CONSULTING AGREEMENT
This CONSULTING AGREEMENT ("Agreement") made and entered into as of the
14th day of September 2000, by and between 5th Avenue Channel Corp. (the
"Corporation"), and Gerald C. Parker (the "Consultant").
1. APPOINTMENT OF CONSULTANT. The Corporation appoints the Consultant and the
Consultant accepts appointment on the terms and conditions provided in
this Agreement as a consultant to the Corporation's business, including
any other corporations hereafter formed or acquired by the Corporation to
engage in any business.
2. BOARD OF DIRECTORS SUPERVISION. The activities of the Consultant to be
performed under this Agreement shall be subject to the supervision of the
Board of Directors of the Corporation (the "Board") to the extent required
by applicable law or regulation and subject to reasonable policies not
inconsistent with the terms of this Agreement adopted by the Board and in
effect from time to time. Where not required by applicable law or
regulation, the Consultant shall not require the prior approval of the
Board to perform its duties under this Agreement. The Board has approved
this agreement.
3. SERVICES OF CONSULTANT. Subject to any limitations imposed by applicable
law or regulation, the Consultant shall render all of the management and
consulting services to the Corporation described herein (the "Services").
Which services shall include advice and assistance concerning any and all
aspects of the operations and planning of the Corporation as needed from
time to time. These services shall include but not be limited to assisting
the Corporation in its relations with accountants, and attorneys. The
Consultant will also make reports to the Corporation as requested by the
Board of Directors. The Consultant will use its best efforts to cause its
employees and agents to give the Corporation the benefit of their special
knowledge, skill and business expertise to the extent relevant to the
Corporation's business and affairs. The Consultant shall make
introductions to companies who are possible strategic partners, and assist
the Corporation in developing strategic relationships with these
companies. At present the Consultant has introduced the Corporation to
ByeByeNOW, Inc. for possible consolidation of studio facilities and other
matters, Digital2Me, Inc. for the opportunity of using Digital 2Me's
technology for possibly offering the Corporation's video-based products on
a pay-per view basis, New Millennium, Inc, and Fusion 5, Inc. The
Consultant shall find, interview and assist the Corporation in hiring
executives as the need for such executives arises. In addition, the
consultant shall render advice and expertise in connection with any
acquisitions or dispositions taken by the Corporation and shall from time
to time bring to the attention of the Corporation acquisition
opportunities as the Consultant deems appropriate in its sole discretion.
4. REIMBURSEMENT OF EXPENSES; INDEPENDENT CONTRACTOR. All obligations or
expenses reasonably incurred by the Consultant in the performance of its
duties under this Agreement, which are performed with the prior written or
oral approval of the Corporation shall be for the account of, on behalf
of, and at the expense of the Corporation. Provided that no such written
or oral approval shall be required for reimbursement of any individual
expense that is less than $500. The Consultant shall not be obligated to
make any advance to or for the account of the Corporation without
assurance that the necessary funds are held in accounts maintained by the
Corporation; nor shall the Consultant be obligated to incur any liability
or obligation for the account of the Corporation without assurance that
the necessary funds for the discharge of such liability or obligation will
be provided. The Corporation shall reimburse each such expense within 15
days of submission by the Consultant to the Corporation of a properly
documented expense report. The Consultant shall be an independent
contractor, and nothing contained in this Agreement shall be deemed or
construed (i) to create a partnership or joint venture between the
Corporation and the Consultant; or (ii) to cause the Consultant to be
responsible in any way for the debts, liabilities or obligations of the
Corporation or any other party; or (iii) to constitute the Consultant or
any of its
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employees as employees, officers or agents of the Corporation. The
Consultant shall not hold itself out or permit itself to be regarded (to
the extent practical) as an employee, officer or agent of the Corporation
and shall strictly avoid any act or omission that may reasonably lead to a
contractual or tortuous claim against or liability to the Corporation.
