CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") is entered into
as of March 10, 2000, between eConnect, a Nevada corporation, the
Common Stock of which is registered under Section 12(g) of the
Securities Exchange Act of 1934 and currently quoted on the
Electronic Bulletin Board operated by the National Association of
Securities Dealers, Inc. (the "Company"), and Ryan Kavanaugh, an
individual residing in the State of California ("Consultant").
WHEREAS, the Company believes that, in order to achieve the
principal business objectives (the "Business Objectives") that
have been set by its Board of Directors (the "Board"), it will
need external advice and consultative assistance in the areas of
strategic planning and business plan development and
implementation of the sort provided by business consultants and
financial advisors; and
WHEREAS, Consultant has experience in providing financial
advisory and business consulting services to companies seeking
such services; and
WHEREAS, Consultant is willing to provide to the Company
financial advisory and business consulting services on the terms
and conditions set forth in this Agreement; and
WHEREAS, the Company desires that Consultant provide to the
Company such financial advisory and business consulting services
as are reasonably requested by the Company consistently with the
terms and conditions of this Agreement.
In consideration of the mutual covenants and agreements set forth
below, the parties hereby agree as follows:
1. Term. The Company hereby retains Consultant as an
independent consultant, with the duties particularized in Section
2 hereof and subject to the other terms and conditions
particularized herein, and Consultant hereby agrees to act as
such for the Company, for a period of one (1) year commencing on
the date hereof, unless further extended by mutual agreement of
the parties hereto (the "Term").
2. Duties. During the Term, Consultant shall, on a non-
exclusive and part-time basis, in no event to exceed (without
Consultant's consent) a maximum of 10 hours per week and 40 hours
per month, render such business consulting and financial advisory
services to the Company as are requested by the Company and
reasonably related to the Company's attempt to achieve the
Business Objectives (the "Services"). The parties agree that the
Services shall expressly include (i) arranging for Peters
Entertainment, the film production company owned by Jon Peters,
to enter, on or before April 1, 2000, into a computer services
contract providing for short-term revenue to the Company in an
amount not less that $500,000, and (ii) procuring the services of
Michael Sitrick to assist the Company in its public relations
function. The Company understands and hereby expressly
acknowledges that the Services to be provided to the Company by
Consultant pursuant to the terms hereof shall be on a part-time
basis only, as the bulk of Consultant's time is and will be
devoted to other clients of Consultant, including, without
limitation, clients for whom Consultant provides financial
advisory and business consulting services similar to the
Services. The Company understands and hereby expressly
acknowledges that Consultant is not registered as a broker-dealer
with the Securities and Exchange Commission ("SEC") or any state
securities regulatory body; accordingly, notwithstanding any
other provisions of this Agreement, Consultant shall not be
required hereunder to perform any action hereunder that would
involve the raising of capital or otherwise constitute "effecting
transactions in securities" as that (or any similar) phrase is
construed by the SEC or any applicable state securities
regulatory body.
3. Consideration to Consultant. The Company hereby agrees
to issue to Consultant, and Consultant hereby agrees to accept as
payment in full for past services rendered by Consultant to the
Company and the Services to be rendered by Consultant pursuant to
the terms hereof, (i) 300,000 shares of the Company's Common
Stock, par value $0.01 per share (the "Common Stock"), covered by
a currently effective registration statement of the Company under
the Securities Act of 1933, as amended (the "Act"), on Form SB-2,
SEC File No. __________ (the "SB-2 Grant Shares"), (ii) an
additional 700,000 shares of the Common Stock covered by a
registration statement of the Company under the Act on Form S-8
(the "S-8 Registration Statement") to be prepared by the Company
at its expense and filed by the Company with the SEC via EDGAR
not later than 10:00 a.m. (Los Angeles time) on Tuesday, March
14, 2000 (the "S-8 Grant Shares"), and (iii) warrants (the
"Warrants") representing the right to purchase a maximum of 2.0
million shares (the "Warrant Shares") of the Common Stock at a
warrant exercise price of $1.50 per share (the "Exercise Price").
The Warrants shall be evidenced by one or more Warrant
Certificates in the form of Exhibit A attached hereto (the
"Warrant Certificates"), and contain such other terms and
conditions as are set forth in said Warrant Certificates. The
Company hereby agrees to deliver to Consultant, on or before
March 14,2000, the Warrant Certificates, registered in the name
of Consultant or its designee, and duly executed by the Company,
as well as evidence reasonably satisfactory to Consultant that
the issuance of the Warrants, as evidenced by the Warrant
Certificates, has been properly authorized by the Board. The
Company covenants (i) that all of the Warrant Shares shall be
included in the S-8 Registration Statement as filed with the SEC,
and (ii) that the S-8 Registration Statement shall be kept
effective until such time as all of the Warrant Shares have been
issued to Consultant or (if earlier) the date that the Warrants
expire in accordance with their terms. The Company hereby further
agrees to exert its best efforts to cause as expeditiously as is
practicable, but in no event by later than 10:30 a.m. (Los
Angeles time) on March 14, 2000, all of the SB-2 Grant Shares and
all of the S-8 Grant Shares to be certificated and credited by
the Depository Trust Company ("DTC") to the securities brokerage
account of Consultant specified by Consultant (the "Account") in
written instructions previously delivered by Consultant to the
Company's outside counsel (the "Company's Attorneys").
4. Expenses. The Company hereby agrees to reimburse Consultant
for any reasonable costs or expenses, including but not limited
to travel expenses, incurred by Consultant in the course of
performing Services pursuant to this Agreement or otherwise at
the direction of the Company.
