CONSULTANT AGREEMENT
Columbia Financial Group is an investor relations, direct marketing,
publishing, public relations and advertising firm with expertise in the
dissemination of information about publicly traded companies. Also in the
business of providing investor relations services, public relations services,
publishing, advertising services, fulfillment services, as well as Internet
related services.
Agreement made this 1st day of January, 2000, between WordCruncher Internet
Technologies, Inc. (hereinafter referred to as "Corporation"), and Columbia
Financial Group, Inc. (hereinafter referred to as "Consultant"), (collectively
referred to as the "Parties"):
Recitals:
The Corporation desires to engage the services of the Consultant to perform
for the Corporation consulting services regarding all phases of the
Corporation's "Investors Relations" to include direct investor relations and
broker/dealer relations as such may pertain to the operation of the
Corporation's business.
The Consultant desires to consult with the Board of Directors, the Officers
of the Corporation, and certain administrative staff members of the Corporation,
and to undertake for the Corporation consultation as to the company's investor
relations activities involving corporate relations and relationships with
various broker/dealers involved in the regulated securities industry.
AGREEMENT
1. The respective duties and obligations of the contracting Parties shall
be for a period of twelve (12) months commencing on the date first
appearing above. This Agreement may be terminated by either parties
only in accordance with the terms and conditions set forth in
Paragraph 8.
Services Provided by Consultant
2. Consultant will provide consulting services in connection with the
Corporation's "investor relations" dealings with NASD broker/dealers
and the investing public. (At no time shall the Consultant provide
services which would require Consultant to be registered and licensed
with any federal or state regulatory body or self-regulating agency.)
During the term of this Agreement, Consultant will provide those
services customarily provided by an investor relations firm to a
Corporation, including but not limited to the following:
(a) Aiding the Corporation in developing a marketing plan directed at
informing the investing public as to the business of the
Corporation; and
(b) Providing assistance and expertise in devising an advertising
campaign in conjunction with the marketing campaign as set forth
in (1) above; and
(c) Advise the Corporation and provide assistance in dealing with
institutional investors as it pertains to the Corporation's
offerings of its securities; and
(d) Aid and assist the Corporation in the Corporation's efforts to
secure "marketing makers" which will trade the Corporation's
stock to the public by providing such information as may be
required; and
(e) Aid and advise the Corporation in establishing a means of
securing nationwide interest in the Corporation's securities; and
(f) Aid and assist the Corporation in creating an "institutional site
program" to provide ongoing and continuous information to fund
managers; and
(g) Aid and consult with the Corporation in the preparation and
dissemination of press releases and news announcements; and
(h) Aid and consult with the Corporation in the preparation and
dissemination of all "due diligence" packages requested by and
furnished to NASD registered broker/dealers, the investing
public, and/or other institutional and/or fund managers
requesting such information from the Corporation; and
(i) At the Corporation's direction, work with the Corporation's
Public Relations firm to jointly support the Corporation's
overall public relations program.
Compensation
3. In consideration for the services provided by Consultant to the
Corporation, the Corporation shall, on behalf of the Consultant cause
to be vested at the time of execution of this Agreement 25% of the
warrants set forth in A) and B) below and shall cause an additional
25% of such warrants to vest on June 30, 2000. The balance of the
warrants, or an additional 50% of the amounts set forth in A) and B)
below, shall vest on September 30, 2000 if no termination of this
Agreement has taken place prior to that date. If a notice of
termination, as described in Section 8 Termination, has been issued by
either party then a pro rata number of the warrants to be vested in
the final 50% amount shall be vested through the date of termination.
All warrants vested shall have a term of five (5) years and shall
contain piggyback registration rights. The warrants shall be issued at
the following exercise prices:
A) 200,000 warrants at $5.00 per share
B) 200,000 warrants at $6.00 per share
(Collectively hereinafter referred to as "compensation")
Compliance
4. At the time of Consultant's execution of the warrants referred to in
#3, Compensation above, common shares underlying the warrants,
delivered by Corporation to Consultant will, at that particular time,
be free trading, or if not the shares shall be included n the next
registration filed by the Corporation. The warrants shall have "piggy
back" registration rights and will, at the expense of the Corporation,
be included in said registration.
Representation of Corporation
5. (a) The Corporation, upon entering this Agreement, hereby warrants
and guarantees to the Consultant that to the best knowledge of
the Officers and Directors of the Corporation, all statements,
either written or oral, made by the Corporation to the Consultant
are true and accurate, and contain no misstatements of a material
fact. Consultant acknowledges that estimates of performance made
by Corporation are based upon the best information available to
Corporation officers at the time of said estimates of
performance. The Corporation acknowledges that the information it
delivers to the Consultant will be used by the Consultant in
preparing materials regarding the Company's business, including
but not necessarily limited to, its financial condition, for
dissemination to the public. Therefore, in accordance with
Paragraph 6, below, the Corporation shall hold harmless the
Consultant from any and all errors, omissions, misstatements,
except those made in a negligent or intentionally misleading
manner in connection with all information furnished by
Corporation to Consultant.