5. OTHER ACTIVITIES OF CONSULTANT. The Corporation acknowledges and agrees
that neither the Consultant nor any of the Consultant's employees,
officers, directors, affiliates or associates shall be required to devote
full time business efforts to the duties of the Consultant specified in
this Agreement, but instead shall devote only so much of such time and
efforts as the Consultant reasonably deems necessary to fulfill its
obligations under this Agreement. The Corporation further acknowledges and
agrees that the Consultant and its affiliates are engaged in the business
of managing and consulting businesses for the Consultant's own account and
for the account of unaffiliated parties, and understands that the
Consultant plans to continue to be engaged in such businesses (and other
business or investment activities) during the term of the Agreement. No
aspect or element of such activities shall be deemed to be engaged in for
the benefit of the Corporation or any of its subsidiaries or to constitute
a conflict of interest. Furthermore, notwithstanding anything herein to
the contrary, the Consultant shall be required to bring only such business
opportunities to the attention of the Corporation as the Consultant, in
its sole discretion, deems appropriate.
6. COMPENSATION OF CONSULTANT. In consideration of Consultant's agreement to
provide the management services described herein, the Corporation will pay
to Consultant the following:
a. 500,000 shares of the corporation's common stock for which S-8
registration will be made.
b. Options to purchase 500,000 shares of the corporation's common
stock at the strike price of $.50 per share.
c. Options to purchase 500,000 shares of the corporation's common
stock at a strike price of $1.00 per share.
d. Options to purchase 500,000 shares of the corporation's common
stock at a strike price of $1.50 per share.
These options shall vest immediately. These options shall expire 3 years
from the date of this agreement, unless, by November 14, 2000, the
Corporation's Common Stock has not had a bid price of at least $1.00 per
share for a minimum of 10 consecutive trading days, (The NASDAQ
Requirement). In the event the NASDAQ Requirement has not been met, either
party has the right to cancel the options by November 24, 2000, and in
such an event Consultant shall be entitled to receive a fee of one
thousand ($1,000) dollars for each business day that it can establish that
it provided services to the Corporation. The shares issued pursuant to the
options shall have "piggyback" demand registration rights. "Piggyback"
demand registration rights entitle Consultant to have shares registered
with the next filing of the registration statement by the Corporation.
7. TERM. This Agreement shall commence as of the date hereof and shall remain
in effect through December 31, 2002 unless either party exercises its
right to cancel the options for failure to meet the NASDAQ Requirement. In
that event this Agreement is immediately terminated and, other than as
provided in the Convertible Debenture and paragraph 6 in this Agreement,
the parties shall have no claims against each other.
8. TERMINATION UPON BREACH. Either the Corporation or the Consultant may
terminate this Agreement in the event of the breach of any of the material
terms or provisions of this Agreement by the other party, which breach is
not cured within 10 business days after written notice of the same is
given to the party alleged to be in breach by the other party.
9. STANDARD OF CARE. The Consultant (including any person or entity acting
for or on behalf of the Consultant) shall not be liable for any damages
suffered by the Corporation which are caused by
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any mistake of fact, errors of judgment, or by any acts or omissions of
any kind of the Consultant, unless caused by the intentional misconduct,
recklessness or gross negligence of the Consultant.
10. CONFIDENTIALITY. All information, knowledge and data relating to or
concerned with the operations, business and affairs of the Consultant or
the Corporation which are exchanged by the parties hereto in connection
with the performance by the Consultant of its duties hereunder shall be
the property of the Corporation. The information, knowledge and data shall
be treated as confidential information and shall be held in a fiduciary
capacity by the parties hereunder. Neither the Consultant nor the
Corporation shall disclose or divulge such information to any firm,
person, corporation, or other entity other than as required by law or in
connection with the performance of its duties hereunder.
11. NON-COMPETITION. During the "Restricted Period" (as hereinafter defined),
the Consultant agrees not to (and shall cause each of its employees and
Affiliates not to) directly or indirectly, alone or as a partner, officer,
director, employee, consultant, agent, independent contractor, member or
stockholder of an company or person, engage in (or have a pecuniary,
financial or beneficial interest in) the business of the Corporation. The
Consultant further agrees that, during the Restricted Period, the
Consultant shall not in any capacity, either separately, jointly or in
association with others, directly or indirectly do any of the following:
(a) employ or seek to employ any person or agent who is then employed or
retained by the Corporation (or who was so employed or retained at any
time within the two (2) years prior to the date either Consultant employs
or seeks to employ such person); and (b) solicit, induce, or influence any
proprietor, partner, stockholder, lender, director, officer, employee,
joint venture, investor, consultant, agent, lesser, supplier, customer or
any other person which has a business relationship with the Corporation or
any subsidiary, at any time during the Restricted Period, to discontinue
or reduce or modify the extent of such relationship with the Corporation.
