 Stock Purchase Agreement
10.2 Employee Agreement -- Tony Tseng
10.3 Employee Agreement -- Christina Lee
10.4 Management Agreement-- Document Services Management. Inc.
10.5 Consulting Agreement -- Scott Presta
10.6 Consulting Agreement -- Vince Rinehart
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed by the undersigned hereunto
duly authorized.
DATE MARCH 30, 2000 E-NET FINANCIAL.COM CORPORATION
/s/ Michael Roth
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Michael Roth, President
<PAGE>
EXHIBIT
10.1 STOCK PURCHASE AGREEMENT
<PAGE>
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT ("Agreement"), dated as of March 17th, 2000
is by and between E-NET FINANCIAL.COM CORPORATION (the "PURCHASER"), and TONY
TSENG and CHRISTINA LEE (jointly referred to as "SELLER").
W I T N E S S E T H
WHEREAS, Seller currently owns 100% of the issued and outstanding shares
(the "Shares") of ExpiDoc.com, Inc. (the "Company");
WHEREAS, SELLER desires to sell to each of the PURCHASERS and PURCHASERS
desire to purchase from SELLER, 100% of SELLER's right, title and interest in
and to the Shares of the Company subject to the terms and conditions set forth
herein.
NOW THEREFORE, in consideration of the promises and respective mutual
agreements herein contained, it is agreed by and between the parties hereto as
follows:
ARTICLE 1
SALE AND PURCHASE OF THE SHARES
1. SALE OF THE SHARES.
1.1 SELLER shall transfer the Shares to PURCHASER in exchange for a total
of 24,000 shares of restricted common stock of E-Net Financial.com
(the "ENNT shares"), a contribution of one hundred twenty-five
thousand dollars ($125,000.00) into Expidoc.com, and a reinvestment
of fifty thousand dollars ($50,000) into Expidoc.com payable from the
first fifty thousand dollars of profit received by PURCHASER by
virtue of the ownership of the Shares.
1.2 It is hereby understood that such common shares shall be entitled to
registration in the event PURCHASER files a registration statement
with the Securities Exchange Commission during the one year period of
time following the date of this Agreement.
1.3 The Shares shall be issued in two separate certificates: one
certificate payable issued to Tony Tseng for 12,000 ENNT shares; and,
one certificate issued to Christina Lee for 12,000 ENNT shares.
1.4 As soon as practicable after the execution of the document, SELLER
and PURCHASER shall each deliver the certificates representing the
Shares and ENNT shares or other documentary evidence of the Shares to
the other.
1.5 Concurrently with the delivery of the ENNT shares, PURCHASER shall
deliver to SELLER an employment agreement, the terms and conditions
of which are contained in the Employment Agreement attached hereto as
EXHIBIT A-1 AND A-2 and incorporated herein by this reference.
1.6 Concurrently with the delivery of the ENNT shares and the Shares,
PURCHASER shall contribute $125,000 to Expidoc.com.
1.7 Concurrently with the delivery of the ENNT shares and the Shares, all
directors will be caused to resign form the Board of Directors of
Expidoc.com. They shall be replaced by Tony Tseng, and two directors
appointed by PURCHASER. These directors shall be Vince Rinehart and
Scott Presta.
1.8 Concurrently with the delivery of ENNT shares and the Shares, SELLER
shall cause to be delivered by Expidoc.com management agreements by
and between Expidoc.com and Document Services Management, Inc., Scott
Presta and Vince Rinehart. The management agreements, the form of
which is attached hereto as EXHIBIT B-1, B-2 AND B-3 are incorporated
herein by this reference.
1.9 PURCHASER agrees to reinvest as consideration for the transactions
contained herein the amount of fifty thousand dollars ($50,000) into
Expidoc.com payable from the first fifty thousand dollars of profit
received by PURCHASER by virtue of the ownership of the Shares.
<PAGE>
ARTICLE 2
REPRESENTATIONS AND COVENANTS OF SELLER AND PURCHASER
2.1 SELLER hereby represents and warrants that:
(a) The Shares sold hereunder have been duly authorized by the
appropriate corporate action of COMPANY.
(b) SELLER shall transfer title, in and to the Shares to PURCHASER
free and clear of all liens, security interests, pledges,
encumbrances, charges, restrictions, demands and claims, of any
kind and nature whatsoever, whether direct or indirect or
contingent.
2.2 On the Closing Date, SELLER shall deliver to each of the PURCHASER
certificates representing 100% of the issued and outstanding Shares
of the COMPANY, which shall contain a legend as follows:
THE SHARES (OR OTHER SECURITIES) REPRESENTED BY THIS CERTIFICATE HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SHARES MAY
NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN
OPINION OF COUNSEL THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT
IS AVAILABLE.
2.3 PURCHASERS acknowledge and agree that SELLER makes no other
representations or warranties with respect to the Shares or the
COMPANY.
2.4 SELLER has full power and authority to execute this Agreement and no
further action will be necessary on his part to make this Agreement
valid and binding upon SELLER in accordance with its terms.
2.5 PURCHASERS represent and warrant to SELLER as follows:
(a) PURCHASER has adequate means of providing for current needs and
contingencies, has no need for liquidity in the investment, and
is able to bear the economic risk of an investment in the Shares
offered by SELLER of the size contemplated. PURCHASERS have each
had a full opportunity to inspect the books and records of the
COMPANY and to make any and all inquiries of COMPANY officers and
directors regarding the COMPANY and its business as PURCHASERS
have deemed appropriate.
(b) PURCHASERS are acquiring the Shares solely for their own account
as principal, for investment purposes only and no other person or
entity has a direct or indirect beneficial interest in such
Shares. Each of the PURCHASERS represent that they have full
power and authority to execute this Agreement and to consummate
the transactions contemplated herein.
ARTICLE 3
CLOSING AND DELIVERY OF DOCUMENTS
3.1 CLOSING. The Closing shall be deemed to have occurred upon execution
of this Agreement and tender of consideration to the Seller.
