808 TECHNOLOGIES, INC.
3870 W. Pacific Coast Hwy
Ventura, CA 93001
CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") is entered into this 2nd day of
January 2004 by and between Ohana Enterprises, Inc. ("Ohana"), a Delaware
corporation, and its wholly-owned subsidiary, Visual Interviews ("Visual"), a
Nevada corporation, (collectively referred to as the "Company") and 808
Technologies, Inc., (the "Consultant"), a Nevada Corporation.
WHEREAS, the Consultant is skilled in providing technology consulting services,
and had provided such services to the Company in the past and will continue to
provide such services in the future;
WHEREAS, the Consultant will provide approximately $100,000 in technology
consulting services including but not limited to testing and evaluation of new
technologies, performance, feasibility and usability for both Ohana and Visual.
NOW, THEREFORE, in consideration of the mutual covenants contained herein and
other good and valuable consideration receipt whereof is hereby acknowledged, it
is agreed:
1. The Company hereby has engaged the Consultant for business
consulting services and wishes to pay Consultant for such
services.
2. In consideration of services already provided and to be provided
from October 1, 2003 through September 30, 2004 the Company agrees
to pay $100,000 for the services of the Consultant. The Consultant
agrees to accept in full payment, 1,485,000 shares of Ohana common
stock (par value $.001) in lieu of cash payment.
3. Ohana will register all the compensation shares pursuant to a
Registration statement on Form S-8.
In connection with the issuance of common stock, Consultant represents
and warrants to the Company: (a) that he is acquiring the common stock for his
own account, and not on behalf of any other, for long-term investment and not
with a view to immediately re-sell the common stock; (b) no other person or
entity will have any direct or indirect beneficial interest in, or right to, the
common stock.; (c) Consultant or his agents or investment advisors, (i) have
such knowledge and experience in financial and business matters that will enable
Consultant to utilize the information made available to it in connection with
the purchase of the common stock to evaluate the merits and risks thereof and to
make an informed investment decision and (ii) is able, without impairing its
financial condition, to hold such common stock for an indefinite period of time
and to bear the economic risks of, and withstand a complete loss of, such
investment; (d) Consultant acknowledges that the common stock has not been
registered under the Securities Act, or qualified under any applicable state
securities laws, in reliance, in part, on my representations, warranties and
agreements made herein; and (e) that other than the rights specifically set
forth in this Agreement, the Company and the officers of the Company are under
no obligation to register or qualify the common stock under the Act or under any
state securities law, or to assist the undersigned in complying with any
exemption from registration and qualification.
4. Except as otherwise provided herein, any notice or other
communication to any party pursuant to or relating to this
Agreement and the transactions provided for herein shall be deemed
to have been given or delivered when deposited in the United
States Mail, registered or certified, and with proper postage and
registration or certification fees prepaid, addressed at their
principle place of business or to such address as may be
designated by either party in writing.
5. This Agreement shall be governed by and interpreted pursuant to
the laws of the State of California. By entering into this
Agreement, the parties agree to the jurisdiction of the California
courts with venue in Los Angeles County, California. In the event
of any breach of this Agreement, the prevailing party shall be
entitled to recover all costs including reasonable attorney's
fees.
6. This Agreement sets forth the entire understanding of the parties
with respect to the subject matter hereof, and may be amended only
in writing signed by both parties.
7. This Agreement may be executed in any number of counterparts, each
of which when so executed and delivered shall be deemed an
original, and it shall not be necessary in making proof of this
Agreement to produce or account for more than one counterpart.
IN WITNESS WHEREOF, the parties hereto have subscribed their hands and seals the
day and year first above written.
CONSULTANT: COMPANY:
808 Technologies, Inc. Ohana Enterprises, Inc.
/s/ /s/
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By:
, Secretary By: Catherine Thompson, CFO
Visual Interviews
/s/
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By: Catherine Thompson, CFO