SECURITIES AND EXCHANGE COMMISSION
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Commission File Number: 000-30565
KNOWLEDGE NETWORKS, INC.
Nevada 91-2014670
(Jurisdiction of Incorporation) (I.R.S. Employer Identification No.)
34700 Pacific Coast Highway, Suite 303, Capistrano Beach CA 92624
(Address of principal executive offices) (Zip Code)
Service Providers # Shares $ Value
Jena Minnick 7,000,000 3,360,000.00
Peter Zouvas 5,500,000 2,640,000.00
Karl E. Rodriguez 500,000 240,000.00
Tarja Morado 7,000,000 3,360,000.00
(Agent for Service)
William Stocker
Attorney at Law
34700 Pacific Coast Highway, Suite 303
Capistrano Beach CA 92624
phone (949) 248-9561 fax (949) 248-1688
July 17, 2001
CALCULATION OF REGISTRATION FEE (1)
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Title of Amount to Proposed Proposed Amount of
Securities to to be Maximum Maximum of Registration
Be Registered Registered Offering Price Aggregate Fee
Per Unit Offering
Price
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Common Stock 20,000,000 $0.48 $9,600,000.00 $2,534.40
$0.001 par value shares per share
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1 The securities of this Issuer are listed and trading on the OTCBB Bulletin
Board. The price is determined accordingly at the mutually acceptable price at
discount from the current bid price, due to a number of market factors,
including the lack of trading volume, corporate liquidity, and others.
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PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents are
incorporated by reference as though fully set forth herein, and all documents
subsequently filed by this Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which de-registers all securities then remaining unsold, shall be deemed
to be incorporated by reference in the Registration Statement and a part hereof
from the date of filing of such documents:
(a) The Registrant's Form 10-SB containing Audited Financial Statements for
the Registrant's last fiscal year;
(b) All other Reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act, since the end of the fiscal year covered by the Registrant's last
Annual Report; and
(c) The Issuer's Common Equity Voting Stock ( Common Stock ) Registered
under 12(g) of the 1934 Act, as described in Form 10-SB. Each share is entitled
to one vote; all shares of the class share equally in dividends and liquidation
rights. Pursuant to the laws of Nevada a majority of all shareholders entitled
to vote at a shareholders meeting regularly called upon notice may take action
as a majority and give notice to all shareholders of such action. A limited
market presently exists for the securities of this Issuer.
ITEM 4. DESCRIPTION OF SECURITIES. Not Applicable. See Item 3(c).
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. There is no provision in the
Articles of Incorporation or the By-Laws, nor any Resolution of the Board of
Directors, providing for indemnification of Officers or Directors. We are aware
of certain provision of the Nevada Corporate Law which affects indemnity of
Officers or Directors.
NRS 78.7502 provides for mandatory indemnification of officers,
directors, employees and agents, substantially as follows: the corporation shall
indemnify a director, officer, employee or agent of a corporation; to the extent
that he or she has been successful on the merits or otherwise in defense of any
action, suit or proceeding, whether civil, criminal, administrative or
investigative (except an action by or in the right of the corporation) by reason
of the fact that he or she is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise; if he or she acted in good faith and in a
manner which he or she reasonably believed to be in or not opposed to the best
interests of the corporation; and, with respect to any criminal action or
proceeding, in which he or she had no reasonable cause to believe his or her
conduct was unlawful.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not Applicable. No restricted
securities are re-offered or resold pursuant to this Registration Statement.
ITEM 8. EXHIBITS. Exhibit 1 hereto is an Opinion of Counsel respecting the
legality of the issuance of the securities covered by this Registration
Statement. Receipt of the Securities covered by this Registration Statement will
be treated as the equivalent of cash received for services as ordinary income.
The Securities are issued in compensation for services at the rate of $0.48 per
share for $9,600,000.00 of services performed.
Exhibit 2 hereto are Corporate Minutes.
Exhibit 3 hereto is the Consulting Agreement for services to be compensated
in stock.
ITEM 9. UNDERTAKINGS. Not Applicable.
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SIGNATURES
The Registrant, pursuant to the requirements of the Securities Act of
1933, certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
KNOWLEDGE NETWORKS, INC.