Immediately upon such execution, the following shall occur as a
single integrated transaction:
(a) DELIVERY BY SELLER. SELLER shall deliver to PURCHASER the stock
certificate and any and all other instruments of conveyance and
transfer required by Section 1.3 to consummate the issuance of
the Shares hereunder and as further described in Section 1.3.
(b) DELIVERY BY PURCHASER. PURCHASER shall deliver the Purchase
Price as required in Section 1.1.
ARTICLE 4
MISCELLANEOUS
4.1 ENTIRE AGREEMENT. This Agreement sets forth the entire agreement and
understanding of the parties hereto with respect to the transactions
contemplated hereby, and supersedes all prior agreements,
arrangements and understandings related to the subject matter hereof.
4.2 WAIVER AND AMENDMENT. Any term, provision, covenant, representation,
warranty or condition of this Agreement may be waived, but only by a
written instrument signed by the party entitled to the benefits
<PAGE>
thereof. The failure or delay of any party at any time or times to
require performance of any provision hereof or to exercise its rights
with respect to any provision hereof shall in no manner operate as a
waiver of or affect such party's right at a later time to enforce the
same.
4.3 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of
which shall together constitute one and the same instrument.
4.7 ATTORNEYS' FEES. Except as otherwise provided herein, if a dispute
should arise between the parties including, but not limited to
arbitration, the prevailing party shall be reimbursed by the
non-prevailing party for all reasonable expenses incurred in
resolving such dispute, including reasonable attorneys' fees
exclusive of such amount of attorneys' fees as shall be a premium for
result or for risk of loss under a contingency fee arrangement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement, as
of the date first written hereinabove.
PURCHASER:
Print name: Mike Roth
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e-Net Financial.com Corporation
By: /s/ Mike Roth
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Title:President and CEO
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SELLER:
/s/ Tony Tseng
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Tony Tseng
/s/ Christina Lee
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Christina Lee
<PAGE>
EXHIBIT 10.2
EMPLOYEE AGREEMENT -- TONY TSENG
<PAGE>
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (this "Agreement"), is by and between
ExpiDoc.com, Inc. (the "Company"), and Tony Tseng, an individual ("Employee").
RECITALS
A. Company is engaged in the business of operating a notary signing
service for mortgage companies.
B. Company desires to employ Employee as its President and Employee
desires to accept this employment subject to the terms and conditions
of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and conditions
contained herein, the parties hereto hereby agree as follows:
AGREEMENT
1. Term and Duties. Company hereby employs Employee as President for a term of
seven (7) years commencing on the effective date indicated above. Employee
shall use his abilities to manage the affairs of the company with the
approval of the board of directors.
2. It is understood that Employee's employment hereunder shall be on a
part-time basis and Employee shall devote such time and attention to the
business of Employer as shall be required to perform the required services
and duties, as directed by board of directors.
3. Compensation. Employee shall receive no salary in connection with this
agreement. Employee shall be reimbursed for all expenses reasonably arising
from the operations of Employer. Additional consideration is outlined in
Exhibit B-1.
4. Disability of Employee.
4.1 Employee shall be considered disabled if, due to illness or injury,
either physical or mental, Employee is unable to perform Employee's
customary duties as an employee of Company for more than thirty (30)
days in the aggregate out of a period of twelve (12) consecutive
months. The determination that Employee is disabled shall be made by
the Company, based in part upon a physician's certification from a
physician selected by the Company and reasonably satisfactory to
Employee. Employee agrees to timely submit to any required medical or
other examination.
4.2 If Employee is determined to be disabled, Company shall have the
option to terminate this Agreement in its entirety upon fourteen (14)
days' written notice to Employee stating the date of termination,
which date may be any time selected by Company, but after the date of
the notice.
5. Termination.
5.1 Employee shall be employed for a term commencing on the Effective
Date and ending seven (7) years thereafter. Thereafter, the
employment term shall continue on an at will basis until terminated
at the option of either party upon thirty (30) days' prior written
notice.
5.2 Employee shall only be terminable prior to the termination of this
seven year term in the event Company is able to prove in a court of
competent jurisdiction that Employee has taken intentional unlawful
acts which were intended to materially and adversely effect the
operations of Employer.
6. Binding Effect. This Agreement shall be binding upon and inure to the
benefit of the parties hereto their respective devisees, legatees, heirs,
legal representatives, successors, and permitted assigns. The preceding
sentence shall not affect any restriction on assignment set forth elsewhere
in this Agreement.
7. Notices. Any notice, request, demand, or other communication given
pursuant to the terms of this Agreement shall be deemed given upon
delivery, if hand delivered, or forty-eight (48) hours after deposit in
the United States mail, postage prepaid, and sent certified or registered
mail, return receipt requested, correctly addressed to the addresses of
the parties indicated in the signature page of this Agreement.
<PAGE>
8. Assignment. Subject to all other provisions of this Agreement, any
attempt to assign or transfer this Agreement or any of the rights conferred
hereby, by judicial process or otherwise, to any person, firm, Company, or
corporation without the prior written consent of the other party, shall be
invalid, and may, at the option of such other party, result in an incurable
event of default resulting in termination of this Agreement and all rights
hereby conferred.
9. Entire Agreement. Except as provided herein, this Agreement, including
exhibits, contains the entire agreement of the parties, and supersedes all
existing negotiations, representations, or agreements and all other oral,
written, or other communications between them concerning the subject matter
of this Agreement. There are no representations, agreements, arrangements,
or understandings, oral or written, between and among the parties hereto
relating to the subject matter of this Agreement that are not fully
expressed herein.
10. Severability. If any provision of this Agreement is unenforceable, invalid,
or violates applicable law, such provision, or unenforceable portion of
such provision, shall be deemed stricken and shall not affect the
enforceability of any other provisions of this Agreement.
11. Counterparts. This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which shall together
constitute one and the same instrument.
12. Modification. No change, modification, addition, or amendment to this
Agreement shall be valid unless in writing and signed by all parties
hereto.
