CONSULTING SERVICES AGREEMENT
THIS CONSULTING SERVICES AGREEMENT ("Agreement") is made as of September 25,
2002, by and between PPOL, Inc. a California corporaiton (formerly Diversified
Strategies, Inc. ("PPOL") and ECO2, LLC, a California limited liability company
("ECO2").
INTRODUCTION: PPOL acquired all of the stock of (hereinafter, referred to by
its English translation AJOL Co., Ltd. or AJOL), a Japan corporaiton in a
"reverse" stock acquisition transaction ("Transaction"). The former
shareholders of AJOL, all of whom are located outside of the U.S., now own
ninety-five percent (95%) of PPOL's common stock. PPOL now desires to maintain
an operating office in the U.S. and to become a reporting public company in the
U.S.
1. DESCRIPTION OF SERVICES. Beginning September 25, 2002, ECO2 will provide
guidance to AJOL, regarding:
a. corporate communications and investor relations in the U.S. and Japan;
b. preparation and maintenance of English website;
c. planning and preparation of annual report and shareholder's meeting;
d. assisting PPOL's legal counsel and accountants with SEC and NASD
filings;
e. recruitment of outside directors;
f. site selection and operation of its headquarters in the U.S.;
g. assistance in translation of documents, however, PPOL shall be
responsible for final translation; and
h. such other business matters on which PPOL may request guidance
(collectively "Services")
PPOL acknowledges and agrees that ECO2 is not providing legal or accounting
advice or services under this Agreement, and that all Services are subject to
review by PPOL's legal, accounting, and other professional advisors. PPOL shall
make all final decisions regarding any guidance provided by ECO2 under this
Agreement.
2. PERFORMANCE OF SERVICES. The manner in which the Services are to be
performed and the specific hours to be worked by ECO2 shall be determined by
ECO2. If requested by PPOL, ECO2 shall make quarterly visits to AJOL/PPOL's
offices in Japan to report on the performances of its Services.
3. PAYMENT ECO2's fee for the Services is $30,000.00 per month. ECO2 shall be
entitled to reimbursement for pre-approved expenses including travel expenses.
4. SUPPORT SERVICES. PPOL will provide ECO2 with office facilities and
administrative support at its premises in Orange County, California.
EXHIBIT 10.6
5. TERM/TERMINATION. This Agreement shall be effective for an initial term of
twelve (12) months and shall be automatically renewed for successive terms of
one year, unless either party provides at least 90 days written notice to the
other party prior to the termination of the initial or any renewal term.
6. RELATIONSHIP OF PARTIES. ECO2 is an independent contractor with respect to
PPOL, ECO2 is not PPOL's agent, and it has no authority to bind PPOL to any
obligation or commitment, without PPOL's prior written consent.
7. CONFIDENTIALITY. Both parties agree that neither of them will, at any time,
either directly or indirectly, use for its benefit, or for the benefit of any
third party, any confidential information disclosed to it by the other party
without the disclosing party's consent. The parties' confidentiality
obligations will not apply to any information that: (a) becomes known to the
general public without fault or breach on the part of the receiving party; (b)
the disclosing party customarily provides to others without restriction on
disclosures; or (c) the receiving party obtains from a third party without
breach of any nondisclosure obligation and without restriction on disclosure.
ECO2, however, shall have the right to disclose its participate in the
Translation.
8. HOLD HARMLESS AND INDEMNIFICATION.
a. PPOL shall indemnify, defend, and hold harmless ECO2 nad its affiliates
(and their respective control persons, directors, members, shareholders,
officers, employees and agents) (collectively "ECO2") against any and all
claims, losses, damages, liabilities costs and expenses, including but not
limited to all reasonable fees and disbursements of counsel nad all reasonable
travel and other out of pocket expenses incurred in connection with
investigation, preparation, or defense of any pending or threatened claim
(collectively "Damages") arising out of or related to this Agreement, including
services rendered by ECO2 before the date of this Agreement, unless it is
finally judicially determined that such Damages resulted primarily from the
willful misconduct or gross negligence of ECO2.
b. If the foregoing indemnity is unavailable, then PPOL shall contribute
to amounts paid or payable by ECO2 in respect of such Damages in such proportion
as appropriately reflects the relative benefits between PPOL and ECO2 in
connection with the transactions to which such indemnification relates. If
applicable law does not permit such allocation, then PPOL's aggregate
contribution in respect of such Damages will not exceed ECO2's fees pursuant to
this Agreement.
c. The provisions of this paragraph 8 shall survive the termination of
this Agreement without limitation.
9. AMENDMENT. This Agreement may only be amended in writing.
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EXHIBIT 10.6
10. SEVERABILITY. If any provisions of this Agreement shall be held to be
invalid or unenforceable for any reason, the remaining providsions shall
continue to be valid and enforceable. If a court finds that any provision of
this Agreement is invalid or unenforceable, but that by limiting such provision
it would become valid and enforceable, then such provision shall be deemed to be
written, construed, and enforced as so limited.
11. APPLICABLE LAW. This Agreement shall be governed by the laws of the State
of California.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement which shall
be effective as of September 25, 2002.
PPOL, Inc.
a Calfornia corporation
By: /s/ Nobuo Takada
----------------
Nobuo Takada
Chief Executive Officer
ECO2, LLC,
a California limited liability company
By: /s/ Richard II. Izumi
---------------------
Richard II. Izumi,
Managing Director
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EXHIBIT 10.6