Dated: July 17, 2001
by
/s/ Jeffrey A. Harry
Jeffrey A. Harry
president/secretary
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EXHIBIT 1
OPINION OF COUNSEL
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LAW OFFICES OF
William Stocker
phone (949) 248-9561 fax (949) 248-1688
34700 Pacific Coast Highway, Suite 303
Capistrano Beach CA 92624
July 17, 2001
To the President and the
Board of Directors
eWorld Travel Corp.
34700 Pacific Coast Highway, Suite 303,
Capistrano Beach CA 92624 re: Opinion of Special Counsel
Dear President & Board of Directors:
You have requested my Opinion in connection with the filing of a 1933 Act
Registration on Form S-8 to compensate consultants in the amount of
$9,600,000.00 in the form of 20,000,000 shares of common stock to be registered
thereby.
I am familiar with the history and current capitalization of the Issuer,
its reporting status, and good standing with its place of incorporation. The
Issuer's Common Stock is Registered pursuant to 12(g) of the Securities
Exchange Act of 1934.
It is my opinion that the securities proposed to be issued may be validly
and properly issued and that such an issuance would be lawful in all respects.
If and when issued, the securities would be and must be treated as the
equivalent of cash paid and received back as the purchase of securities. The
Securities would be issued in compensation for services at the rate of $0.48:
Service Provider # Shares $ Value
Jena Minnick 7,000,000 3,360,000.00
Peter Zouvas 5,500,000 2,640,000.00
Karl E. Rodriguez 500,000 240,000.00
Tarja Morado 7,000,000 3,360,000.00
for current and future services to be performed.
It is accordingly my opinion that the issuance requested is entitled to
registration on Form S-8.
I understand and consent to the use of this Opinion in connection with your
proposed filing of a 1933 Registration Statement on Form S-8.
Very Truly Yours,
William Stocker
William Stocker
special securities counsel
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EXHIBIT 2
CORPORATE MINUTES
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KNOWLEDGE NETWORKS, INC.
A NEVADA CORPORATION
MINUTES OF THE BOARD OF DIRECTORS
July 17, 2001
THE MEETING WAS HELD pursuant to waiver of Notice. The sole Officer and
Director present was Jeffrey A. Harry.
THE BOARD DISCUSSED issues of compensation for our service providers.
THE FOLLOWING ACTION WAS RESOLVED AND TAKEN: The Officers are empowered and
directed to issue shares for services, at $0.48, to be Registered pursuant to 5
of the Securities Act of 1933, on Form S-8: as follows:
Service Provider # Shares $ Value
Jena Minnick 7,000,000 3,360,000.00
Peter Zouvas 5,500,000 2,640,000.00
Karl E. Rodriguez 500,000 240,000.00
Tarja Morado 7,000,000 3,360,000.00
THERE BEING NO FURTHER BUSINESS, the meeting was adjourned.
THE UNDERSIGNED DIRECTORS hereby Acknowledge or Waive Notice of this
Meeting and Approve the foregoing Minutes of the Board.
/s/ Jeffrey A. Harry
Jeffrey A. Harry
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EXHIBIT 3
CONSULTING AGREEMENT(S) OF SERVICE PROVIDERS
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ATTORNEY DISCLOSURE AND
SPECIAL RELATIONSHIP AGREEMENT
KARL E. RODRIGUEZ
ATTORNEY AT LAW
THIS AGREEMENT is made by and between Intrepid International, Ltd., a Nevada
Corporation, (hereafter Intrepid ), and Knowledge Networks, Inc. a Nevada
Corporation, (hereafter Intrepid-Client ), and Karl E. Rodriguez, Exim
International, Inc.'s General Counsel, and dated December 16, 1998. In
consideration of the mutual promises contained herein, and on the terms and
conditions herein set forth, the parties agree as follows:
A. SUMMARY.
Knowledge Networks, Inc. has employed Intrepid International, Ltd. to
perform certain financial services to Client, some of which services are to be
provided for Client, and in the Client's name, by attorneys with established and
continuing relationship to Intrepid. The purpose of this agreement is to provide
full written disclosure, and to define special character of both the ostensible
and actual relationships between the parties.
Karl E. Rodriguez is actually General Counsel of Exim International, Inc.
