Exhibit 10.2
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT dated as of this 1st day of January, 1999,
is entered into by and between Enter Tech Corporation (the "Company") a
Nevada corporation and Advance Marketing Analysis ("Consultants") a
proprietorship.
Whereas, the Company desires to retain Consultant and Consultant has
consented to provide personal consulting services for the Company,
specifically for assistance in developing and coordinating the following:
1. Work directly with all investment bankers, individuals,
institutions on completion of a private placement or secondary offerings in
the amount of $5,000,000 for the purpose of adding capital for the Company.
2. Work directly with the President of the Company in planning for
growth, business planning, personnel placement. Oversee all sales activities
of the company. Attend all board meetings.
3. Assist in negotiations for investment banker for the company.
4. Oversee and negotiate all acquisition contracts for the company.
NOW, THEREFORE, the Company and Consultants agree to the following terms and
conditions of Agreement.
AGREEMENT
1. Retention. Beginning on the Effective Date, which is the 1st of
January, 1999, the Company will retain Consultants, and Consultants will
accept retention by the Company, as Consultants reporting to the Company
board of directors in accordance with the terms of this Agreement.
2. Duties.
2.1 Consultants primary duties will be to assist in finding the
people necessary to build the capital base of the company, which will include
strategic planning, acquisitions, assistance in building management, sales
promotion, and such reasonable other duties as may be required.
2.2 Consultants will assist the Company management in the
development of an investment banking relationship.
2.3 The President will report directly to the Consultants
and the Consultants will answer directly to the Board of Directors.
2.4 Consultants will directly with the marketing team selling
quickgold programs. Consultants will be paid a 10% commission on all sales
made specifically by consultants as any sales person would be paid. If
Consultants commission exceeds the monthly fee paid to consultants,
consultants will not be owed a monthly fee.
3. Time Obligations. Consultants will devote approximately 100% of his
normal working month to their duties hereto. Consultants will devote his best
efforts to the Company business as outlined above.
4. Compensation. For all services rendered by Consultant under this
Agreement, the Company has and will compensate Consultant as follows from the
Effective Date.
4.1 The Company will compensate Consultants with restricted shares of
common stock at a rate of 200,000 shares a year for two years provided the
business plan established for the Company is met. The final business plan will
be submitted and attached hereto prior to the second quarter of the fiscal year
the business plan is projected for.
4.2 The Company will pay Consultants $5,000.00 per month. (If the
commission paid to consultants exceeds the $5,000.00 per month, no monthly fee
will be due Consultants).
4.3 Consultants expenses for reasonable business related travel,
entertainment and other expenses will be paid monthly.
5. Term and Termination.
5.1 Unless otherwise terminated as provided in Section 5, this
Agreement shall expire on December 31, 2001.
5.2 This Agreement shall be terminated upon the following:
5.2.1 Inability of Consultants to perform the duties for a
period of sixty (60) days in any one calendar year due to
sickness, disability or any other cause unless Consultant is
granted a leave of absence by the Company.
5.2.2 For a cause as provided in Sections 6.1, 6.2 and 6.3.
6. Cause and Breach.
6.1 Where reference is made in this Agreement to termination being by
the Company with or without cause, "cause" shall mean cause given by Consultants
to the Company and is limited to the following:
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6.1.1 Repeated failure or refusal to carry out the reasonable
directions of the Board as it relates to the projects provided
for in this Agreement and such directions are consistent with
the business plans of the Company;
6.1.2 Violation of a state or federal law involving the
commission of a crime against the Company or a felony
materially adversely affecting the Company; or
6.1.3 Consultants dependence on or abuse of alcohol or any
controlled substance; or
6.1.4 Any breach of this Agreement or of any covenant herein
or the falsity of any representation or warranty not corrected
as provided in Section 6.3 hereof.
6.2 Where reference is made in this Agreement to termination being
by Consultants with or without cause, "cause" shall mean any breach of this
Agreement by the Company not corrected as provided in Section 6.3 hereof.
6.3 Whenever a breach of this Agreement by either party is relied
upon as a justification for any action taken by a party pursuant to any
provision of this Agreement, before such action is taken, the party asserting
the breach shall give the other party written notice of the existence and
nature of the breach and the opportunity to correct such breach during the
period of five (5) business days following such notice.
7. Notice. All notices and requests in connection with this Agreement
shall be in writing and may be given by personal delivery, registered or
certified mail, return receipt requested, telegram or any other customary
means of communications addressed as follows:
Consultant: Advance Marketing Analysis Company: Enter Tech Corp.
937 E. 7th St. 430 E. 6th St.
Loveland, CO 80537 Loveland, CO 80537
8. Assignment. The rights of either party shall not be assigned or
transferred either voluntarily or by operation of law without the other
party's written consent, nor shall the duties of either party be delegated in
whole or in part either voluntarily or by operation of law without the other
party's written consent. Any unauthorized assignment, transfer or delegation
shall be of no force or effect.
9. Consultants Counsel. Consultant has retained independent legal
counsel to advise him with respect to this Agreement and is not relying on
the Company or its counsel for legal or tax advice.
10. Miscellaneous.
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10.2 Waiver. No waiver of any of the provisions of this Agreement
shall be valid unless in writing, signed by the party against whom such
waiver is sought to be enforced, signed by the party against whom such waiver
is sought to be enforced, nor shall failure to enforce any right hereunder
constitute a continuing waiver of these same or a waiver of any other right
hereunder.
10.3 Amendments. All amendments of this Agreement shall be made in
writing, signed by the parties, and no oral amendment shall be binding on the
parties.
10.4 Relationship of Parties. Consultants are independent
contractors and not an employee of the Company and agrees to comply with
federal and state tax and social security legislation as applicable to such
independent contractors. Consultants have no authority to bind the Company or
incur any obligation on behalf of the Company.
10.5 Integration. This Agreement constitutes the entire agreement
between the parties relating to the subject matter hereof and supersedes and
cancels any other prior agreements and understandings of the parties in
connection with such subject matter.
10.6 Severability. The unenforceability or invalidity of any provision
or provisions of this Agreement shall not render any other provision or
provisions hereof for any reason be excessively broad as to duration, scope,
activity or subject, it shall be construed by reducing such provisions, so as to
be enforceable to the extent compatible with applicable law.
10.7 Headings. The headings or titles in this Agreement are for the
purpose of reference only and shall not in any way affect the interpretation or
construction of this Agreement.
10.8 Governing Law. This Agreement will be governed by the laws of the
State of Colorado, applicable to agreements between Colorado residents to be
performed where the Company has need within the United States of America.
10.9 Attorneys' Fees. In the event of litigation to enforce this
Agreement, the prevailing party will be entitled to recover its reasonable
attorneys' fees as determined by the court.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
COMPANY: Enter Tech Corporation
By: /s/ AW Hogan
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CONSULTANTS:
By: /s/ DW Thomas
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