The Restricted Period shall mean one year after the date of termination of
this Agreement.
12. INDEMNIFICATION OF CONSULTANT. The Corporation hereby agrees to indemnify
and hold harmless the Consultant and its present and future officers,
directors, affiliates, employees, and agents, ("Indemnified Parties") to
the fullest extent permitted by law for actions of the Corporation set
forth in Schedule B. The Corporation further agrees to reimburse the
Indemnified Parties on a monthly basis for any cost of defending any
action or investigation (including attorney's fees and expenses) subject
to an undertaking from such Indemnified Party to repay the Corporation if
such party is determined not to be entitled to such indemnity.
13. INDEMNIFICATION OF THE CORPORATION The Consultant hereby agrees to
indemnify and hold harmless the Consultant and its present and future
officers, directors, affiliates, employees, and agents, ("Indemnified
Corporate Parties") to the fullest extent permitted by law for actions of
the Consultant set forth in Schedule B. The Corporation further agrees to
reimburse the Indemnified Corporate Parties on a monthly basis for any
cost of defending any action or investigation (including attorney's fees
and expenses) subject to an undertaking from such Indemnified Party to
repay the Company if such party is determined not to be entitled to such
indemnity.
14. ASSIGNMENT. Without the consent of the Consultant, the Corporation shall
not assign, transfer or convey any of its rights, duties or interest under
this Agreement; nor shall it delegate any of the obligations or duties
required to be kept or performed by it hereunder. The Consultant shall not
assign, transfer or convey any of its rights, duties or interests under
this Agreement, nor shall it delegate any of the obligations or duties
required to be kept or performed by it under this Agreement, except that
the Consultant may transfer its rights and obligations hereunder to one if
its affiliates, or to an assignee who utilizes the services of employees
of the Consultant.
15. NOTICES. All notices, demands, consents, approvals and requests given by
either party to the other hereunder shall be in writing and shall be
personally delivered or sent by registered or certified mail, return
receipt requested, postage prepaid, to the parties at the following
addresses:
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If to the Corporation: Melvin Rosen
President
5th Avenue Channel Corporation
3957 NE 163RD St
North Miami, Fl 33160
If to the Consultant:
Gerald C. Parker
7820 South Holiday Drive
Sarasota, Fl 34321
Any party may at any time change its respective address by sending written
notice to the other party of the change in the manner hereinabove
prescribed.
16. SEVERABILITY. If any term or provision of this Agreement or the
application thereof to any person or circumstance shall, to any extent, be
invalid or unenforceable, the remainder of this Agreement, or the
application of such term or provision to persons or circumstances other
than those as to which it is held invalid or enforceable, shall be valid
and be enforced to the fullest extent permitted by law.
17. NO WAIVER. The failure by any party to exercise any right, remedy or
elections herein contained, or permitted by law, shall not constitute or
be construed as a waiver or relinquishment for the future exercise of such
right, remedy or election, but the same shall continue and remain in full
force and effect. All rights and remedies that any party may have at law,
in equity or otherwise upon breach of any term or condition of this
Agreement, shall be distinct, separate and cumulative rights and remedies
and no one of them, whether exercised or not, shall be deemed to be in
exclusion of any other right or remedy.
18. ENTIRE AGREEMENT. This Agreement contains the entire agreement between the
parities hereto with respect to the matters herein contained and any
change or modification must be in writing and signed by the party against
whom enforcement of the change or modification is sought.
19. GOVERNING LAWS This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida.
IN WITNESS WHEREOF, if the parties hereto have caused this Consulting
Agreement to be duly executed by their authorized representatives as of
the date first above written.
