CONSULTING AGREEMENT
This Consulting Agreement ("Agreement") is to be effective as of the 17th
day of October 2001, by and between Future Carz, Inc. ("Company") with offices
located at 8930 East Raintree, Suite 300 Scottsdale, AZ _85260 and Gemini
Capital, LLC ("Consultant"), a California corporation, having its office located
at 8910 University Center Lane, Suite 500, San Diego, CA 92122.
For the purposes of this Agreement, either of the above shall be referred
to as a "Party" and collectively as the "Parties".
The Parties hereby agree as follows:
1. APPOINTMENT OF GEMINI CAPITAL, LLC. Company hereby appoints Consultant and
Consultant hereby agrees to render services to Company as a management
consultant, and advisor.
2. DUTIES: Consultant shall provide the company with the following services:
Introduction to strategic business contacts, brokerage firms, investment banks,
merger or acquisition targets, equity lines of credit, asset loans, bridge
financing. Other services as needed including IR or PR services as required.
Company understands and acknowledges that consultant is not a broker dealer.
3. TERM. The term ("Term") of this Consulting Agreement shall be for a period of
6 months commencing on the date hereof and shall continue on a month-to-month
basis hereafter. However, either party with a written notice of 30-days can
cancel this "Agreement" after 120-days of execution.
4. COMPENSATION. The Company agrees to compensate Consultant with a monthly fee
of $10,000.00 (ten thousand) dollars due on the 15th of each month with the
first payment due upon signing.
In addition, 300,000 (three hundred thousand) shares of free trading common
stock (FCZI), will be distributed to the Consultant upon execution of this
Agreement.
5. FINDERS FEES: In the course of Consultant's duties, relationships may be
established that bring funds into the Company that are referred by Consultant.
Company hereby agrees to pay Consultant a Finders Fee in consideration for
referrals hereunder as follows: Cash fee of 7% of the total amount raised and 5%
warrant coverage calculated as follows: gross proceeds to the Company * 5%
divided by the closing price of the Company's common stock on the Closing Date.
The warrants shall have a four-year life and shall have an exercise price equal
to 110% of the closing price at the Closing Date. The Company shall enter into a
registration rights agreement with the Finder at the Closing Date granting
piggyback registration rights with respect to the shares of Common Stock
issuable upon exercise of the warrants. Such cash fees shall be due and payable
on each
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Closing Date by wire transfer in immediately available funds to the accounts
designated by the Finder.
6. CONFIDENTIALITY: Consultant will not disclose to any other person, firm or
corporation, nor use for its own benefit, during or after the Term of this
consulting Agreement, any trade secrets or other information designated as
confidential by Company which is acquired by Consultant in the course of
performing services hereunder. Any financial advice rendered by Consultant
pursuant to this Consulting Agreement may not be disclosed in any manner without
the prior written approval of Company.
Company, its agents or assigns hereby agree expressly that they directly or
indirectly, for itself, or through its representatives, agents, employees or
affiliates will not pursue a transaction with any introduced party acknowledged
by the Company or an Agent of Consultant, financing or collateral sources,
restructures, registered or non- registered stock transactions, or security
structures, independent of Consultant, unless Company has a written commitment
prior to the introduction.
7. INDEMNIFICATION: Company, its agents or assigns hereby agree to indemnify and
hold Consultant harmless from and against all losses, claims, damages,
liabilities, costs or expenses (including reasonable attorney's fees,
collectively the "Liabilities"), joint and several, arising from the performance
of this Consulting Agreement, whether or not Consultant is party to such
dispute. This indemnity shall not apply, however, and Consultant shall indemnify
and hold company, its affiliates, its control persons, officers, employees and
agents harmless from and against all liabilities, where a court of competent
jurisdiction has made a final determination that Consultant engaged in gross
recklessness and willful misconduct in the performance of its services
hereunder, which have rise to the loss, claim, damage, liability, cost or
expense sought to be recovered hereunder (but pending any such final
determinations, the indemnification and reimbursement provision of this
Consulting Agreement shall apply and Company shall perform its obligation
hereunder to reimburse Consultant for its expenses).
8. INDEPENDENT CONTRACTOR: Consultant and Company hereby acknowledges that
Consultant is an independent contractor. Consultant shall not hold itself out,
as, nor shall it take any action from which others might infer that it is an
agent of or a joint venture of Company.
9. PARTIAL INVALIDITY: If any part of this agreement shall be determined by a
court or mediator to be invalid, the remainder hereof shall be construed as if
the invalid portion has been omitted.
10. WAIVER: No waiver of any of the provisions of this agreement shall be deemed
or shall constitute a waiver of any other provision, whether or not similar, nor
shall any waiver constitute a continuing waiver. No waiver shall be binding
unless executed in writing by the party making the waiver.
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11. LAW GOVERNING AGREEMENT: This agreement shall be governed by and construed
in accordance with the laws of the California, county of San Diego.
12. MISCELLANEOUS: This Consulting Agreement sets forth the entire understanding
of the Parties relating to the subject matter hereof and supercedes and cancels
any prior communications, understandings and agreements between the Parties.
This Consulting Agreement is non-exclusive and cannot be modified or changed,
nor can any of its provisions be waived, except by written agreement signed by
all Parties. In the event of any dispute as to the Terms of this Consulting
Agreement, the prevailing Party in any litigation shall be entitled to
reasonable attorney's fees.
13. NOTICES: Any notice required or permitted hereunder shall be given in
writing (unless otherwise specified herein) and shall be deemed effectively
given upon personal delivery or seven business days after deposit in the United
States Postal Service, by (a) advance copy by fax, (b) mailing by express
courier or registered or certified mail with postage and fees prepaid, addressed
to each of the other Parties thereunto entitled at the following addresses, or
at such other addresses as a Party may designate by ten days advance written to
each of the other Parties hereto:
Company: Future Carz, Inc.
8930 East Raintree, Suite 300
Scottsdale, AZ 85260
Attn: Ed Heisler
Consultant: Gemini Capital, LLC.
8910 University Center Lane, Suite 500
San Diego, Ca 92122
Attn: Scott Bailey/ John Laurienti
13. ENTIRE AGREEMENT: This agreement supersedes any and all other agreements,
either written or oral, between the parties hereto with respect to the services
of the Consultant to the Company as it relates to sales and marketing and in no
way supersede any other agreements that consultant may have with company
pertaining to other matters. All parties to this agreement must sign any
modifications to this agreement.
With my hand below I affirm that I am the legally authorized signatory for this
transaction, empowered to bind myself and/or my company to legal agreements by
this signature. In so doing I attest that I fully understand the foregoing
statement(s) contained in this agreement and accept the percentages without
reservation or modification.
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Accepted and agreed to as of this ____ day of ____________, 2001
Future Carz, Inc. Gemini Capital, LLC.
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Edward C. Heisler Scott Bailey/John Laurienti
President & C.O.O. Managing Partners
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