CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (the "Agreement") is made and entered into this 13th
day of October, 2000, by and between John Graham Douglas, whose address is at
Paseo de la Reforma, 264 - 2 Cuauhtemoc, 06500 Mexico, V.F. (the "Consultant"),
and E-FINANCIAL DEPOT.COM, INC. ("FDPO") a Delaware corporation with an office
at 150 - 1875 Century Park East, Century City, California 90067 (the "Client").
WHEREAS, the Consultant is willing and capable of providing various
consulting services, hereinafter defined, for and on behalf of the Client and
its subsidiaries; and
WHEREAS, the Client desires to retain the Consultant as an independent
Consultant and the Consultant desires to be retained in that capacity upon the
terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual promises and agreements
hereinafter set forth, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Consulting Services. The Client hereby retains the Consultant as an
independent Consultant to the Client and the Consultant hereby accepts and
agrees to such retention. The Consultant shall render to the Client such
services as set forth on Exhibit A, attached hereto and by reference
incorporated herein.
2. Time, Place and Manner of Performance. The Consultant shall be
available for advice and counsel to Client and representatives and agents of the
Client at such reasonable and convenient times and places as may be mutually
agreed upon. Except as aforesaid, the time, place and manner of performance of
the services hereunder, including the amount of time to be allocated by the
Consultant to any specific service, shall be determined in the sole discretion
of the Consultant.
3. Term of Agreement. The Term of this Agreement shall commence on the
date hereof and shall terminate upon completion of the services described in
Exhibit A.
4. Compensation. In full consideration of the services to be provided
for the Client by the Consultant, as fully set forth in Exhibit A, upon
execution of this Agreement, the Client agrees to compensate Consultant in the
manner set forth on Exhibit B.
5. Expenses. Consultant shall be solely responsible for all
anticipated expenses and disbursements to be made in connection with his
performance under this Agreement.
6. Termination.
(a) This Agreement may be terminated at any time by mutual written
agreement of the parties hereto.
(b) This Agreement shall terminate upon the dissolution, bankruptcy or
insolvency of either party.
Initials: Consultant JGD Client JH
(c) The Client shall have the right and discretion to terminate this
Agreement should the Consultant violate any law, ordinance, permit or regulation
of any governmental entity which has a material adverse effect on the
Consultant's ability to perform under this Agreement.
(d) The Client shall have the right and discretion to terminate this
Agreement should the Consultant fail to cure, within 15 days after receipt of
notice from the Client, any of the following:
(i) Any willful breach of duty or habitual neglect of duty by the
Consultant;
(ii) Any material breach by the Consultant of the obligations in Section 7;
or
(iii) Any material acts or events which inhibit the Consultant from
fully performing his responsibilities under this Agreement in good faith.
7. Confidentiality. The Consultant recognizes and acknowledges that
the Consultant has and will have access to certain confidential information of
the Client and its affiliates that is valuable, special and unique assets and
property of the Client and such affiliates. The Consultant will not, during or
after the Term of this Agreement, disclose, without the prior written consent or
authorization of the Client, any of such information to any person, except to
authorized representatives of the Consultant or his affiliates, for any reason
or purpose whatsoever. In this regard, the Client agrees that such
authorization or consent to disclosure may be conditioned upon the disclosure
being made pursuant to a secrecy agreement, protective order, provision of
statute, rule, regulation or procedure under which the confidentiality of the
information is maintained in the hands of the person to whom the information is
to be disclosed or in compliance with the terms of a judicial order or
administrative process.
8. Conflict of Interest. The Consultant shall be free to perform
services for other persons. The Consultant will notify the Client of the
Consultant's performance of consulting services for any other person which could
conflict with the Consultant's obligations under this Agreement. Upon receiving
such notice, the Client may terminate this Agreement or consent to the
Consultant's outside consulting activities.
9. Disclaimer of Responsibility for Acts of the Client. The
obligations of Consultant described in this Agreement consist solely of the
furnishing of information and advice to the Client in the form of services. In
no event shall Consultant be required by this Agreement to represent or make
management decisions for the Client. All final decisions with respect to acts
and omissions of the Client or any affiliates and subsidiaries, shall be those
of the Client or its affiliates, and Consultant shall under no circumstances be
liable for any expense incurred or loss suffered by the Client as a consequence
of such acts or omissions.
