Exhibit 10.13
PAYMENT AGREEMENT
THIS AGREEMENT is among IKON VENTURES, INC., a corporation organized under the
laws of the State of Nevada, whose address is 1000 Woodbury Road, Suite 214,
Woodbury, New York 11797, (hereinafter referred to as the "Company"); and SUMMIT
TRADING LIMITED, an international business corporation with its principal office
at Charlotte House, Charlotte Street, Nassau, Bahamas, as the Financing Agent
(hereinafter referred to as the "STC");
WHEREAS, STC is in the business of assisting public companies in
funding financial advisory, strategic business planning, and investor and public
relations services designed to make the investing public knowledgeable about the
benefits of stock ownership in the Company; and
WHEREAS, the Company has had presented to it one or more plans of
public and investor relations to utilize other business entities to achieve the
Company's goals of making the investing public knowledgeable about the benefits
of stock ownership in the Company; and
WHEREAS, the Company recognizes that the STC is not in the business of
stock brokerage, investment advice, activities which require registration under
either the Securities Act of 1933 (hereinafter the "Act") or the Securities and
Exchange Act of 1934) (hereinafter the "Exchange Act"), underwriting, banking,
is not an insurance Company, nor does it offer services to the Company which may
require regulation under federal or state securities laws; and
WHEREAS, the parties agree, after having a complete understanding of
the financing desired to be provided to the Company and Company desires to have
STC fund a plan of public and investor relations which have been selected by the
Company;
NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein, the receipt and sufficiency of which is hereby acknowledged,
the parties agree as follows:
1. Duties and Involvement.
The Company has engaged a Consultant to provide a plan, and for
coordination in executing the agreed-upon plan, for using various investor and
public relations services as agreed by both parties. After agreeing upon such
plan, Company desires to have STC undertake to pay its monetary obligations to
the Consultant and costs of the financial and public relations services
contemplated by such a plan. STC in return for the compensation hereinafter
described has agreed to undertake to pay the Company's obligations to the
Consultant and the investor and public relations firms agreed upon by the
parties.
2. Relationship Among the Parties.
STC acknowledges that it is not an officer, director or agent of the
Company, it is not, and will not, be responsible for any management decisions on
behalf of the Company, and may not commit the Company to any action. The Company
represents that the STC does not have, through stock ownership or otherwise, the
power to control the Company, nor to exercise any dominating influences over its
management.
STC understands and acknowledges that this Agreement shall not create
or imply any agency relationship among the parties, and STC will not commit the
Company in any manner except when a commitment has been specifically authorized
in writing by the Company.
3. Effective Date, Term and Termination.
This Agreement shall be effective on August 8, 2001, and will continue
until August 7, 2002.
4. Compensation.
The Company agrees to pay STC, or its designee, a sum equal to 500,000
shares of common stock of the Company (the "Shares") as total and complete
consideration for its services. This sum is due and payable on the effective
date as provided above. STC acknowledges that the Shares have not been
registered under the Act, and the securities laws of any state, in reliance upon
certain exemptions from registration based on the representations of STC
contained herein. STC acknowledges and agrees that the Shares may not be
transferred, sold, hypothecated or otherwise disposed of unless registered under
the Act and applicable state securities laws or pursuant to an available
exemption from registration thereunder. STC acknowledges that the certificates
evidencing the Shares shall contain restrictive legends on transferability as
per the foregoing. STC represents to the Company that it is an accredited
investor as such term ins defined in Regulation D promulgated under the Act, is
acquiring the Shares for its own account, for investment only, and has no
present intent to distribute any of the Shares.
5. Investment Representation.
i. The Company represents and warrants that it has provided STC with
access to all information available to the Company concerning its condition,
financial and otherwise, its management, its business and its prospects. The
Company represents that it has provided STC with all copies of the Company's
filings for the prior twelve (12) months, if any, (the "Disclosure Documents")
made under the rules and regulations promulgated under the Act, as amended, or
the Exchange Act, as amended. STC acknowledges that the acquisition of the
securities to be issued to STC involves a high degree of risk. STC represents
that it and its advisors have been afforded the opportunity to discuss the
Company with its management. The Company represents that it has and will
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continue to provide STC with any information or documentation necessary to
verify the accuracy of the information contained in the Disclosure Documents,
and will promptly notify STC upon the filing or any registration statement or
other periodic reporting documents filed pursuant to the Act or the Exchange
Act. This information will include DTC sheets, which shall be provided to STC no
less than every two (2) weeks. The Company hereby represents that it does not
currently have any of its securities in registration.
ii. STC represents that neither it nor its officers, directors, or
employees is not subject to any disciplinary action by either the National
Association of Securities Dealers or the Securities and Exchange Commission by
virtue of any violations of their rules and regulations and that to the best of
its knowledge neither is its affiliates nor subcontractors subject to any such
disciplinary action.
iii. If required by United States law or regulation, STC will take
necessary steps to prepare and file any necessary forms to comply with the
transfer of the shares of stock from Company to STC, including, if required,
form 13(d).