13. Attorneys' Fees. Except as otherwise provided herein, if a dispute
should arise between the parties including, but not limited to arbitration,
the prevailing party shall be reimbursed by the non-prevailing party for
all reasonable expenses incurred in resolving such dispute, including
reasonable attorneys' fees exclusive of such amount of attorneys' fees as
shall be a premium for result or for risk of loss under a contingency fee
arrangement.
14. Taxes. Any income taxes required to be paid in connection with the
payments due hereunder, shall be borne by the party required to make such
payment. Any withholding taxes in the nature of a tax on income shall be
deducted from payments due, and the party required to withhold such tax
shall furnish to the party receiving such payment all documentation
necessary to prove the proper amount to withhold of such taxes and to prove
payment to the tax authority of such required withholding.
15. Not for the Benefit of Creditors or Third Parties. The provisions of
this Agreement are intended only for the regulation of relations among the
parties. This Agreement is not intended for the benefit of creditors of the
parties or other third parties and no rights are granted to creditors of
the parties or other third parties under this Agreement. Under no
circumstances shall any third party, who is a minor, be deemed to have
accepted, adopted, or acted in reliance upon this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the Effective Date.
"Company" "Employee"
EXPIDOC.COM, INC. TONY TSENG
By /s/ Christina Lee /s/ Tony Tseng
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Its: Vice President
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<PAGE>
EXHIBIT
10.3 EMPLOYEE AGREEMENT -- CHRISTINA LEE
<PAGE>
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (this "Agreement"), is by and between
ExpiDoc.com, Inc. (the "Company"), and Christina Lee, an individual
("Employee").
RECITALS
A. Company is engaged in the business of operating a notary signing
service for mortgage companies.
B. Company desires to employ Employee as its Vice President and Employee
desires to accept this employment subject to the terms and conditions
of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and conditions
contained herein, the parties hereto hereby agree as follows:
AGREEMENT
1. Term and Duties. Company hereby employs Employee as President for a term of
seven (7) years commencing on the effective date indicated above. Employee
shall use his abilities to manage the affairs of the company with the
approval of the board of directors.
2. It is understood that Employee's employment hereunder shall be on a
part-time basis and Employee shall devote such time and attention to the
business of Employer as shall be required to perform the required services
and duties, as directed by board of directors.
3. Compensation. Employee shall receive no salary in connection with this
agreement. Employee shall be reimbursed for all expenses reasonably arising
from the operations of Employer. Additional consideration is outlined in
Exhibit B-1.
4. Disability of Employee.
a. Employee shall be considered disabled if, due to illness or injury,
either physical or mental, Employee is unable to perform Employee's
customary duties as an employee of Company for more than thirty (30)
days in the aggregate out of a period of twelve (12) consecutive
months. The determination that Employee is disabled shall be made by
the Company, based in part upon a physician's certification from a
physician selected by the Company and reasonably satisfactory to
Employee. Employee agrees to timely submit to any required medical or
other examination.
b. If Employee is determined to be disabled, Company shall have the
option to terminate this Agreement in its entirety upon fourteen (14)
days' written notice to Employee stating the date of termination,
which date may be any time selected by Company, but after the date of
the notice.
5. Termination.
a. Employee shall be employed for a term commencing on the Effective
Date and ending seven (7) years thereafter. Thereafter, the
employment term shall continue on an at will basis until terminated
at the option of either party upon thirty (30) days' prior written
notice.
b. Employee shall only be terminable prior to the termination of this
seven year term in the event Company is able to prove in a court of
competent jurisdiction that Employee has taken intentional unlawful
acts which were intended to materially and adversely effect the
operations of Employer.
6. Binding Effect. This Agreement shall be binding upon and inure to the
benefit of the parties hereto their respective devisees, legatees, heirs,
legal representatives, successors, and permitted assigns. The preceding
sentence shall not affect any restriction on assignment set forth elsewhere
in this Agreement.
7. Notices. Any notice, request, demand, or other communication given
pursuant to the terms of this Agreement shall be deemed given upon
delivery, if hand delivered, or forty-eight (48) hours after deposit in the
United States mail, postage prepaid, and sent certified or registered mail,
return receipt requested, correctly addressed to the addresses of the
parties indicated in the signature page of this Agreement.
<PAGE>
8. Assignment. Subject to all other provisions of this Agreement, any
attempt to assign or transfer this Agreement or any of the rights conferred
hereby, by judicial process or otherwise, to any person, firm, Company, or
corporation without the prior written consent of the other party, shall be
invalid, and may, at the option of such other party, result in an incurable
event of default resulting in termination of this Agreement and all rights
hereby conferred.
9. Entire Agreement. Except as provided herein, this Agreement,
including exhibits, contains the entire agreement of the parties, and
supersedes all existing negotiations, representations, or agreements and
all other oral, written, or other communications between them concerning
the subject matter of this Agreement. There are no representations,
agreements, arrangements, or understandings, oral or written, between and
among the parties hereto relating to the subject matter of this Agreement
that are not fully expressed herein.
10. Severability. If any provision of this Agreement is unenforceable, invalid,
or violates applicable law, such provision, or unenforceable portion of
such provision, shall be deemed stricken and shall not affect the
enforceability of any other provisions of this Agreement.
11. Counterparts. This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which shall together
constitute one and the same instrument.
12. Modification. No change, modification, addition, or amendment to this
Agreement shall be valid unless in writing and signed by all parties
hereto.
13. Attorneys' Fees. Except as otherwise provided herein, if a dispute
should arise between the parties including, but not limited to arbitration,
the prevailing party shall be reimbursed by the non-prevailing party for
all reasonable expenses incurred in resolving such dispute, including
reasonable attorneys' fees exclusive of such amount of attorneys' fees as
shall be a premium for result or for risk of loss under a contingency fee
arrangement.
14. Taxes. Any income taxes required to be paid in connection with the
payments due hereunder, shall be borne by the party required to make such
payment. Any withholding taxes in the nature of a tax on income shall be
deducted from payments due, and the party required to withhold such tax
shall furnish to the party receiving such payment all documentation
necessary to prove the proper amount to withhold of such taxes and to prove
payment to the tax authority of such required withholding.
15. Not for the Benefit of Creditors or Third Parties. The provisions of
this Agreement are intended only for the regulation of relations among the
parties. This Agreement is not intended for the benefit of creditors of the
parties or other third parties and no rights are granted to creditors of
the parties or other third parties under this Agreement. Under no
circumstances shall any third party, who is a minor, be deemed to have
accepted, adopted, or acted in reliance upon this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the Effective Date.
"Company" "Employee"
EXPIDOC.COM, INC. CHRISTINA LEE
By /s/ Tony Tseng /s/ Christina Lee
--------------------- -------------------
Its: President
---------------------
<PAGE>
EXHIBIT
10.4 MANAGEMENT AGREEMENT -- DOCUMENT SERVICES MANAGEMENT. INC.
<PAGE>
MANAGEMENT AGREEMENT
This Management Agreement (this "Agreement") is made and entered into as
of March 17th 2000, by and between Expidoc.com, Inc., a California corporation
(hereinafter referred to as the "Company") and Document Services Management,
Inc., California corporation (hereinafter referred to as the "Manager")
(collectively, the "Parties").
RECITALS
WHEREAS, Manager has certain management consulting experience pertaining
to corporate structure, marketing, strategic alliances, and other matters
relating to the management and growth of companies; and
WHEREAS, the Company wishes to engage the services of the Manager to
assist the Company in managing its business operations and growth.
NOW, THEREFORE, in consideration of the mutual promises herein contained,
the Parties hereto hereby agree as follows:
1. CONSULTING SERVICES
Attached hereto as Exhibit A and incorporated herein by this reference is
a description of the services to be provided by the Manager hereunder (the
"Consulting Services"). Manager hereby agrees to utilize its best efforts in
performing the Consulting Services, however, Manager makes no warranties,
representations, or guarantees regarding any corporate strategies attempted by
the Company or the eventual effectiveness of the Consulting Services.
2. TERM OF AGREEMENT
This Agreement shall be in full force and effect commencing upon the date
hereof. This Agreement has a term of seven years beginning on the date hereof.
This Agreement shall be renewed automatically for succeeding terms of one year
each unless either party gives notice to the other at least 30 days prior to the
expiration of any term of their intention not to renew this Agreement. Either
party hereto shall have the right to terminate this Agreement without notice in
the event of the death, bankruptcy, insolvency, or assignment for the benefit of
creditors of the other party. Manager shall have the right to terminate this
Agreement if Company fails to comply with the terms of this Agreement, including
without limitation its responsibilities for fees as set forth in this Agreement,
and such failure continues unremedied for a period of 30 days after written
notice to the Company by Manager. The Company shall have the right to terminate
this Agreement upon delivery to Manager of notice setting forth with specificity
facts comprising a material breach of this Agreement by Manager. Manager shall
have 30 days to remedy such breach.
3. TIME DEVOTED BY MANAGER
It is anticipated that the Manager shall spend as much time as deemed
necessary by the Board of Directors in order to perform the obligations of
Manager hereunder. The Company understands that this amount of time may vary and
that the Manager may perform Consulting Services for other companies.
4. PLACE WHERE SERVICES WILL BE PERFORMED
The Manager will perform most services in accordance with this Agreement
at Manager's offices. In addition, the Manager will perform services on the
telephone and at such other place(s) as necessary to perform these services in
accordance with this Agreement.
5. COMPENSATION TO MANAGER
The Manager's compensation for the Consulting Services shall be as set
forth in Exhibit B attached hereto and incorporated herein by this reference.
<PAGE>
6. INDEPENDENT CONTRACTOR
Both Company and the Manager agree that the Manager will act as an
independent contractor in the performance of his duties under this Agreement.
Nothing contained in this Agreement shall be construed to imply that Manager, or
any employee, agent or other authorized representative of Manager, is a partner,
joint venturer, agent, officer or employee of Company.
7. CONFIDENTIAL INFORMATION
The Manager and the Company acknowledge that each will have access to
proprietary information regarding the business operations of the other and agree
to keep all such information secret and confidential and not to use or disclose
any such information to any individual or organization without the
non-disclosing Parties prior written consent. It is hereby agreed that from time
to time Manager and the Company may designate certain disclosed information as
confidential for purposes of this Agreement.
8. INDEMNIFICATION
The Company hereby agrees to indemnify and hold Manager harmless from any
and all liabilities incurred by Manager under the Securities Act of 1933, as
amended (the "Act"), the various state securities acts, or otherwise, insofar as
such liabilities arise out of or are based upon (i) any material misstatement or
omission contained in any offering documents provided by the Company (ii) any
actions by the Company, direct or indirect, in connection with any offering by
the Company, in violation of any applicable federal or state securities laws or
regulations, or (iii) a breach of this Agreement by the Company. Furthermore,
the Company agrees to reimburse Manager for any legal or other expenses incurred
by Manager in connection with investigating or defending any action, proceeding,
investigation, or claim in connection herewith. The indemnity obligations of the
Company under this paragraph shall extend to the shareholders, directors,
officers, employees, agents, and control persons of Manager.
Manager hereby agrees to indemnify and hold the Company harmless from any
and all liabilities incurred by the Company under the Act, the various state
securities acts, or otherwise, insofar as such liabilities arise out of or are
based upon (i) any actions by Manager, its officers, employees, agents, or
control persons, direct or indirect, in connection with any offering by the
Company, in violation of any applicable federal or state securities laws or
regulations, or (ii) any breach of this Agreement by Manager.
The indemnity obligations of the Parties under this paragraph 8 shall be
binding upon and inure to the benefit of any successors, assigns, heirs, and
personal representatives of the Company, the Manager, and any other such persons
or entities mentioned hereinabove.
9. COVENANTS OF MANAGER
Manager covenants and agrees with the Company that, in performing
Consulting Services under this Agreement, Manager will:
(a) Comply with all federal and state securities and corporate laws;
(b) Not make any representations other than those authorized by the
Company; and
(c) Not publish, circulate or otherwise use any solicitation
materials, investor mailings, or updates other than materials
provided by or otherwise approved by the Company.