5TH Avenue Channel Corporation Gerald C. Parker
/s/ MELVIN ROSEN /s/ GERALD C. PARKER
--------------------------------- -----------------------
Melvin Rosen, CEO/President
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CONSULTING AGREEMENT
This CONSULTING AGREEMENT ("Agreement") made and entered into as of the
14th day of September 2000, by and between 5th Avenue Channel Corp. (the
"Corporation"), and Andrew M. Badolato (the "Consultant").
1. APPOINTMENT OF CONSULTANT. The Corporation appoints the Consultant and the
Consultant accepts appointment on the terms and conditions provided in
this Agreement as a consultant to the Corporation's business, including
any other corporations hereafter formed or acquired by the Corporation to
engage in any business.
2. BOARD OF DIRECTORS SUPERVISION. The activities of the Consultant to be
performed under this Agreement shall be subject to the supervision of the
Board of Directors of the Corporation (the "Board") to the extent required
by applicable law or regulation and subject to reasonable policies not
inconsistent with the terms of this Agreement adopted by the Board and in
effect from time to time. Where not required by applicable law or
regulation, the Consultant shall not require the prior approval of the
Board to perform its duties under this Agreement. The Board has approved
this agreement.
3. SERVICES OF CONSULTANT. Subject to any limitations imposed by applicable
law or regulation, the Consultant shall render all of the management and
consulting services to the Corporation described herein (the "Services").
Which services shall include advice and assistance concerning any and all
aspects of the operations and planning of the Corporation as needed from
time to time. These services shall include but not be limited to assisting
the Corporation in its relations with accountants, and attorneys. The
Consultant will also make reports to the Corporation as requested by the
Board of Directors. The Consultant will use its best efforts to cause its
employees and agents to give the Corporation the benefit of their special
knowledge, skill and business expertise to the extent relevant to the
Corporation's business and affairs. The Consultant shall make
introductions to companies who are possible strategic partners, and assist
the Corporation in developing strategic relationships with these
companies. At present the Consultant has introduced the Corporation to
ByeByeNOW, Inc. for possible consolidation of studio facilities and other
matters, Digital2Me, Inc. for the opportunity of using Digital 2Me's
technology for possibly offering the Corporation's video-based products on
a pay-per view basis, New Millennium, Inc, and Fusion 5, Inc. The
Consultant shall find, interview and assist the Corporation in hiring
executives as the need for such executives arises. In addition, the
consultant shall render advice and expertise in connection with any
acquisitions or dispositions taken by the Corporation and shall from time
to time bring to the attention of the Corporation acquisition
opportunities as the Consultant deems appropriate in its sole discretion.
4. REIMBURSEMENT OF EXPENSES; INDEPENDENT CONTRACTOR. All obligations or
expenses reasonably incurred by the Consultant in the performance of its
duties under this Agreement, which are performed with the prior written or
oral approval of the Corporation shall be for the account of, on behalf
of, and at the expense of the Corporation. Provided that no such written
or oral approval shall be required for reimbursement of any individual
expense that is less than $500. The Consultant shall not be obligated to
make any advance to or for the account of the Corporation without
assurance that the necessary funds are held in accounts maintained by the
Corporation; nor shall the Consultant be obligated to incur any liability
or obligation for the account of the Corporation without assurance that
the necessary funds for the discharge of such liability or obligation will
be provided. The Corporation shall reimburse each such expense within 15
days of submission by the Consultant to the Corporation of a properly
documented expense report. The Consultant shall be an independent
contractor, and nothing contained in this Agreement shall be deemed or
construed (i) to create a partnership or joint venture between the
Corporation and the Consultant; or (ii) to cause the Consultant to be
responsible in any way for the debts, liabilities or obligations of the
Corporation or any other party; or (iii) to constitute the Consultant or
any of its
1
<PAGE>
employees as employees, officers or agents of the Corporation. The
Consultant shall not hold itself out or permit itself to be regarded (to
the extent practical) as an employee, officer or agent of the Corporation
and shall strictly avoid any act or omission that may reasonably lead to a
contractual or tortuous claim against or liability to the Corporation.
