EXHIBIT 99.2
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT ("Agreement") is made and entered into the 28th day of
March, 2000, effective as of the 28th day of March, 2000, by and between E-REX,
INC., a Nevada corporation ("Company") and DONALD MITCHELL ("Consultant").
A. The Company wishes to engage the services of Consultant as Chairman of the
Board of Directors to the Company;
B. The Consultant represents that it has no prior or existing legally binding
obligations that are in conflict with its entering into this Agreement;
and
C. The Consultant is willing to be so retained on the terms and conditions of
this Agreement.
NOW, THEREFORE, in consideration of the promises and the mutual agreements
hereinafter set forth, the parties hereto agree as follows:
1. Engagement. The Company hereby retains Consultant as the Chairman of the
Board of Directors to the Company, and Consultant hereby accepts such
engagement on the terms and conditions hereinafter set forth.
2. Term. This Agreement shall be in effect for an initial term of one year,
commencing upon execution by both parties, and shall be renewable
automatically, without any action of the parties, on an annual basis
thereafter, unless either party gives the other written notice of an
intention not to renew this Agreement at least thirty (30) days prior to
the end of the initial term or any renewal term thereof.
3. Duties of Consultant. The Company retains Consultant to provide advise on
all matters pertaining to the business of the Company, including but not
limited to product imaging, business strategies, employee compensation,
mergers and acquisitions, consultant services.
The Consultant shall not provide any of the following services: promotion
of the Company's securities, either indirectly or directly; maintaining a
market for the Company's securities, either indirectly or directly;
capital raising transactions; marketing services; or investor and/or
shareholder relations services.
In its capacity as advisor and consultant to management of the Company,
Consultant shall be required to devote at least 40 hours per month to the
business of the Company. Consultant shall also be available, at the mutual
convenience of the parties, to evaluate specific matters or problems
submitted to Consultant by management of the Company.
Consultant shall render the services required in this Agreement as an
independent contractor. Deadlines in respect of the service and functions
of Consultant shall be mutually agreed upon.
Consultant shall use his best efforts to advance the business and welfare
of the Company and shall not intentionally take any action adverse to the
best interests of the Company.
4. Compensation. As full and complete compensation for any and all services
(except out-of-pocket expenses approved by the Company) that Consultant
shall render to the Company, the Company shall make a one-time grant of
2,000,000 restricted shares of the Company's Common Stock to be registered
for resale under Form S-8 or other available within 90 days of this
agreement.
5. Disclosure of Information. Consultant recognizes and acknowledges as a
result of his engagement by the Company, he will have access to discover
information which is of a proprietary manner to the Company, including
methods, inventions, improvements, trade secrets, or discoveries, whether
patentable or not, and similar information relating to the Company's
products and services. In addition, information will or has been disclosed
to Consultant, or has been discovered by Consultant, concerning marketing
plans, processes, products, apparatus, techniques, know-how, trade secret,
strategies, customer lists, and technical requirements of customers of the
Company. Consultant agrees that he will not, without the prior written
approval of the Company, disclose any such proprietary information of the
Company to anyone not in the employ of the Company, or use any such
information other than for the purposes of this Agreement. Consultant
agrees that he will not allow any other person engaged by him to have
access to any of the proprietary information unless he first obtains such
person's agreement not to disclose or use such information, and such
agreement is binding upon the Company, Consultant, and such third person.
These obligations shall not apply, however, to information which is or
becomes generally available to the public through no fault of Consultant.
6. Termination. This Agreement shall terminate on the earliest of:
(i) On December 31, 2000;
(ii) At Consultant's option, upon a ninety (90)day written notice; or
(iii) Upon mutual written agreement of the parties hereto.
7. Notices. Any notice required or permitted to be given under this Agreement
shall be sufficient if in writing and personally delivered, or if sent by
certified mail, postage prepaid to its residence in the case of
Consultant, its principal office in the case of the Company and shall be
effective upon deposit into the United States Postal Service, or in the
case of personal delivery when actually delivered. Such notice shall be
directed to the individuals and addresses below:
Donald Mitchell
2101 West S.R. 434, Suite 221
Longwood, FL 32779
E-Rex, Inc.
Attn: Kenneth Blake
1916 Pike Place, Suite 1405
Seattle, WA 98101
8. Waiver. The waiver by the Company of a breach of any provision of this
Agreement by Consultant shall not operate or be construed as a waiver of
any subsequent breach by Consultant.
9. Binding Effect. This Agreement shall be binding upon and shall inure to
the benefit of the parties hereto, their respective heirs,
representatives, successors, and assigns, but shall not be assignable by
Consultant without the prior written consent of the Company.
10. Severability. If any provision of this Agreement is held to be contrary to
law, that provision shall be deemed severable from the balance of this
Agreement, and the balance of this Agreement shall remain in force between
the parties to the fullest extent permitted by law.
11. Entire Agreement. This Agreement shall be deemed to express, embody, and
supersede all previous understandings, agreements and commitments, whether
written or oral, between the parties hereto with respect to the subject
matter hereof and to fully and finally set forth the entire agreement
between the parties hereto. No modifications shall be binding unless
stated in writing and signed by both parties hereto with the approval of
the President of the Company.
12. Governing Law; Venue; Arbitration. This Agreement shall be governed by the
laws of the State of California. Any dispute involving or affecting this
Agreement or the services to be performed shall be determined and resolved
by binding arbitration in the County of Los Angeles, State of California,
in accordance with the Commercial Arbitration Rules of the American
Arbitration Association.
13. Prior Agreements. This Agreement supersedes and renders null and void all
prior written or oral agreements by and between the Company or its
affiliates and Consultant, except as provided herein or in any amendments
or addendums hereto.
14. Survival of Covenants. Upon termination of this Agreement, for any reason,
the covenants contained in Sections 5, 11, 12 and 14 shall survive such
termination.
15. Counterparts. This Agreement may be signed in two counterparts, but both
of which placed together, shall constitute one instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective
the date set forth above.
COMPANY:
E-Rex, Inc.
Attn: Kenneth Blake
1916 Pike Place, Suite 1405
Seattle, WA 98101
By: /s/ Kenneth Blake
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Name: Kenneth Blake
CONSULTANT:
Donald Mitchell
2101 West S.R. 434, Suite 221
Longwood, FL 32779
By: /s/ Donald Mitchell
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Name: Donald Mitchell