10. MISCELLANEOUS
(A) Any controversy arising out of or relating to this Agreement or any
modification or extension thereof, including any claim for damages
and/or rescission shall be settled by arbitration in Orange County,
California in accordance with the Commercial Arbitration Rules of the
American Arbitration Association before a panel of three arbitrators.
The arbitrators sitting in any such controversy shall have no power
to alter or modify any express provisions of this Agreement or to
render any award which by its terms effects any such alteration, or
modification subject to 10(G). This Section 10 shall survive the
termination of this Agreement.
<PAGE>
(B) If either party to this Agreement brings an action on this Agreement,
the prevailing party shall be entitled to reasonable expenses
therefore, including, but not limited to, attorneys' fees and
expenses and court costs.
(C) This Agreement shall inure to the benefit of the Parties hereto,
their administrators and successors in interest. This Agreement shall
not be assignable by either party hereto without the prior written
consent of the other.
(D) This Agreement contains the entire understanding of the Parties and
supersedes all prior agreements between them.
(E) This Agreement shall be constructed and interpreted in accordance
with and the governed by the laws of the State of California.
(F) No supplement, modification or amendment of this Agreement shall be
binding unless executed in writing by the Parties. No waiver of any
of the provisions of this Agreement shall be deemed, or shall
constitute, a waiver of any other provision, whether or not similar,
nor shall any waiver constitute a continuing waiver. No waiver shall
be binding unless executed in writing by the party making the waiver.
(G) If any provision hereof is held to be illegal, invalid or
unenforceable under present or future laws effective during the term
hereof, such provision shall be fully severable. This Agreement shall
be construed and enforced as if such illegal, invalid or
unenforceable provision had never comprised a part hereof, and the
remaining provisions hereof shall remain in full force and effect and
shall not be affected by the illegal, invalid or unenforceable
provision or by its severance herefrom.
IN WITNESS WHEREOF, the Parties hereto have placed their signatures
hereon on the day and year first above written.
- ------------------------------ ----------------------------------------------
ExpiDoc.com, Inc. Document Services Management, Inc.
BY: /s/ Tony Tseng BY: Christina Lee
---------------------- ---------------------------------------
ITS: President ITS: President
---------------------- ---------------------------------------
<PAGE>
EXHIBIT A
DESCRIPTION OF CONSULTING SERVICES
Manager shall perform the following services pursuant to the terms of
this Agreement:
(1) General management consulting services, including but not limited to:
(a) advising on corporate structure;
(b) advising on marketing; and
(c) developing strategic alliances.
(2) Consulting on matters of the board of directors of the Company,
including but not limited to:
(a) assisting the board of directors in developing policies and
procedures; and
(c) assisting the board of directors of the Company in mergers,
acquisitions, and other business combinations.
The above services will be further defined and delineated by the
Company's board of directors from time to time as necessary.
<PAGE>
EXHIBIT B
TERMS OF COMPENSATION
The Manager's compensation hereunder shall be as follows:
1. MONTHLY ADVISORY FEES. A monthly fee based on the monthly pretax profit
as follows:
For any Calendar year,
50% of all pretax profits up to $1,000,000 annually
40% of pretax profits between $1,000,001 and $1,800,000
30% of pretax profits between $1,800,001 and $2,600,000
20% of pretax profits over $2,600,000
2. PERFORMANCE BONUS. Manager shall be paid bonuses as follows:
a. If within the first 12 months there are 3 consecutive months
that average 2,200 or more completed signings per month, a
performance bonus of 20,000 shares of E-Net Financial.com
Corporation ("ENNT") will be paid.
b. If within the first 24 months there are 3 consecutive months that
average 4,400 or more completed signings per month, a performance
bonus of 20,000 shares of ENNT will be paid.
c. If the Company is sold at a profit during the term of this
Agreement, a performance incentive will be paid equal to 25% of
the net profit realized from the sale, in the event that e-Net
Finacnial.com sells Expidoc.com to an unrelated third party.
3. EXPENSES. Manager shall be reimbursed for all out-of-pocket expenses
upon submission of receipts or accounting to the Company, including,
but not limited to, all travel expenses, research material and
charges, computer charges, long-distance telephone charges, facsimile
costs, copy charges, messenger services, mail expenses and such other
Company related charges as may occur exclusively in relation to the
Company's business as substantiated by documentation.
- ------------------------------ ----------------------------------------------
ExpiDoc.com, Inc. Document Services Management, Inc.
BY: /s/ Tony Tseng BY: Christina Lee
---------------------- ---------------------------------------
ITS: President ITS: President
---------------------- ---------------------------------------
<PAGE>
EXHIBIT
10.5 CONSULTING AGREEMENT -- SCOTT PRESTA
<PAGE>
MANAGEMENT AGREEMENT
This Management Agreement (this "Agreement") is made and entered into as
of March 17th 2000, by and between Expidoc.com, Inc., a California corporation
(hereinafter referred to as the "Company") and Scott Presta, an individual
(hereinafter referred to as the "Manager") (collectively, the "Parties").
RECITALS
WHEREAS, Manager has certain management consulting experience pertaining
to corporate structure, marketing, strategic alliances, and other matters
relating to the management and growth of companies; and
WHEREAS, the Company wishes to engage the services of the Manager to
assist the Company in managing its business operations and growth.
NOW, THEREFORE, in consideration of the mutual promises herein contained,
the Parties hereto hereby agree as follows:
1. CONSULTING SERVICES
Attached hereto as Exhibit A and incorporated herein by this reference is
a description of the services to be provided by the Manager hereunder (the
"Consulting Services"). Manager hereby agrees to utilize its best efforts in
performing the Consulting Services, however, Manager makes no warranties,
representations, or guarantees regarding any corporate strategies attempted by
the Company or the eventual effectiveness of the Consulting Services.