5. OTHER ACTIVITIES OF CONSULTANT. The Corporation acknowledges and agrees
that neither the Consultant nor any of the Consultant's employees,
officers, directors, affiliates or associates shall be required to devote
full time business efforts to the duties of the Consultant specified in
this Agreement, but instead shall devote only so much of such time and
efforts as the Consultant reasonably deems necessary to fulfill its
obligations under this Agreement. The Corporation further acknowledges and
agrees that the Consultant and its affiliates are engaged in the business
of managing and consulting businesses for the Consultant's own account and
for the account of unaffiliated parties, and understands that the
Consultant plans to continue to be engaged in such businesses (and other
business or investment activities) during the term of the Agreement. No
aspect or element of such activities shall be deemed to be engaged in for
the benefit of the Corporation or any of its subsidiaries or to constitute
a conflict of interest. Furthermore, notwithstanding anything herein to
the contrary, the Consultant shall be required to bring only such business
opportunities to the attention of the Corporation as the Consultant, in
its sole discretion, deems appropriate.
6. COMPENSATION OF CONSULTANT. In consideration of Consultant's agreement to
provide the management services described herein, the Corporation will pay
to Consultant the following:
a. 500,000 shares of the corporation's common stock for which S-8
registration will be made.
b. Options to purchase 500,000 shares of the corporation's common
stock at the strike price of $.50 per share.
c. Options to purchase 500,000 shares of the corporation's common
stock at a strike price of $1.00 per share.
d. Options to purchase 500,000 shares of the corporation's common
stock at a strike price of $1.50 per share.
These options shall vest immediately. These options shall expire 3 years
from the date of this agreement, unless, by November 14, 2000, the
Corporation's Common Stock has not had a bid price of at least $1.00 per
share for a minimum of 10 consecutive trading days, (The NASDAQ
Requirement). In the event the NASDAQ Requirement has not been met, either
party has the right to cancel the options by November 24, 2000, and in
such an event Consultant shall be entitled to receive a fee of one
thousand ($1,000) dollars for each business day that it can establish that
it provided services to the Corporation. The shares issued pursuant to the
options shall have "piggyback" demand registration rights. "Piggyback"
demand registration rights entitle Consultant to have shares registered
with the next filing of the registration statement by the Corporation.
7. TERM. This Agreement shall commence as of the date hereof and shall remain
in effect through December 31, 2002 unless either party exercises its
right to cancel the options for failure to meet the NASDAQ Requirement. In
that event this Agreement is immediately terminated and, other than as
provided in the Convertible Debenture and paragraph 6 in this Agreement,
the parties shall have no claims against each other.
8. TERMINATION UPON BREACH. Either the Corporation or the Consultant may
terminate this Agreement in the event of the breach of any of the material
terms or provisions of this Agreement by the other party, which breach is
not cured within 10 business days after written notice of the same is
given to the party alleged to be in breach by the other party.
9. STANDARD OF CARE. The Consultant (including any person or entity acting
for or on behalf of the Consultant) shall not be liable for any damages
suffered by the Corporation which are caused by
2
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any mistake of fact, errors of judgment, or by any acts or omissions of
any kind of the Consultant, unless caused by the intentional misconduct,
recklessness or gross negligence of the Consultant.
10. CONFIDENTIALITY. All information, knowledge and data relating to or
concerned with the operations, business and affairs of the Consultant or
the Corporation which are exchanged by the parties hereto in connection
with the performance by the Consultant of its duties hereunder shall be
the property of the Corporation. The information, knowledge and data shall
be treated as confidential information and shall be held in a fiduciary
capacity by the parties hereunder. Neither the Consultant nor the
Corporation shall disclose or divulge such information to any firm,
person, corporation, or other entity other than as required by law or in
connection with the performance of its duties hereunder.
11. NON-COMPETITION. During the "Restricted Period" (as hereinafter defined),
the Consultant agrees not to (and shall cause each of its employees and
Affiliates not to) directly or indirectly, alone or as a partner, officer,
director, employee, consultant, agent, independent contractor, member or
stockholder of an company or person, engage in (or have a pecuniary,
financial or beneficial interest in) the business of the Corporation. The
Consultant further agrees that, during the Restricted Period, the
Consultant shall not in any capacity, either separately, jointly or in
association with others, directly or indirectly do any of the following:
(a) employ or seek to employ any person or agent who is then employed or
retained by the Corporation (or who was so employed or retained at any
time within the two (2) years prior to the date either Consultant employs
or seeks to employ such person); and (b) solicit, induce, or influence any
proprietor, partner, stockholder, lender, director, officer, employee,
joint venture, investor, consultant, agent, lesser, supplier, customer or
any other person which has a business relationship with the Corporation or
any subsidiary, at any time during the Restricted Period, to discontinue
or reduce or modify the extent of such relationship with the Corporation.