10. Indemnity.
(a) The Client shall protect, defend, indemnify and hold Consultant and his
assigns and attorneys, accountants, employees, officers and directors harmless
from and against all losses, liabilities, damages, judgments, claims,
counterclaims, demands, actions, proceedings, costs and expenses (including
reasonable attorneys' fees) of every kind and character resulting from or
relating to or arising out of (a) the inaccuracy, non-fulfillment or breach of
any representation, warranty, covenant or agreement made by the Client herein;
or (b) any legal action, including any counterclaim, to the extent it is based
upon alleged facts that, if true, would
Initials: Consultant JGD Client JH
constitute a breach of any representation, warranty, covenant or agreement
made by the Client herein; or (c) negligent actions or omissions of the Client
or any employee or agent of the Client, or any reckless or willful misconduct,
occurring during the Term hereof with respect to any of the decisions made by
the Client.
(b) The Consultant shall protect, defend, indemnify and hold Client and
his assigns and attorneys, accountants, employees, officers and directors
harmless from and against all losses, liabilities, damages, judgments, claims,
counterclaims, demands, actions, proceedings, costs and expenses (including
reasonable attorneys' fees) of every kind and character resulting from or
relating to or arising out of (a) the inaccuracy, non-fulfillment or breach of
any representation, warranty, covenant or agreement made by the Consultant
herein or the failure of the Consultant to abide by all federal and state laws
and regulations concerning investor relations, stock promotions, and public
disclosure requirements; or (b) any legal action, including any counterclaim, to
the extent it is based upon alleged facts that, if true, would constitute a
breach of any representation, warranty, covenant or agreement made by the
Consultant herein; or (c) negligent actions or omissions of the Consultant or
any employee or agent of the Consultant, or any reckless or willful misconduct,
occurring during the Term hereof with respect to any of the decisions made by
the Consultant.
11. Notices. Any notices required or permitted to be given under this
Agreement shall be sufficient if in writing and delivered or sent by registered
or certified mail or overnight courier to the principal office of each party.
12. Waiver or Breach. Any waiver by either party of a breach of any
provision of this Agreement by the other party shall not operate or be construed
as a waiver of any subsequent breach by any party.
13. Assignment. This Agreement and the rights and obligations of the
Consultant hereunder shall not be assignable without the written consent of the
Client.
14. Applicable Law. It is the intention of the parties hereto that this
Agreement and the performance hereunder and all suits and special proceedings
hereunder be construed in accordance with and under and pursuant to the laws of
the Province of British Columbia and that in any action, special proceeding or
other proceeding that may be brought arising out of, in connection with or by
reason of this Agreement, shall be brought only in a court of competent
jurisdiction within the Province of British Columbia.
15. Severability and Enforceability. All agreements and covenants contained
herein are severable, and in the event any of them shall be held to be invalid
by any competent court, the Agreement shall be interpreted as if such invalid
agreements or covenants were not contained herein.
16. Entire Agreement. This Agreement constitutes and embodies the entire
understanding and agreement of the parties and supersedes and replaces all prior
understandings, agreements and negotiations between the parties.
17. Waiver and Modification. Any waiver, alteration or modification of
any of the provisions of this Agreement shall be valid only if made in writing
and signed by the parties hereto. Each party hereto, from time to time, may
waive any of its rights hereunder without effecting a waiver with respect to any
subsequent occurrences or transactions hereof.
Initials: Consultant JGD Client JH
18. Attorneys' Fees and Costs. In the event of any dispute arising out
of the subject matter of this Agreement, the prevailing party shall recover, in
addition to any damages assessed, its attorneys' fees and court costs incurred
in litigating or otherwise settling or resolving such dispute. In construing
this Agreement, none of the parties hereto shall have any term or provision
construed against such party solely by reason of such party having drafted the
same.
