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, 1999, 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:
This Corporation desires to engage the services of the Consultant to
perform for the Corporation consulting services regarding all phases of the
Corporation's "Investor 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 public 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
7 below.
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 for a public relations firm to a
Corporation, including but not necessarily limited to the following:
(1) Aiding a Corporation in developing a marketing plan directed
at informing the public as to the business of the Corporation;
and
(2) Providing assistance and expertise in devising an advertising
campaign in conjunction with the marketing campaign as set
forth in (1) above; and
(3) Advise the Corporation and provide assistance in dealing with
institutional investors as it pertains to the Company's
offerings of its securities; and
(4) Aid and assist the Corporation in the Corporation's efforts to
secure "market makers" which will trade the Corporation's
stock to the public by providing such information as may be
required; and
(5) Aid and advise the Corporation in establishing a means of
securing nationwide interest in the Corporation's securities;
and
(6) Aid and assist the Corporation in creating an "institutional
site program" to provide ongoing and continuous information to
fund managers; and
(7) Aid and consult the Corporation in the preparation and
dissemination of press releases and new announcements; and
(8) Aid and consult 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
(9) 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 pay or cause to be delivered and in
existence to the Consultant on the execution of this agreement 200,000
five (5) year warrants with the following exercise prices:
A. 200,000 warrants at $5.00 per share.
Compliance
4. At the time of Consultants execution of the warrants referred to in #3,
Compensation above, shares delivered by Corporation to Consultant will,
at that particular time, be free trading, or, if not, if a registration
is contemplated, the shares 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 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 officer 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.
6.
WordCruncher Internet Technologies, Inc.
1. Authorized: 60 Million shares.
2. Issued: 11,852,002 shares.
3. Outstanding: 11,852,002 shares.
4. Free trading (float): 4,500,000 shares (approx.)
5. Shares subject to Rule 144 restrictions: 5.2 million shares(approx.)
Limited Liability
6. 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
7. 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 8, below. In the
event this Agreement is terminated by the Corporation, all compensation
paid by Corporation to the Consultant shall be "back-charged" to
Consultant, and payable to the Corporation as follows:
(a) In the event the Agreement is terminated by the Consultant in
months 1 through 6, Consultant shall repay to Corporation two thirds
(2/3rds) of the fees paid pursuant to the Paragraph 3 above.
(b) In the event the Consultant terminates this Agreement during months
7 through 10, the Corporation shall be entitled to a return of fifty
percent (50%) of the fees paid in accordance with Paragraph 3 above;
thereafter, all fees paid shall be deemed earned.
(c) In the event of a termination by either party, any repayment of
funds or stock due from Consultant to Corporation may be paid either in
cash or the equivalent number of shares of the Corporation received by
Consultant from the Corporation in accordance with Paragraph 3 above,
payable at the option of the Consultant.
The valuation of said shares for purposes of repayment of shares shall be the
bid price of said shares of the date shares are tendered back to the
Corporation. If there is no bid price, then the price shall be agreed to, by
separate writing to be determined by the parties upon the execution of this
Agreement.
Notices
8. Notice to be sent pursuant to the terms and conditions of this Agreement,
shall be sent as follows:
Timothy J. Rieu Kenneth W. Bell
Columbia Financial Group, Inc. WordCruncher Internet Technologies, Inc.
1301 York Road, Ste. 400 405 East 12450 South, Ste. B
Lutherville, Maryland 21093 Draper, Utah 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 bring 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 obligations of the parties created under
it are performed in Baltimore County, Maryland, and Salt Lake City,
Utah venue for said arbitration shall be in Baltimore County, Maryland,
and Salt Lake City, Utah, as described in section 10, above and all
parties hereby consent to these venues as the proper jurisdiction for
said proceedings 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, 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.
Headings
16. Headings throughout this Agreement are for reference and convenience,
and in no way define, limit to describe the scope or intent of this
Agreement or effect its provisions.
IN WITNESS WHEREOF, the parties have set their hands and seal as of the
date written above.
BY: /s/
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Timothy J. Rieu, President
Columbia Financial Group
BY: /s/
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Kenneth W. Bell, Sr. Vice President and CFO
WordCruncher Internet Technologies, Inc.
405 East 12450 South, Suite B
Draper, Utah 84021