6. Registration of Securities and Liquidated Damages.
STC understands and acknowledges that the shares of common stock are
being acquired by STC for its own account, and not on behalf of any other
person, and are being acquired for investment purposes and not for distribution.
STC represents that the common stock will be a suitable investment for STC,
taking into consideration the restrictions on transferability affecting the
common stock.
Company will undertake to comply with the various states' securities
laws with respect to the registration of the Shares referred to herein. Company
undertakes to make available for review and comment, on a timely basis and prior
to submission to any regulatory agency, copies of the registration statement.
7. Intentionally Omitted.
8. Miscellaneous Provisions.
Section a Time. Time is of the essence of this Agreement.
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Section b Presumption. This Agreement or any section thereof
shall not be construed against any party due to the fact that said Agreement or
any section thereof was drafted by said party.
Section c Computation of Time. In computing any period of time
pursuant to this Agreement, the day of the act, event or default from which the
designated period of time begins to run shall be included, unless it is a
Saturday, Sunday or a legal holiday, in which event the period shall begin to
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run on the next day which is not a Saturday, Sunday or a legal holiday, in which
event the period shall run until the end of the next day thereafter which is not
a Saturday, Sunday or legal holiday.
Section d Titles and Captions. All article, section and
paragraph titles or captions contained in this Agreement are for convenience
only and shall not be deemed part of the context nor affect the interpretation
of this Agreement.
Section e Pronouns and Plurals. All pronouns and any variations
thereof shall be deemed to refer to the masculine, feminine, neuter, singular or
plural as the identity of the Person or Persons may require.
Section f Further Action. The parties hereto shall execute and
deliver all documents, provide all information and take or forbear from all such
action as may be necessary or appropriate to achieve the purposes of this
Agreement.
Section g Good Faith, Cooperation and Due Diligence. The
parties hereto covenant, warrant and represent to each other good faith,
complete cooperation, due diligence and honesty in fact in the performance of
all obligations of the parties pursuant to this Agreement. All promises and
covenants are mutual and dependent.
Section h Savings Clause. If any provision of this Agreement,
or the application of such provision to any person or circumstance, shall be
held invalid, the remainder of this Agreement, or the application of such
provision to persons or circumstances other than those as to which it is held
invalid, shall not be affected thereby.
Section i Assignment. This Agreement may not be assigned by
either party hereto without the written consent of the other, but shall be
binding upon the successors of the parties.
Section j Arbitration.
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i. If a dispute arises out of or relates to this Agreement, or the
breach thereof, and if said dispute cannot be settled through direct discussion,
the parties agree to first endeavor to settle the dispute in an amicable manner
by mediation under the Commercial Mediation Rules of the American Arbitration
Association before resorting to arbitration. Thereafter, any unresolved
controversy or claim arising out of or relating to this Agreement or a breach
thereof shall be settled by arbitration in accordance with the rules of the
American Arbitration Association, and judgment upon the award rendered by the
Arbitrator may be entered in any court having jurisdiction thereof.
ii. Any provisional remedy, which would be available from a court of
law, shall be available to the parties to this Agreement from the Arbitrator
pending arbitration.
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iii. The situs of the arbitration shall be New York, NY.
iv. In the event that a dispute results in arbitration, the parties
agree that the prevailing party shall be entitled to reasonable attorneys fees
to be fixed by the arbitrator.
Section k Notices. All notices required or permitted to be
given under this Agreement shall be given in writing and shall be delivered,
either personally or by express delivery service, to the party to be notified.
Notice to each party shall be deemed to have been duly given upon delivery,
personally or by courier (such as Federal Express or similar express delivery
service), addressed to the attention of the officer at the address set forth
heretofore, or to such other officer or addresses as either party may designate,
upon at least ten (10) days' written notice, to the other party.
Section l Governing law. The Agreement shall be construed by
and enforced in accordance with the laws of the State of New York.
Section m Entire agreement. This Agreement contains the entire
understanding and agreement among the parties. There are no other agreements,
conditions or representations, oral or written, express or implied, with regard
thereto. This Agreement may be amended only in writing signed by all parties.
Section n Waiver. A delay or failure by any party to exercise a
right under this Agreement, or a partial or single exercise of that right, shall
not constitute a waiver of that or any other right.
Section o Counterparts. This Agreement may be executed in
duplicate counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same Agreement. In the event that
the document is signed by one party and faxed to another the parties agree that
a faxed signature shall be binding upon the parties to this agreement as though
the signature was an original.
Section p Successors. The provisions of this Agreement shall be
binding upon all parties, their successors and assigns.
Section q Counsel. The parties expressly acknowledge that each
has been advised to seek separate counsel for advice in this matter and has been
given a reasonable opportunity to do so.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement to be effective as of the day and year provided herein.
COMPANY: CONSULTANT:
IKON VENTURES, INC. SUMMIT TRADING LIMITED
By: /s/ JONATHAN D. SIEGEL By: /s/ PETER B. EVANS
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