The Restricted Period shall mean one year after the date of termination of
this Agreement.
12. INDEMNIFICATION OF CONSULTANT. The Corporation hereby agrees to indemnify
and hold harmless the Consultant and its present and future officers,
directors, affiliates, employees, and agents, ("Indemnified Parties") to
the fullest extent permitted by law for actions of the Corporation set
forth in Schedule B. The Corporation further agrees to reimburse the
Indemnified Parties on a monthly basis for any cost of defending any
action or investigation (including attorney's fees and expenses) subject
to an undertaking from such Indemnified Party to repay the Corporation if
such party is determined not to be entitled to such indemnity.
13. INDEMNIFICATION OF THE CORPORATION The Consultant hereby agrees to
indemnify and hold harmless the Consultant and its present and future
officers, directors, affiliates, employees, and agents, ("Indemnified
Corporate Parties") to the fullest extent permitted by law for actions of
the Consultant set forth in Schedule B. The Corporation further agrees to
reimburse the Indemnified Corporate Parties on a monthly basis for any
cost of defending any action or investigation (including attorney's fees
and expenses) subject to an undertaking from such Indemnified Party to
repay the Company if such party is determined not to be entitled to such
indemnity.
14. ASSIGNMENT. Without the consent of the Consultant, the Corporation shall
not assign, transfer or convey any of its rights, duties or interest under
this Agreement; nor shall it delegate any of the obligations or duties
required to be kept or performed by it hereunder. The Consultant shall not
assign, transfer or convey any of its rights, duties or interests under
this Agreement, nor shall it delegate any of the obligations or duties
required to be kept or performed by it under this Agreement, except that
the Consultant may transfer its rights and obligations hereunder to one if
its affiliates, or to an assignee who utilizes the services of employees
of the Consultant.
15. NOTICES. All notices, demands, consents, approvals and requests given by
either party to the other hereunder shall be in writing and shall be
personally delivered or sent by registered or certified mail, return
receipt requested, postage prepaid, to the parties at the following
addresses:
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If to the Corporation: Melvin Rosen
President
5th Avenue Channel Corporation
3957 NE 163RD St
North Miami, Fl 33160
If to the Consultant:
Andrew M. Badolato
7820 South Holiday Drive
Sarasota, Fl 34321
Any party may at any time change its respective address by sending written
notice to the other party of the change in the manner hereinabove
prescribed.
16. SEVERABILITY. If any term or provision of this Agreement or the
application thereof to any person or circumstance shall, to any extent, be
invalid or unenforceable, the remainder of this Agreement, or the
application of such term or provision to persons or circumstances other
than those as to which it is held invalid or enforceable, shall be valid
and be enforced to the fullest extent permitted by law.
17. NO WAIVER. The failure by any party to exercise any right, remedy or
elections herein contained, or permitted by law, shall not constitute or
be construed as a waiver or relinquishment for the future exercise of such
right, remedy or election, but the same shall continue and remain in full
force and effect. All rights and remedies that any party may have at law,
in equity or otherwise upon breach of any term or condition of this
Agreement, shall be distinct, separate and cumulative rights and remedies
and no one of them, whether exercised or not, shall be deemed to be in
exclusion of any other right or remedy.
18. ENTIRE AGREEMENT. This Agreement contains the entire agreement between the
parities hereto with respect to the matters herein contained and any
change or modification must be in writing and signed by the party against
whom enforcement of the change or modification is sought.
19. GOVERNING LAWS This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida.
IN WITNESS WHEREOF, if the parties hereto have caused this Consulting
Agreement to be duly executed by their authorized representatives as of
the date first above written.