5. Independent Contractor Relationship: Duty of Cooperation.
It is understood and agreed that Consultant's relationship to the
Company is that of an independent contractor and that neither
this Agreement nor the Services to be rendered hereunder shall
for any purpose whatsoever or in any way or manner create any
employer-employee or joint venture relationship. The Company
agrees to cooperate fully with Consultant in order to allow
Consultant to discharge efficiently his obligations to provide
the Services to the Company hereunder.
6. Capitalization of the Company. The Company hereby
represents and warrants to Consultant that, as of the date
hereof, the issued and outstanding securities of the Company
consist of __________shares of the Common Stock, counting for
this purpose all of the underlying shares of the Common Stock
covered by all options, warrants and other rights to purchase
such shares issued by the Company and outstanding as of the date
hereof (exclusive of the SB-2 Grant Shares, the S-8 Grant Shares
and the Warrant Shares). The Company has not issued any options,
warrants or other rights to purchase capital stock of the
Company, other than the Common Stock. As of the date hereof,
except as disclosed on Schedule I attached hereto, the Company
has no concrete or tentative plans to issue any additional shares
of capital stock during the Term, other than the SB-2 Grant
Shares, the S-8 Grant Shares, the Warrant Shares and shares
issuable upon the exercise of presently outstanding options,
warrants and other rights to purchase shares of the Common Stock,
and has no intention to issue at any time in the future shares of
the Common Stock or any of its capital stock at a price per share
less than the Exercise Price.
7. Miscellaneous.
(a) Any and all notices and other communications hereunder
shall be in writing and shall be deemed to have been duly given
when delivered personally or forty-eight (48) hours after being
mailed, certified or registered mail, returned receipt requested,
postage pre-paid, to Consultant's or the Company's address shown
below. The Company and Consultant may change their respective
addresses for the purposes of notice at any time by the giving of
notices pursuant to this subparagraph.
Company: eConnect
2500 Via Cabrillo Marina Suite 112
San Pedro, CA 90731
Attn: Mr. Thomas Hughes
Consultant: Ryan Kavanaugh
c/o Miller & Holguin
1801 Century Park East, 7th Floor
Los Angeles, CA 90067
Attn: Brian A. Sullivan, Esq.
(b) Time is of the essence of this Agreement with respect
to each and every provision of this Agreement as to which time is
a factor.
(c) No change in, modification of, or addition, amendment
or supplement of, this Agreement shall be valid unless set forth
in writing and signed and dated by both parties subsequent to the
execution of this Agreement.
(d) The Company and Consultant, without the necessity of any
further consideration, agree to execute and deliver such other
documents and take such other actions as may be necessary or
desirable to consummate more effectively the purposes and subject
matter of this Agreement.
(e) The existence, validity , construction and operational
effect of this Agreement and the rights and obligations of the
Company and Consultant hereunder shall be determined in
accordance with the laws of the State of California; provided,
however, that any provision of this Agreement which may be
prohibited by law or otherwise held invalid shall be ineffective
only to the extent of such prohibition or invalidity and shall
not invalidate or otherwise render ineffective any or all of the
remaining provisions of this Agreement. Any litigation concerning
or to enforce the provisions of this Agreement shall be brought
at the election of the Company or Consultant in the courts of Los
Angeles, California.
(f) In the event of any controversy, claim, or dispute between
the Company and Consultant arising out of or relating to this
Agreement, the prevailing party shall be entitled to recover from
the non-prevailing party reasonable expenses, including, but not
by way of limitation, attorneys' fees and accountants' fees.
(g) The covenants, agreements, representations, warranties,
terms and conditions contained in this Agreement shall be binding
upon and inure to the benefit of the successors and assigns of
the Company and Consultant; provided, however, that Consultant
may not assign or transfer Consultant's duties to provide the
Services hereunder except upon the written consent of the Company
in its sole and absolute discretion.
(h) This Agreement constitutes the entire agreement between the
parties as to the subject matter hereof and supersedes and
terminates as of this date any prior agreements, whether written
or oral, between the parties with respect thereto. No provision
of this Agreement shall be waived except in writing signed by the
party against whom such waiver is asserted. Any such waiver shall
be limited to the particular instance, and waiver of a provision
in one instance shall not prevent a party thereafter from
enforcing each and every other provision of this Agreement.
(i) The section headings used in this Agreement are intended
solely for convenience of reference, and shall not in any way or
manner amplify, limit, or modify, or otherwise be used in the
interpretation of, any of the provisions of this Agreement, and
the masculine, feminine, or neuter gender and the singular or
plural number shall be deemed to include the others whenever the
context so indicates or requires.
(j) The Company hereby covenants to deliver to Consultant, not
later than 11:00 a.m. (Los Angeles time) on March 14, 2000, a
letter from the Company's Attorneys, addressed to Consultant,
advising that (i) the SB-2 Grant Shares have been issued to
Consultant pursuant to proper authorization by the Board under a
then effective registration statement on Form SB-2 under the Act,
(ii) the S-8 Grant Shares have been issued to Consultant pursuant
to proper authorization by the Board under a then effective
registration statement on Form S-8 under the Act, (iii) all of
the Warrant Shares are covered by the registration statement
adverted to in clause (ii), and (iv) all of the SB-2 Grant Shares
and all of the S-8 Grant Shares have been credited by DTC to the
Account.
eCONNECT
By: /s/ Thomas Hughes
Name: Thomas Hughes
Title: Chief Executive Officer
RYAN KAVANAUGH
/s/ Ryan Kavanaugh
Ryan Kavanaugh