Exhibit 10.9
CONSULTING AGREEMENT
AGREEMENT, dated as of August 1, 2001, by and between IKON VENTURES,
INC. a Nevada corporation (the "Corporation), and SIGMA LIMITED, S.A., a company
organized under the laws of Switzerland ("Consultant").
W I T N E S S E T H:
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WHEREAS, the Corporation has entered into an Agreement and Plan of
Share Exchange, dated as of June 19, 2001 and as amended on July 18, 2001 (the
"Exchange Agreement"), pursuant to which the Corporation proposes to acquire all
of the issued and outstanding shares of Sutton Online, Inc., a Delaware
corporation ("Sutton");
WHEREAS, upon completion of such acquisition, the Corporation will
require certain consultancy services from the Consultant;
WHEREAS, the Consultant desires to supply consultancy services to the
Corporation upon the terms and conditions set forth herein; and
WHEREAS, it is a condition to the closing of the Exchange Agreement
that Consultant and the Corporation enter into this Agreement providing for the
Consultant to supply the consultancy services described herein to the
Corporation,
NOW, THEREFORE, the parties hereto agree as follows:
1. Duties.
(a) The Corporation hereby engages Consultant and Consultant
hereby agrees to render services as a consultant to the Corporation for the term
specified in Section 2 hereof.
(b) Consultant shall, at all reasonable times and as reasonably
required, provide the Corporation with strategic advisory services. Consultant's
duties may include, but will not necessarily be limited to, identifying and
introducing the Corporation to European broker/dealers and banks that may be
potential users of Sutton's services. Consultant shall provide such services and
shall devote such time and attention as in the Corporation's reasonable
discretion may be necessary or desirable for the performance of its duties as a
consultant when called upon to do so by the Corporation, provided that the
Corporation shall not require that Consultant's services be performed at any
particular place or at any particular time.
2. Term. The term of this Agreement shall commence on the date hereof
and shall continue for a period of one (1) year thereafter (the "Term") unless
sooner terminated pursuant to Section 5 of this Agreement.
3. Compensation. For all services to be rendered hereunder by
Consultant, the Corporation agrees to pay to Consultant an annual fee equal (the
"Annual Fee") equal to Fifty Thousand Dollars ($50,000), payable in
substantially equal quarterly installments in arrears. At the Corporation's
option, the Annual Fee may be paid in cash or in shares of the Corporation's
common stock, each such share to be valued at the closing bid price per share of
the Corporation's common stock on the trading day immediately preceding each
such issuance.
4. Expenses. The Corporation shall reimburse Consultant for all
reasonable and necessary expenses of Consultant incurred in connection with the
services being rendered to the Corporation hereunder, subject to presentation of
appropriate vouchers, bills or similar documentation; provided, however, that
Consultant shall not be entitled to reimbursement for any expense incurred for
airfare or in excess of $1000 unless approved in advance by the Corporation.
5. Termination. Notwithstanding any provision of this Agreement to
the contrary, this Agreement may be terminated under any of the following
circumstances:
(a) The Corporation may terminate this Agreement at any time for
Cause, effective upon the giving of written notice thereof to the Consultant. As
used herein, "Cause" shall mean the breach by Consultant of any of the material
obligations to be performed by Consultant under this Agreement, which breach
shall remain uncured for thirty (30) days after written notice thereof from the
Corporation to Consultant.
(b) Consultant may terminate this Agreement at any time for Good
Reason, effective upon the giving of written notice thereof to the Corporation.
As used herein, "Good Reason" shall mean (i) any attempt by the Corporation to
impose any change of responsibility, assignment of duties or authority of
Consultant without its consent or (ii) the breach by the Corporation of any of
the material obligations to be performed under this Agreement, which breach
shall remain uncured for thirty (30) days after written notice thereof from the
Corporation to Consultant.
(c) Upon termination of Consultant pursuant to this Section 5,
Consultant shall be entitled to all amounts or benefits to be paid or provided
by the Corporation under this Agreement up to the date of termination. In
addition, and in lieu of any and all other rights or remedies which Consultant
would or might have, if this Agreement is terminated prior to the end of the
Term, either by the Corporation for any reason other than Cause or by Consultant
for Good Reason, Consultant shall also be entitled to receive, as its sole and
exclusive remedy, in a single lump sum, an amount equal to the total additional
compensation which Consultant would have been entitled to receive had there been
no termination of this Agreement prior to the expiration of the Term.
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6. No Set-Offs, Etc. Except as expressly set forth in this Agreement,
no amounts agreed to be paid or benefits agreed to be furnished by the
Corporation under this Agreement shall be subject to any deduction, diminution
or set off of any kind whatsoever.
7. Binding Effect and Assignment. This Agreement shall be binding
upon and insure to the benefit of the Corporation, its successors and permitted
assigns and the Consultant, its successors and permitted assigns. No assignment
of this Agreement shall be valid unless consented to in writing by the
non-assigning party.
8. Waivers. The failure of any party to this Agreement to enforce its
terms and provisions or covenants shall not be construed as a waiver of the same
or of the right of such party to enforce the same.
9. Entire Agreement. This Agreement sets forth the entire Agreement
between the parties with respect to its subject matter and merges and supersedes
all prior discussions, agreements and understandings of every kind and nature
between them, including, without limitation, any other agreement with any third
party for the supply of Consultant's service to the Corporation. No party hereto
shall be bound by any term or condition other than as expressly set forth or
provided for in this Agreement. This Agreement may not be changed or modified
except by an agreement in writing, signed by the party or parties to be bound
thereby.
10. Notices. All notices, requests, demands and other communications
provided for, under, or made in connection with this Agreement, shall be in
writing and shall be deemed to have been given by any party hereto at the time
when delivered by hand against the appropriate receipt, or sent by facsimile
transmission or mailed by registered or certified mail or the equivalent
thereof, addressed to the addresses of the respective parties stated below, or
as changed or added as any party may fix in accordance with this Section 10.
If to the Corporation:
Ikon Ventures, Inc.
c/o Sutton Online, Inc.
1000 Woodbury Road, Ste. 212
Woodbury, NY 11797
If to the Consultant:
Sigma Limited, S.A.
Rue-Fritz- Courvoisier 40
2300 La Chaux-de-Fonds
Switzerland
11. Governing Law. This Agreement shall be governed by and construed
in all respects in accordance with the laws of the State of New York without
regard to its conflict of law principles.
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12. Counterparts. This Agreement may be executed by the parties hereto
in separate counterparts, each of which when so executed and delivered shall be
an original, but all such counterparts together shall constitute one and the
same instrument. Facsimile signatures shall be deemed original for all purposes.
IN WITNESS WHEREOF this Agreement has been entered into the day and
year first above written.
IKON VENTURES, INC.
By: /s/ IAN RICE
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Name: Ian Rice
Title: Chairman
SIGMA LIMITED, S.A.
By: /s/ DUBOIS YVES
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Name: Dubois Yves
Title: Secretary
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