CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (the "Agreement") is made and entered into this -May-
day of 25, 2000, by and between OTC Live, Inc. whose business address 372
Atlantic Ave, Staten Island, NY, 10305, (the "Company") OTC Live, Inc. and _____
(the Client) Forest Glade International (FGII) whose business address is 1521
56st, Delta B.C. V4L 2A9.
In consideration of the mutual promise contained herein and on the terms and
conditions hereinafter set forth, the Company and Client agree as follows:
1. Consulting Services. The Client hereby retains the Company to assist in
profiling a publicly traded company on the Internet Website owned and operated
by the Company (http://www.otclive.com) and the Company hereby accepts and
agrees to such retention. The Company hereby agrees to post publicly summarized
information of the Client as a profile in the "Portfolio" section of the Website
owned and operated by the Company.
It is further acknowledged that the entire objective of the service performed by
the Company is to gain exposure of a public company on behalf of the Client
through an Internet Website, and not to artificially inflate share prices,
trading volume or any other prohibited activity.
2. Duration of Profile. The Company shall post information regarding the Client
to fulfill obligations contained herein this agreement for a time period no less
than 90 days. The Company shall post this information beginning 06/1/2000 or
whenever agreed, and may extend on written agreement between the parties.
3. Activities Not Within This Agreement. It is acknowledged and agreed by the
Client that the Company is not rendering legal advice or performing accounting
services. It is also acknowledged that the Company is not acting in place of an
investment advisor or broker-dealer within the meaning of applicable state and
federal securities laws.
4. Term of Agreement. The term of this Agreement shall commence on the date of
signed and delivered contract and shall terminate upon completion of services.
5. Compensation. In full consideration of the services contained within this
Agreement the Client agrees to compensate that Company 100,000 restricted Stock
for 3 months of Forest Glade Int'l (symbol FGIT).
6. Expenses. The Company shall be solely responsible for all expenses and
disbursements anticipated to be made in connection with its performance under
this Agreement.
7. Client Representations. The Client hereby represents that all documents, news
and other information produced or distributed by the Client, used in conjunction
with a profile on the Website of the Company, or any person or entity acting on
behalf of the Client has been factual, complete and truthful. Further the Client
represents that neither it, nor any person or entity acting on its behalf, has
knowingly, negligently or recklessly distributed or produced information
relating to the profile company that has violated any local, state or federal
law or statue. Further, the Client represents that in the future all information
provided by the Client, or any person or
entity acting on its behalf, will be factual, complete and truthful, and neither
the Client, or any person or entity acting on its behalf, will knowingly,
negligently or recklessly violate any local, state or federal law or statute.
In the event that the Client violates the above representations then the
Company, at its option, shall have the right to cease performing services herein
this Agreement. If said circumstances were to arrive the Company would not be
obligated to return any portion of the compensation package required from signed
Agreement.
8. Disclaimer of Responsibility for Acts of the Client, The obligations of the
Company in this Agreement consist solely of the distribution of information on
its Website. In no event shall the Company be required by this Agreement to
represent or make management decisions for the Client or the profiled company.
All final decisions with respect to acts and omissions of the Client or any
affiliates and subsidiaries, shall be those of the Client or its affiliates, and
the Company shall under no circumstances be liable for any expenses incurred or
loss suffered by the Client as a consequence of such acts or omissions.
A Client representative will provide the Company with factual news on the
company to be profiled. Any news given by the Client that is deemed not true by
ANY regulatory body is the SOLE responsibility of the Client or profiled
company, and the Company is in no way liable for any misrepresentations.
Further, the Client is aware that the Company is relying on the truthfulness and
accuracy of said news and information. Client will reimburse the Company for any
and all sums expended in legal defense or judgements rendered against Company as
a result of misrepresentation to the Company by the Client. As well, the Company
agrees not to misrepresent the profiled company to the best of its ability.
The Company will make every effort to fully disclose compensation, and potential
conflicts of interest to the public, in accordance with the Securities Act of
1933, section 17(b). The Company will fully disclose its compensation and
insist that all other related parties do the same.
9. Indemnity by the Client. The Client shall protect, defend, indemnify and hold
the Company and its assignees and attorneys, accountants, employees, officers
and directors harmless from and against all losses, liabilities, damages,
judgements, claims, counterclaims, demands, actions, proceedings, costs and
expenses of every kind and character resulting from or relating to (a) the
inaccuracy, non-fulfillment or breach of any representation, warranty, covenant
or agreement made by the Client herein; or (b) any legal action, including any
counterclaim, to the extent it is based upon alleged facts that, if true, would
constitute a breach of any representation, warranty, covenant or agreement made
by the Client herein; or (c) negligent actions or omissions of the Client or any
employee or agent of the Client, or any reckless or willful misconduct,
occurring during the term hereof with respect to any of the decisions made by
the Client.
10. Notices. Any notices required or permitted to be given under this Agreement
shall be sufficient if in writing and delivered or sent by registered or
certified mail or overnight courier to the principal office of each party.
11. Applicable Law. It is the intention of the parties hereto that this
Agreement and the performance hereunder and all suits and special proceedings
hereunder be construed in
accordance with and under and pursuant to the laws of the State of New York and
that any action, special proceeding or other proceedings that may be brought
arising out of or in connections with or by reason of this Agreement, shall be
brought only in a court of competent jurisdiction within the State of New York.
12. Severability. A11 agreements and covenants contained herein are severable,
and in the event any of them shall be held to be invalid by any competent court,
the Agreement shall be severed at the option either party.
13. Entire Agreement. This Agreement constitutes and embodies the entire
understanding and agreement of the parties and supersedes and replaces all prior
understandings, agreements and negotiations between the parties.
14. Attorney's Fees and Costs. In the event of any dispute arising out of the
subject matter of this Agreement the prevailing party shall recover, in addition
to any damages assessed, its attorneys fees and court costs incurred in
litigating or otherwise settling or resolving such dispute.
15. Counterparts and Facsimile Signatures. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall be deemed an
original, but all of which taken together shall constitute one and the same
instrument. Execution and delivery of this Agreement by exchange of facsimile
copies bearing the facsimile signature of a party hereto shall constitute a
valid and binding execution and delivery of this Agreement by such party. Such
facsimile copies shall constitute enforceable original documents.
OTC Live, Inc. (client) Forest Glade Int'1
Mark Sulerman, Wayne Loftus
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Printed Name, Title Printed Name, Title
/s/ Mark Sulerman 05/26/2000 /s/ Wayne Loftus May 29/00
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Signature Date Signature Date