(b) Consultant shall agree to release information only with written
or verbal approval of the Corporation.
6. WordCruncher Internet Technologies, Inc.
1. Authorized: 60 million shares
2. Issued: 13,395,407 shares
3. Outstanding: 13,395,407 shares
4. Free trading (float): 7,115,108 shares (approx.)
5. Shares subject to Rule 144 restrictions: 4.45 million shares
(approx.)
Limited Liability
7. With regard to the services to be performed by the Consultant pursuant
to the terms of this Agreement, the Consultant shall not be liable to
the Corporation, or to anyone who may claim any right due to any
relationship with the Corporation, for any acts or omissions in the
performance of services on the part of the Consultant, except when
said acts or omissions of the Consultant are due to its willful
misconduct or culpable negligence.
Termination
8. After June 30, 2000 this Agreement may be terminated by either party
upon the giving of not less than thirty (30) days written notice,
delivered to the parties at such address or addresses as set forth in
Paragraph 9, below. In the event of termination final compensation
shall be treated as outlined in Section 3, Compensation.
Notices
9. Notices to be sent pursuant to the terms and conditions of this
Agreement, shall be delivered as follows:
Timothy J. Rieu Kenneth W. Bell
Columbia Financial Group, Inc. WordCruncher Internet Technologies,
1301 York Road, Ste. 400 Inc.
Lutherville, Maryland 21093 405 East 12450 South, Ste. B
Draper, UT 84021
Attorney's Fees
In the event any litigation or controversy, including arbitration, arises
out of or in connection with this Agreement between the Parties hereto, the
prevailing party in such litigation, arbitration or controversy, shall be
entitled to recover from the other party or parties, all reasonable attorney's
fees expenses and suit costs, including those associated within the appellate or
post judgment collections proceedings.
Arbitration
10. In connection with any controversy or claim arising out of or relating
to this Agreement, the Parties hereto agree that such controversy
shall be submitted to arbitration, in conformity with the Federal
Arbitration Act (Section 9 U.S. Code Section 901 et seq), and shall be
conducted in accordance with the Rules of the American Arbitration
Association. Any judgment rendered as a result of the arbitration of
any dispute herein, shall upon being rendered by the arbitrators be
submitted to a Court of competent jurisdiction with the state of
Maryland, if initiated by Consultant, or in the state of Utah if
initiated by the Corporation.
Governing Law
11. This Agreement shall be construed under and in accordance with the
laws of the State of Utah, and all parties hereby consent to Utah as
the proper jurisdiction for said proceeding provided herein.
Parties Bound
12. This Agreement shall be binding on and inure to the benefit of the
contracting parties and their respective heirs, executors,
administrators, legal representatives, successors, and assigns when
permitted by this Agreement.
Legal Construction
13. In case any one or more of the provisions contained in this Agreement
shall for any reason be held to be invalid, illegal, or unenforceable
in any respect, the invalidity, illegality, or unenforceability shall
not affect any other provision of the Agreement, and this Agreement
shall be construed as if the invalid, illegal, or unenforceable
provision had never been contained in it.
Prior Agreements Superseded
14. This Agreement constitutes the sole and only Agreement of the
contracting parties and supersedes any prior understandings or written
or oral agreements between the respective parties. Further, this
Agreement may only be modified or changed by written agreement signed
by all the parties hereto.
Multiple Copies or Counterparts of Agreement
15. The original and one or more copies of this Agreement may be executed
by one or more of the parties hereto. In such event, all of such
executed copies shall have the same force and effect as the executed
original, and all of such counterparts taken together shall have the
effect of a fully executed original. Further, this Agreement may be
signed by the parties and copies hereof delivered to each party by way
of facsimile transmission, and such facsimile copies shall be deemed
original copies for all purposes if original copies of the parties'
signatures are not delivered.
Liability of Miscellaneous Expenses
16. The Corporation shall be responsible for any miscellaneous fees and
costs which are pre-approved in writing by the Corporation prior to
their expenditure.
Headings
17. Headings used throughout this Agreement are for reference and
convenience, and in no way define, limit or describe the scope or
intent of this Agreement or effects its provisions.
IN WITNESS WHEREOF, the Parties have set their hands and seal as of the
date written above.
BY:
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Timothy J. Rieu, President
Columbia Financial Group, Inc.
BY: /s/ Kenneth W. Bell
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Kenneth W. Bell, Sr. Vice President
WordCruncher Internet Technologies, Inc.