19. Counterparts and Facsimile Signatures. This Agreement may be
executed simultaneously in two or more counterparts, each of which shall be
deemed an original, but all of which taken together shall constitute one and the
same instrument. Execution and delivery of this Agreement by exchange of
facsimile copies bearing the facsimile signature of a party hereto shall
constitute a valid and binding execution and delivery of this Agreement by such
party. Such facsimile copies shall constitute enforceable original documents.
IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Agreement as of the day and year first above written.
CONSULTANT: CLIENT:
JOHN GRAHAM DOUGLAS E-FINANCIAL DEPOT.COM, INC.
/s/ John Graham Douglas By: /s/ John Huguet
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John Huguet, C.E.O.,
Chairman of the Board
/s/ signed
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Witness as to the signature of John-Paul Jones
/s/ Ian S. Brodie
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Print Name of Witness
Initials: Consultant JGD Client JH
EXHIBIT A
THE CONSULTANT AGREES TO PROVIDE THE FOLLOWING SERVICES TO THE CLIENT:
Consultant shall provide services to Client as an independent management
Consultant. Consultant shall assist Client in finding and forming strategic
partnerships and/or alliances for business development in North America.
CONSULTANT: CLIENT:
JOHN GRAHAM DOUGLAS E-FINANCIAL DEPOT.COM, INC.
/s/ John Graham Douglas By: /s/ John Huguet
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John Huguet, C.E.O.,
Chairman of the Board
/s/ signed
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Witness as to the signature of John-Paul Jones
/s/ Ian S. Brodie
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Print Name of Witness
Initials: Consultant JGD Client JH
EXHIBIT B
UPON EXECUTION HEREOF, FOR VALUE RECEIVED, THE CLIENT AGREES TO COMPENSATE THE
CONSULTANT UNDER THE TERMS OF THIS AGREEMENT AS FOLLOWS:
1. As a project commencement fee the Client hereby agrees to transfer
immediately to the Consultant 90,000 free trading common shares of FDPO at no
cost to the Consultant, (DTC instructions to follow); and
2. The Consultant is hereby granted the option (the "Option") to acquire:
a) up to 300,000 shares of common stock of FDPO exercisable in whole or in
part at any time or times prior to October 31, 2003 at a purchase price (the
"Purchase Price) of $1.00 per share which Option shall vest and become
exercisable upon execution of this Agreement; and
b) up to 200,000 shares of common stock of FDPO exercisable in whole or in
part at any time or times after December 1st, 2000 but prior to October 31, 2003
at a Purchase Price of $1.50 per share; and
c) up to 100,000 shares of common stock of FDPO exercisable in whole or in
part at any time or times after February 1st, 2001 but prior to October 31, 2003
at a Purchase Price of $2.00 per share.
The Option shall be exercised by delivery of notice in writing to the
Client setting out the number of optioned shares (the "Optioned Shares") which
the Consultant intends to purchase and enclosing a certified check or official
bank check made payable to the Consultant's attorney in trust for the Client in
an amount equal to the number of Optioned Shares to be purchased times the
Purchase Price. The Client agrees to deliver to the Consultant's attorney a
share certificate representing the Optioned Shares purchased not later than
seven (7) days after receipt of the notice and upon receipt of the Optioned
Shares by the Consultant's attorney the said payment shall be immediately
releasable by the Consultant's attorney to the Client. The Option and the Fee
shall survive the termination of this agreement for any reason whatsoever.
In the case of any stock split, stock dividend or like charge in the nature
of Optioned Shares covered by this Agreement, the number of shares and exercise
price shall be proportionately adjusted. The Client shall prepare and file an
S-8 with the SEC not later than October 31, 2000 including the grant of this
Option therein and within five (5) business days of the heretofore mentioned S-8
filing the Client shall issue to the Consultant a Stock Option Grant Certificate
pertaining to this Option.
CONSULTANT: CLIENT:
JOHN GRAHAM DOUGLAS E-FINANCIAL DEPOT.COM, INC.
/s/ John Graham Douglas By: /s/ John Huguet
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John Huguet, C.E.O.,
Chairman of the Board
/s/ signed
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Witness as to the signature of John-Paul Jones
/s/ Ian S. Brodie
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Print Name of Witness
Initials: Consultant JGD Client JH