Karl E. Rodriguez will be authorized by this agreement to act as ostensible
Special Transactional Counsel for Knowledge Networks, Inc..
A. RECITALS
1. INTREPID RETAINER AGREEMENT. Intrepid International, Ltd. is or
will be hereby retained as financial services consultants for the
Intrepid-Client, pursuant to that certain Financial Services Consulting
Agreement of even date herewith. Among the services contemplated to be provided
by that Agreement are the services of Karl E. Rodriguez, attorney at law, as
Special Transactional Counsel for the Intrepid-Client.
2. EXIM INTERNATIONAL, INC., is a financial consulting firm, not a broker,
dealer or registered investment advisor, a principal consultant to Intrepid
International, Ltd.
3. EXIM GENERAL COUNSEL. Karl E. Rodriguez, attorney at law, is General
Counsel to Intrepid's Consultant, Exim International, Inc., first and foremost
and always, and this paramount status and relationship has been and is hereby
fully disclosed, in connection with the Intrepid-Client's consideration of the
potential services of Karl E. Rodriguez as Special Counsel with Limited
Authority, in connection with, and only in connection with the services
requested and agreed to between Intrepid and the Intrepid-Client.
4. DEFINITION OF SPECIAL COUNSEL WITH LIMITED AUTHORITY . As used in this
Attorney Disclosure Agreement, this expression shall have the following meaning,
consistently and without exception: Exim General Counsel Karl E. Rodriguez is
authorized, where appropriate to employ the designation Special Counsel or
Special Transactional Counsel for the Intrepid-Client, in connection with, and
only in connection with services to and for the Intrepid-Client requested by the
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Intrepid-Client to be performed by Intrepid pursuant to the Financial Services
Consulting Agreement of even date herewith. Exim General Counsel, Karl E.
Rodriguez as between such Counsel and the Intrepid-Client, is not
Intrepid-Client's Counsel, nor counsel to the Intrepid-Client generally, or in
any other manner than specified in this definition. Special Counsel will not
take action which is not authorized by the Intrepid-Client nor represent to any
person any general authority to speak for or bind the Intrepid-Client in any
manner.
5. INTREPID-CLIENT'S RIGHT TO DECLINE THE RELATIONSHIP. The
Intrepid-Client has been informed, and is informed hereby, that the
Intrepid-Client is not required to join in the special relationship disclosed
and defined herein. Intrepid-Client may employ or require its own counsel or
independent counsel for any and all purposes at its expense and in addition to
its obligations to Intrepid. The Intrepid-Client is advised to retain its own
counsel, as it may deem appropriate, to review and advise the Intrepid-Client as
to any matter arising from its relationship to Intrepid or Exim's Counsel.
6. MANAGEMENT'S PREFERENCE. It is the desire of sophisticated management
that the unnecessary expense of cumulative counsel with respect to purely
technical matters is not warranted, necessary or appropriate, with respect to
the limited authority and scope of the Special Counsel relationship, as defined,
and that no conflict of interest exists or is likely to arise from the strict
and precise observance of that relationship as defined. Accordingly management
understands, accepts and affirmatively requests such an arrangement.
B. SPECIAL COUNSEL AGREEMENT
1. SPECIAL COUNSEL. The Intrepid-Client and Intrepid Counsel hereby agree
and adopt that special technical relationship of Special Counsel with Limited
Authority as defined hereinabove, for the sole and separate purpose of allowing
Intrepid Counsel to perform services appropriate to the services of Intrepid
requested by the Intrepid-Client.
2. BILLINGS. Special Counsel (Exim's Counsel) shall invoice and bill
applicable time and services to Intrepid, separately with respect to matters
applicable to this Intrepid-Client. Time shall be billable at $300.00/hr, and
such incidental secretarial services shall be billable at $100.00/hr, as may be
reasonably and necessarily performed by its secretary. Additional services may
be performed by subcontractor attorneys, subject to arrangements approved by the
Intrepid-Client in advance. Intrepid shall be responsible, as between Intrepid
and its counsel, for the compensation and discharge of its Counsel's billings.