5TH Avenue Channel Corporation Andrew M. Badolato
/s/ MELVIN ROSEN /s/ ANDREW M. BADOLATO
------------------------------ -----------------------
Melvin Rosen, CEO/President
<PAGE>
MINUTES OF A SPECIAL MEETING OF
THE BOARD OF DIRECTORS OF
5TH AVENUE CHANNEL, CORP.
A special meeting (the "meeting") of the Board of Directors of 5th Avenue
Channel Corporation ("Company") was held at the offices of the Company located
at 3957 NE 163rd Street, North Miami Beach, Florida 33160 on September 22, 2000.
Notice of a Special Meeting was given in accordance with the terms of the
bylaws to all Directors. The following directors were present during the
teleconference:
Mel Rosen - Chairman of the Board - CEO/President Present
Eric Lefkowitz - Vice President/Director Present
Dennis Devlin - Director - via teleconference Present
Nick Van Der Linden - Director Absent
These directors constituted a majority of all the members of the Board of
Directors.
Also present by invitation were:
Aurelio Alonso - Chief Financial Officer Present
Tonia Troutwine - Administrator of Legal Affairs Present
Mel Rosen was designated Chairman of the Meeting and Eric Lefkowitz
Secretary.
The Secretary introduced each person present at the meeting and reviewed
the Agenda items. A copy of the Agenda and documents relating to the Agenda
items were previously distributed to each director. The Secretary then proceeded
with the discussion of the Agenda items.
The Secretary then stated that the first order of business was the issue
of the consulting agreements with Gerry Parker and Andrew Badolato to assist and
give advice in all aspects of the operations and planning of the Corporation.
Discussions followed.
Upon motions duly made, seconded and unanimously carried by the
Directors of the Company, it was
RESOLVED, that the Board of Directors hereby ratifies, adopts and approves
that the consulting agreements with Gerald Parker and Andrew Badolato be
ratified, adopted and approved.
<PAGE>
The Secretary then stated that the next order of business was the issue of
compliance with NASDAQ requirements to maintain listed status. Discussions
followed.
Upon motions duly made, seconded and unanimously carried by the
Directors of the Company, it was
RESOLVED, that the Board of Directors hereby ratifies, adopts and approves
that Mel convert his shares of debt into equity for the company, as long as it
is in compliance with any Florida, Federal or SEC regulations, in order to meet
the NASDAQ requirements and remain listed be ratified, adopted and approved.
The Secretary then stated the next order of business was the issue of
Officer and Director contributions and repayment from the company for such
contributions made in the form of loans to the company. Discussions followed.
Upon motions duly made, seconded and unanimously carried by the
disinterested Directors of the Company, it was
RESOLVED, that the Board of Directors hereby ratifies, adopts and approves
that Mel has committed over 3.5million dollars to the company and should be
repaid for interest, back pay, personal guarantee, funding and fundraising
efforts be ratified, adopted and approved.
RESOLVED, that the Board of Directors hereby ratifies, adopts and approves
that Eric has committed monies to the company and should be repaid for interest,
back pay, personal guarantee, funding, fundraising efforts, additional
compensation and dilution of IBC shares by issuing restricted shares and
converting debt owed to Eric from the company into shares be ratified, adopted
and approved.
RESOLVED, that the Board of Directors hereby ratifies, adopts and approves
that Dennis Devlin be repaid for expenses and work as a Director be ratified,
adopted and approved.
The Secretary then stated the next order of business was the issue of the
loan from shareholder Sissel Klurman. Discussions followed.
Upon motions duly made, seconded and unanimously carried by the
disinterested Directors of the Company, it was
RESOLVED, that the Board of Directors hereby ratifies, adopts and approves
that the terms of the loan granted to 5th Avenue Channel Corp. be ratified
adopted and approved.
The Secretary then stated the next order of business was the issue of the
Employee Stock Option Plan. Discussions followed.
<PAGE>
Upon motions duly made, seconded and unanimously carried by the
disinterested Directors of the Company, it was
RESOLVED, that the Board of Directors hereby ratifies, adopts and approves
that the Employee Stock Option Plan be ratified, adopted and approved.
There being no further business to come before said meeting, upon motion
duly made, seconded and unanimously carried, the meeting was adjourned.
/s/ ERIC LEFKOWITZ
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Secretary