2. TERM OF AGREEMENT
This Agreement shall be in full force and effect commencing upon the date
hereof. This Agreement has a term of seven years beginning on the date hereof.
This Agreement shall be renewed automatically for succeeding terms of one year
each unless either party gives notice to the other at least 30 days prior to the
expiration of any term of their intention not to renew this Agreement. Either
party hereto shall have the right to terminate this Agreement without notice in
the event of the death, bankruptcy, insolvency, or assignment for the benefit of
creditors of the other party. Manager shall have the right to terminate this
Agreement if Company fails to comply with the terms of this Agreement, including
without limitation its responsibilities for fees as set forth in this Agreement,
and such failure continues unremedied for a period of 30 days after written
notice to the Company by Manager. The Company shall have the right to terminate
this Agreement upon delivery to Manager of notice setting forth with specificity
facts comprising a material breach of this Agreement by Manager. Manager shall
have 30 days to remedy such breach.
3. TIME DEVOTED BY MANAGER
It is anticipated that the Manager shall spend as much time as deemed
necessary by the board of directors in order to perform the obligations of
Manager hereunder. The Company understands that this amount of time may vary and
that the Manager may perform Consulting Services for other companies.
4. PLACE WHERE SERVICES WILL BE PERFORMED
The Manager will perform most services in accordance with this Agreement
at Manager's offices. In addition, the Manager will perform services on the
telephone and at such other place(s) as necessary to perform these services in
accordance with this Agreement.
5. COMPENSATION TO MANAGER
The Manager's compensation for the Consulting Services shall be as set
forth in Exhibit B attached hereto and incorporated herein by this reference.
<PAGE>
6. INDEPENDENT CONTRACTOR
Both Company and the Manager agree that the Manager will act as an
independent contractor in the performance of his duties under this Agreement.
Nothing contained in this Agreement shall be construed to imply that Manager, or
any employee, agent or other authorized representative of Manager, is a partner,
joint venturer, agent, officer or employee of Company.
7. CONFIDENTIAL INFORMATION
The Manager and the Company acknowledge that each will have access to
proprietary information regarding the business operations of the other and agree
to keep all such information secret and confidential and not to use or disclose
any such information to any individual or organization without the
non-disclosing Parties prior written consent. It is hereby agreed that from time
to time Manager and the Company may designate certain disclosed information as
confidential for purposes of this Agreement.
8. INDEMNIFICATION
The Company hereby agrees to indemnify and hold Manager harmless from any
and all liabilities incurred by Manager under the Securities Act of 1933, as
amended (the "Act"), the various state securities acts, or otherwise, insofar as
such liabilities arise out of or are based upon (i) any material misstatement or
omission contained in any offering documents provided by the Company (ii) any
actions by the Company, direct or indirect, in connection with any offering by
the Company, in violation of any applicable federal or state securities laws or
regulations, or (iii) a breach of this Agreement by the Company. Furthermore,
the Company agrees to reimburse Manager for any legal or other expenses incurred
by Manager in connection with investigating or defending any action, proceeding,
investigation, or claim in connection herewith. The indemnity obligations of the
Company under this paragraph shall extend to the shareholders, directors,
officers, employees, agents, and control persons of Manager.
Manager hereby agrees to indemnify and hold the Company harmless from any
and all liabilities incurred by the Company under the Act, the various state
securities acts, or otherwise, insofar as such liabilities arise out of or are
based upon (i) any actions by Manager, its officers, employees, agents, or
control persons, direct or indirect, in connection with any offering by the
Company, in violation of any applicable federal or state securities laws or
regulations, or (ii) any breach of this Agreement by Manager.
The indemnity obligations of the Parties under this paragraph 8 shall be
binding upon and inure to the benefit of any successors, assigns, heirs, and
personal representatives of the Company, the Manager, and any other such persons
or entities mentioned hereinabove.
9. COVENANTS OF MANAGER
Manager covenants and agrees with the Company that, in performing
Consulting Services under this Agreement, Manager will:
(a) Comply with all federal and state securities and corporate laws;
(b) Not make any representations other than those authorized by the
Company; and
(c) Not publish, circulate or otherwise use any solicitation
materials, investor mailings, or updates other than materials
provided by or otherwise approved by the Company.
10. MISCELLANEOUS
(A) Any controversy arising out of or relating to this Agreement or any
modification or extension thereof, including any claim for damages
and/or rescission shall be settled by arbitration in Orange County,
California in accordance with the Commercial Arbitration Rules of the
American Arbitration Association before a panel of three arbitrators.
The arbitrators sitting in any such controversy shall have no power
to alter or modify any express provisions of this Agreement or to
render any award which by its terms effects any such alteration, or
modification subject to 10(G). This Section 10 shall survive the
termination of this Agreement.
<PAGE>
(B) If either party to this Agreement brings an action on this Agreement,
the prevailing party shall be entitled to reasonable expenses
therefore, including, but not limited to, attorneys' fees and
expenses and court costs.
(C) This Agreement shall inure to the benefit of the Parties hereto,
their administrators and successors in interest. This Agreement shall
not be assignable by either party hereto without the prior written
consent of the other.
(D) This Agreement contains the entire understanding of the Parties and
supersedes all prior agreements between them.
(E) This Agreement shall be constructed and interpreted in accordance
with and the governed by the laws of the State of California.
(F) No supplement, modification or amendment of this Agreement shall be
binding unless executed in writing by the Parties. No waiver of any
of the provisions of this Agreement shall be deemed, or shall
constitute, a waiver of any other provision, whether or not similar,
nor shall any waiver constitute a continuing waiver. No waiver shall
be binding unless executed in writing by the party making the waiver.
(G) If any provision hereof is held to be illegal, invalid or
unenforceable under present or future laws effective during the term
hereof, such provision shall be fully severable. This Agreement shall
be construed and enforced as if such illegal, invalid or
unenforceable provision had never comprised a part hereof, and the
remaining provisions hereof shall remain in full force and effect and
shall not be affected by the illegal, invalid or unenforceable
provision or by its severance herefrom.
