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CONSULTING AGREEMENT
This CONSULTING AGREEMENT ("Agreement") is entered into as of December 15,
1997, between Cybernet Internet-Dienstleistungen AG, a German corporation
("Cybernet"), and Eiderdown Trading Ltd., a Bahamas company ("Eiderdown").
Whereas Cybernet intends to acquire 66% of the total share capital of Eclipse
s.r.l. with its registered seat in Rovereto, Italy ("Eclipse");
whereas Eiderdown rendered to Cybernet certain consulting services in
connection with the Italian internet provider market and the acquisition of an
Italian internet provider;
whereas Cybernet will be entitled to transfer 27,000 of the common stock, par
value $0.001 of Cybernet Internet Services International Inc. (Cyber U.S.), a
Utah corporation, listed at the OTC Bulletin Board of the NASDAQ;
the parties agree as follows:
1. Cybernet will transfer 27,000 shares of common stock, par value $0.001
of Cyber U.S. as a consideration for certain consulting services
rendered by Eiderdown to Cybernet in connection with the Italian
internet provider market and the acquisition of an Italian internet
provider.
2. The 27,000 shares of Cyber U.S. will be transferred by Cybernet on or
before June 30, 1998 at the expense of Cybernet to Banco Del Gottardo,
Lugano, Switzerland, as Pooling Trustee (the "Pooling Trustee")
provided that Eiderdown will have executed a pooling trust agreement
(the "Pooling Trust Agreement"), substantially accepted by Cybernet,
with the Pooling Trustee providing that the 27,000 shares of Cyber
U.S. shall be held by the Pooling Trustee and not sold until released
by the Pooling Trustee, that 6,750 of such shares shall be released
one year after the Pooling Trustee has received the 27,000 shares of
Cyber U.S., that an additional 6,750 of such shares shall be re-
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leased on January 1, 2000, and that the remaining 13,500 of such
shares shall be released on January 1, 2001.
3. Cybernet represents to Eiderdown, that Eiderdown will receive after
the time by time release of the 27,000 shares of Cyber U.S. as
provided herein free trading stock with respect to applicable U.S.
securities law, either by filing a registration statement to the
Securities Exchange Commission or by an applicable exemption of such
registration requirements. As soon as a registration statement has
been done Cybernet shall forward a copy to Eiderdown.
4. Cybernet agrees to indemnify Eiderdown in respect of any and all
damages, losses and expenses suffered, incurred or sustained by
Eiderdown resulting from any misrepresentation or nonfulfillment of
or failure to perform any covenant contained in this Agreement.
5. This Agreement may not be amended except by an instrument in writing
signed on behalf of each of the parties. This Agreement contains the
entire agreement between the parties with respect to the subject
matter hereof and supersedes all prior arrangements and
understandings, both written and oral, expressed or implied, with
respect thereto.
6. All notices and other communications required or permitted to under
this Agreement must be in writing and will be deemed given if sent by
personal delivery, fax with electronic confirmation of delivery,
nationally-recognized overnight courier company that is able to
provide proof or receipt of delivery, or registered or certified mail
(return receipt requested), postage prepaid, to the parties at the
following addresses (or at such other address for a party as may be
specified by like notice):
If to Cybernet or Cyber U.S.: Andreas Eder
Cybernet Internet -- Dienstleistungen AG
Stefan-George-Ring 19
D-81929 Munich, Germany
Tel: 49-89-993-150
Fax: 49-89-993-15-199
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With a copy to: Dr. Hubert Besner
Besner, Kreifels, Weber
Widenmayerstr 41
80538 Munich, Germany
Tel: 49-89-21-99-920
Fax: 49-89-21-99-9233
If to Eiderdown Trading Ltd.: Eiderdown Trading Ltd.
IBM House
P.O. Box 6312
Nassau, Bahamas
If to Pooling Trustee.: Banca del Gottardo
Via S. Franscini
6900 Lugano, Switzerland
Fax: 41-91-8082451
7. This Agreement will be governed by and construed in accordance with
the laws of the Federal Republic of Germany applicable to contracts
made and to be performed therein, without regard to conflicts of laws
principles.
8. This Agreement may be executed by delivery of executed signature
pages by fax and such fax execution will be effective for all
purposes.
Executed on December 15, 1997
Cybernet Internet-Dienstleistungen AG Eiderdown Trading Ltd.
By: By:
Name: Name:
Title: Title: