FINANCIAL SERVICES AGREEMENT
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(LISTING SERVICE)
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This Consulting Services Agreement (the "Agreement") is entered this 24th
day of August, 2001 by and between
TORSTEN PROCHNOW
("Consultant"), an International consultant, and
E-REX, INC.
("Client"), a U.S. corporation (ticker symbol: EREX), with reference to the
following:
RECITALS
A. The Client desires to be assured of the services of the Consultant in
order to avail itself of the Consultant's experience, skills, knowledge,
abilities and background in the fields of business development, financial
consulting, and Internet strategy. The Client is therefore willing to engage the
Consultant upon the terms and conditions set forth herein.
B. The Consultant agrees to be engaged and retained by the Client upon the
terms and conditions set forth herein.
NOW THEREFORE, in consideration of the foregoing, of the mutual promises
herein set forth and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. ENGAGEMENT. Client hereby engages Consultant on a non-exclusive basis,
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and Consultant hereby accepts the engagement to become a strategic consultant to
the Client and to render such advice, consultation, information and services to
the Client regarding general financial and business matters including, but not
limited to:
A. LISTING SERVICES
- Preparation of an application for a listing of the Client's common stock on a
major European stock exchange (e.g. Frankfurt Stock Exchange).
- Handling of the application and of all paperwork on behalf of the client
needed to complete the listing process in accordance with German and U.S.
securities and exchange rules.
Client understands that Consultant cannot guarantee that Client's securities
will be listed for trading on any exchange because the decision to list
securities for trading rests with the exchange itself.
B. RELATED PUBLIC RELATIONS SERVICES
- Researching, editing and generating a minimum of two guaranteed articles about
EREX in connection with the aforementioned listing and submission of these texts
to major German newspapers such as "Die Welt" and "Welt am Sonntag" (together
over 1,000,000 million readers per day).
- Assisting to place additional articles about the aforementioned listing in
German and U.S. newspapers and magazines (e.g. "Financial Times Deutschland" and
"Frankfurter Allgemeine Zeitung").
- Editing and delivering a comprehensive stock exchange fact sheet in English
before the actual application will be filed.
- Preparation of comprehensive company press releases about the application for
a listing and about the successful execution of the listing.
2. TERM. The term of this Agreement ("Term") shall commence on the date
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hereof and continue for two (2) months. The Agreement may be extended upon
agreement by both parties, unless or until the Agreement is terminated.
3. ENGAGEMENT FEE. As consideration for Consultant entering into this
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Agreement, Client and Consultant agree to the following:
An Engagement Fee ("Engagement Fee") of US$15,000 payable to the Consultant as
follows:
A. $10,000.00 upon execution hereof; and
B. $ 5,000.00 upon successful listing with the exchange.
The Engagement Fee will be satisfied by delivery of shares of the Client's
common stock representing an aggregate value of US$15,000 (150,000 shares at a
price of US$0.10 per share) to be delivered to the Consultant in lieu of the
cash payments provided above. The Shares will be freely tradable upon
registration with the Securities ands Exchange Commission on Form S-8, duly
authorized, validly issued and outstanding, fully paid and nonassessable and
will not be subject to any liens or encumbrances. In the event the exchange
denies the client's application for a listing, client shall be entitled to
partial refund of $US5, 000.00 cash or 50,000 shares (at consultants choice) as
paid under this agreement.
Additionally, Client, upon completion of the aforementioned listing and PR
services, shall issue to Consultant Warrants to buy 150,000 shares of Client's
common stock at a price of US$0.20 per share for a period of two years. The
Consultant is not restricted from transferring this block partly or in total to
a third party. When issued pursuant to such Warrants, the underlying shares
shall be duly authorized, validly issued and outstanding, fully paid and
nonassessable and will not be subject to any liens or encumbrances.
Consultant reserves the right to renegotiate the number of shares received as
compensation if the price of the Client's shares decreases on any stock exchange
of more than 20% before completion of the services described above.
4. EXCLUSIVITY; PERFORMANCE; CONFIDENTIALITY. The services of Consultant
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hereunder shall not be exclusive, and Consultant and its agents may perform
similar or different services for other persons or entities whether or not they
are competitors of Client. Consultant shall be required to expend only such
time as is necessary to service Client in a commercially reasonable manner.
Consultant acknowledges and agrees that confidential and valuable information
proprietary to Client and obtained during its engagement by the Client, shall
not be, directly or indirectly, disclosed without the prior express written
consent of the Client, unless and until such information is otherwise known to
the public generally or is not otherwise secret and confidential. All such
confidential information provided to Consultant by Client shall be clearly and
conspicuously marked with the word "Confidential." Consultant may disclose
Client's confidential information pursuant to applicable law or regulations or
by operation of law, provided that the Consultant may disclose only such
information as is legally required.
5. INDEPENDENT CONTRACTOR. In its performance hereunder, Consultant and
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its agents shall be an independent contractor. Consultant shall complete the
services required hereunder according to its own means and methods of work,
shall be in the exclusive charge and control of Consultant and which shall not
be subject to the control or supervision of Client, except as to the results of
the work and as otherwise requested. Client acknowledges that nothing in this
Agreement shall be construed to require Consultant to provide services to Client
at any specific time, or in any specific place or manner, unless otherwise
mutually agreed. Payments to consultant hereunder shall not be subject to
withholding taxes or other employment taxes as required with respect to
compensation paid to an employee.
6. MISCELLANEOUS. No waiver of any of the provisions of this Agreement
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shall be deemed or shall constitute a waiver of any other provision and no
waiver shall constitute a continuing waiver. No waiver shall be binding unless
executed in writing by the party making the waiver. No supplement,
modification, or amendment of this Agreement shall be binding unless executed in
writing by all parties. This Agreement constitutes the entire agreement between
the parties and supersedes any prior agreements or negotiations.
IN WITNESS WHEREOF, the parties hereto have entered into this Agreement on
the date first written above.
Signature: _____________________________________
Name: Torsten Prochnow
Address: ___________________
___________________
Date: _____________
E-REX, INC.
11645 Biscayne Boulevard
Suite 210
Miami, Fl 33181
Signature: _____________________________________
Name: _____________________________________
Title: _____________________________________
Date: _____________