IN WITNESS WHEREOF, the Parties hereto have placed their signatures
hereon on the day and year first above written.
- --------------------------- --------------------
ExpiDoc.com, Inc.
BY: /s/ Tony Tseng /s/ Scott Presta
--------------------- --------------------
Scott Presta
ITS: President
---------------------
<PAGE>
EXHIBIT A
DESCRIPTION OF CONSULTING SERVICES
Manager shall perform the following services pursuant to the terms of
this Agreement:
(1) General management consulting services, including but not limited to:
(a) advising on corporate structure;
(b) advising on marketing; and
(c) developing strategic alliances.
(2) Consulting on matters of the board of directors of the Company,
including but not limited to:
(a) assisting the board of directors in developing policies and
procedures; and
(c) assisting the board of directors of the Company in mergers,
acquisitions, and other business combinations.
The above services will be further defined and delineated by the
Company's board of directors from time to time as necessary.
<PAGE>
EXHIBIT B
TERMS OF COMPENSATION
The Manager's compensation hereunder shall be as follows:
1. MONTHLY ADVISORY FEES. A monthly fee of 5% of the net pretax profit
each month.
2. PERFORMANCE BONUS. Manager shall be paid bonuses as follows:
a. If within the first 12 months there are 3 consecutive months
that average 2,200 or more completed signings per month, a
performance bonus of 2,000 shares of E-Net Financial.com
Corporation ("ENNT") will be paid.
b. If within the first 24 months there are 3 consecutive months
that average 4,400 or more completed signings per month, a
performance bonus of 2,000 shares of ENNT will be paid.
c. If the Company is sold at a profit during the term of this
Agreement, a performance incentive will be paid equal to 2.5% of
the net profit realized from the sale, in the event that e-Net
Finacnial.com sells Expidoc.com to an unrelated third party.
3. EXPENSES. Manager shall be reimbursed for all out-of-pocket expenses
upon submission of receipts or accounting to the Company, including,
but not limited to, all travel expenses, research material and
charges, computer charges, long-distance telephone charges, facsimile
costs, copy charges, messenger services, mail expenses and such other
Company related charges as may occur exclusively in relation to the
Company's business as substantiated by documentation.
- --------------------------- --------------------
ExpiDoc.com, Inc.
BY: /s/ Tony Tseng /s/ Scott Presta
--------------------- --------------------
Scott Presta
ITS: President
---------------------
<PAGE>
EXHIBIT
10.6 CONSULTING AGREEMENT -- VINCE RINEHART
<PAGE>
MANAGEMENT AGREEMENT
This Management Agreement (this "Agreement") is made and entered into as
of March 17th 2000, by and between Expidoc.com, Inc., a California corporation
(hereinafter referred to as the "Company") and Vince Rinehart, an individual
(hereinafter referred to as the "Manager") (collectively, the "Parties").
RECITALS
WHEREAS, Manager has certain management consulting experience pertaining
to corporate structure, marketing, strategic alliances, and other matters
relating to the management and growth of companies; and
WHEREAS, the Company wishes to engage the services of the Manager to
assist the Company in managing its business operations and growth.
NOW, THEREFORE, in consideration of the mutual promises herein contained,
the Parties hereto hereby agree as follows:
1. CONSULTING SERVICES
Attached hereto as Exhibit A and incorporated herein by this reference is
a description of the services to be provided by the Manager hereunder (the
"Consulting Services"). Manager hereby agrees to utilize its best efforts in
performing the Consulting Services, however, Manager makes no warranties,
representations, or guarantees regarding any corporate strategies attempted by
the Company or the eventual effectiveness of the Consulting Services.
2. TERM OF AGREEMENT
This Agreement shall be in full force and effect commencing upon the date
hereof. This Agreement has a term of seven years beginning on the date hereof.
This Agreement shall be renewed automatically for succeeding terms of one year
each unless either party gives notice to the other at least 30 days prior to the
expiration of any term of their intention not to renew this Agreement. Either
party hereto shall have the right to terminate this Agreement without notice in
the event of the death, bankruptcy, insolvency, or assignment for the benefit of
creditors of the other party. Manager shall have the right to terminate this
Agreement if Company fails to comply with the terms of this Agreement, including
without limitation its responsibilities for fees as set forth in this Agreement,
and such failure continues unremedied for a period of 30 days after written
notice to the Company by Manager. The Company shall have the right to terminate
this Agreement upon delivery to Manager of notice setting forth with specificity
facts comprising a material breach of this Agreement by Manager. Manager shall
have 30 days to remedy such breach.
3. TIME DEVOTED BY MANAGER
It is anticipated that the Manager shall spend as much time as deemed
necessary by the board of directors in order to perform the obligations of
Manager hereunder. The Company understands that this amount of time may vary and
that the Manager may perform Consulting Services for other companies.
4. PLACE WHERE SERVICES WILL BE PERFORMED
The Manager will perform most services in accordance with this Agreement
at Manager's offices. In addition, the Manager will perform services on the
telephone and at such other place(s) as necessary to perform these services in
accordance with this Agreement.
5. COMPENSATION TO MANAGER
The Manager's compensation for the Consulting Services shall be as set
forth in Exhibit B attached hereto and incorporated herein by this reference.
<PAGE>
6. INDEPENDENT CONTRACTOR
Both Company and the Manager agree that the Manager will act as an
independent contractor in the performance of his duties under this Agreement.
Nothing contained in this Agreement shall be construed to imply that Manager, or
any employee, agent or other authorized representative of Manager, is a partner,
joint venturer, agent, officer or employee of Company.
7. CONFIDENTIAL INFORMATION
The Manager and the Company acknowledge that each will have access to
proprietary information regarding the business operations of the other and agree
to keep all such information secret and confidential and not to use or disclose
any such information to any individual or organization without the
non-disclosing Parties prior written consent. It is hereby agreed that from time
to time Manager and the Company may designate certain disclosed information as
confidential for purposes of this Agreement.
8. INDEMNIFICATION
The Company hereby agrees to indemnify and hold Manager harmless from any
and all liabilities incurred by Manager under the Securities Act of 1933, as
amended (the "Act"), the various state securities acts, or otherwise, insofar as
such liabilities arise out of or are based upon (i) any material misstatement or
omission contained in any offering documents provided by the Company (ii) any
actions by the Company, direct or indirect, in connection with any offering by
the Company, in violation of any applicable federal or state securities laws or
regulations, or (iii) a breach of this Agreement by the Company. Furthermore,
the Company agrees to reimburse Manager for any legal or other expenses incurred
by Manager in connection with investigating or defending any action, proceeding,
investigation, or claim in connection herewith. The indemnity obligations of the
Company under this paragraph shall extend to the shareholders, directors,
officers, employees, agents, and control persons of Manager.
Manager hereby agrees to indemnify and hold the Company harmless from any
and all liabilities incurred by the Company under the Act, the various state
securities acts, or otherwise, insofar as such liabilities arise out of or are
based upon (i) any actions by Manager, its officers, employees, agents, or
control persons, direct or indirect, in connection with any offering by the
Company, in violation of any applicable federal or state securities laws or
regulations, or (ii) any breach of this Agreement by Manager.
The indemnity obligations of the Parties under this paragraph 8 shall be
binding upon and inure to the benefit of any successors, assigns, heirs, and
personal representatives of the Company, the Manager, and any other such persons
or entities mentioned hereinabove.
9. COVENANTS OF MANAGER
Manager covenants and agrees with the Company that, in performing
Consulting Services under this Agreement, Manager will:
(a) Comply with all federal and state securities and corporate laws;
(b) Not make any representations other than those authorized by the
Company; and
(c) Not publish, circulate or otherwise use any solicitation
materials, investor mailings, or updates other than materials
provided by or otherwise approved by the Company.
10. MISCELLANEOUS
(A) Any controversy arising out of or relating to this Agreement or any
modification or extension thereof, including any claim for damages
and/or rescission shall be settled by arbitration in Orange County,
California in accordance with the Commercial Arbitration Rules of the
American Arbitration Association before a panel of three arbitrators.
The arbitrators sitting in any such controversy shall have no power
to alter or modify any express provisions of this Agreement or to
render any award which by its terms effects any such alteration, or
modification subject to 10(G). This Section 10 shall survive the
termination of this Agreement.
<PAGE>
(B) If either party to this Agreement brings an action on this Agreement,
the prevailing party shall be entitled to reasonable expenses
therefore, including, but not limited to, attorneys' fees and
expenses and court costs.
(C) This Agreement shall inure to the benefit of the Parties hereto,
their administrators and successors in interest. This Agreement shall
not be assignable by either party hereto without the prior written
consent of the other.
(D) This Agreement contains the entire understanding of the Parties and
supersedes all prior agreements between them.
(E) This Agreement shall be constructed and interpreted in accordance
with and the governed by the laws of the State of California.
(F) No supplement, modification or amendment of this Agreement shall be
binding unless executed in writing by the Parties. No waiver of any
of the provisions of this Agreement shall be deemed, or shall
constitute, a waiver of any other provision, whether or not similar,
nor shall any waiver constitute a continuing waiver. No waiver shall
be binding unless executed in writing by the party making the waiver.
(G) If any provision hereof is held to be illegal, invalid or
unenforceable under present or future laws effective during the term
hereof, such provision shall be fully severable. This Agreement shall
be construed and enforced as if such illegal, invalid or
unenforceable provision had never comprised a part hereof, and the
remaining provisions hereof shall remain in full force and effect and
shall not be affected by the illegal, invalid or unenforceable
provision or by its severance herefrom.
IN WITNESS WHEREOF, the Parties hereto have placed their signatures
hereon on the day and year first above written.
- --------------------------- --------------------
ExpiDoc.com, Inc.
BY: /s/ Tony Tseng /s/Vince Rinehart
--------------------- --------------------
Vince Rinehart
ITS: President
---------------------
<PAGE>
EXHIBIT A
DESCRIPTION OF CONSULTING SERVICES
Manager shall perform the following services pursuant to the terms of
this Agreement:
(1) General management consulting services, including but not limited to:
(a) advising on corporate structure;
(b) advising on marketing; and
(c) developing strategic alliances.
(2) Consulting on matters of the board of directors of the Company,
including but not limited to:
(a) assisting the board of directors in developing policies and
procedures; and
(c) assisting the board of directors of the Company in mergers,
acquisitions, and other business combinations.
The above services will be further defined and delineated by the
Company's board of directors from time to time as necessary.
<PAGE>
EXHIBIT B
TERMS OF COMPENSATION
The Manager's compensation hereunder shall be as follows:
1. MONTHLY ADVISORY FEES. A monthly fee of 5% of the net pretax profit
each month.
2. PERFORMANCE BONUS. Manager shall be paid bonuses as follows:
a. If within the first 12 months there are 3 consecutive months
that average 2,200 or more completed signings per month, a
performance bonus of 2,000 shares of E-Net Financial.com
Corporation ("ENNT") will be paid.
b. If within the first 24 months there are 3 consecutive months
that average 4,400 or more completed signings per month, a
performance bonus of 2,000 shares of ENNT will be paid.
c. If the Company is sold at a profit during the term of this
Agreement, a performance incentive will be paid equal to 2.5% of
the net profit realized from the sale, in the event that e-Net
Financial.com sells Expidoc.com to an unrelated third party.
3. EXPENSES. Manager shall be reimbursed for all out-of-pocket expenses
upon submission of receipts or accounting to the Company, including,
but not limited to, all travel expenses, research material and
charges, computer charges, long-distance telephone charges, facsimile
costs, copy charges, messenger services, mail expenses and such other
Company related charges as may occur exclusively in relation to the
Company's business as substantiated by documentation.
- --------------------------- --------------------
ExpiDoc.com, Inc.
BY: /s/ Tony Tseng /s/Vince Rinehart
--------------------- --------------------
Vince Rinehart
ITS: President
---------------------