Intrepid shall include Counsel's segregated billings along with its own, and, as
between Intrepid and the Intrepid-Client, the Intrepid-Client shall be
responsible to Intrepid for the total of its own and Counsel's billings. Certain
special minimum fixed fees shall apply to Legal Opinions: (a) Opinions for the
Issuance of free trading stock, $2,500.00; Opinions to remove restriction on
issued restricted securities; $2,000.00; Opinions to issue restricted
securities, as defined in Rule 144(a), $1,000.00.
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3. TERMINATION. The terms of this agreement may be terminate by either
Intrepid-Client or Special Counsel at any time upon written or other reasonable
notice to the other.
4. MISCELLANEOUS This agreement sets forth the entire agreement and
understanding between the parties and supersedes all prior discussions,
agreements and understandings, if any, of any and every kind and nature, between
them. This agreement is made and shall be construed and interpreted according to
the laws of the Intrepid-Client's place of Incorporation if that be Nevada or
Texas, and if not, pursuant to the laws of the State of Nevada.
ACCORDINGLY the parties cause this agreement to be signed by their duly
authorized representative, as of the date written below.
Intrepid International, Ltd.
by
/s/ Kirt W. James /s/ Karl E. Rodriguez
Kirt W. James, President Karl E. Rodriguez
attorney at law
THE ABOVE IS UNDERSTOOD AND AGREED TO and I state under the penalties of perjury
that I am authorized to execute this letter agreement:
Knowledge Networks, Inc.
Date: December 16, 1998 By: /s/ Kirt W. James
Kirt W. James, President
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CONSULTING AGREEMENT
THIS AGREEMENT, dated as of June 30, 2001 (the "Agreement") is by and
between Knowledge Networks, Inc., a Nevada corporation having its principal
office at 34700 Pacific Coast Hwy., #303, Capistrano Beach0 CA 92624 (the
"Company") and Peter Zouvas, an individual residing at 2811 State Street, San
Diego CA 92103 ("Consultant").
WHEREAS the Company desires that it be able to call upon the experience and
knowledge of Consultant for consultation services and advice;
WHEREAS Consultant is willing to render such services to the Company on the
terms and conditions hereinafter set forth in this Agreement;
NOW, THEREFORE, in consideration of the promises and mutual covenants contained
herein and for other good and valuable consideration, the parties agree as
follows:
1. TERM OF AGREEMENT. Commencing on the date hereof, Consultant shall be
retained by the Company for an initial period of three years, which period may
be renewable upon mutual written agreement of the parties. The initial period
and any extensions or renewals thereof shall constitute the "Consulting Term."
2. POSITION AND RESPONSIBILITIES.
(a) Consultant hereby agrees to serve as a consultant to the Company and to
render such advice and services to the Company as may be reasonably required by
the Company including, without limitation, to identify and facilitate the
formation of business relationships between the Company and one or more
qualified domestic companies or multi-national companies. During the Consulting
Term, Consultant shall report directly to the President and Chief Executive
Officer of the Company.
3. COMPENSATION. Client will pay 5,500,000 shares of KNWR common stock as a
consulting fee. The compensation will be due with the execution of this
Agreement.
4. EXPENSES. Consultant shall be reimbursed in accordance with the policies of
the Company for necessary and reasonable business expenses incurred by
Consultant in connection with performance of his duties hereunder.
5. TERMINATION. This Agreement and Consultant's retention hereunder may be
terminated prior to the end of the Consulting Term for any reason upon 30 day's
written notice by either party.
6. CONFIDENTIALITY. Consultant recognizes and acknowledges that in the
course of Consultant's duties, Consultant may receive confidential or
proprietary information owned by the Company, or other third parties with whom
the Company has an obligation of confidentiality. Therefore, during and after
the Consulting Term, Consultant agrees to keep confidential and not disclose or
use (except in connection with the fulfillment of the Consultant's consulting
duties to the Company under this Agreement) all confidential or proprietary
information owned by, or received by or on behalf of, the Company unless such
information is required to be disclosed by legal, administrative or judicial
process. "Confidential Information" shall include, but shall not be limited
to, confidential or proprietary scientific or technical information or data,
business plans, trade secrets, or other confidential information relating to
customers, development programs, costs, marketing, trading, investment, sales
activities, promotion, credit and financial data, manufacturing processes,
financing methods, plans or the business and affairs of the Company generally,
or of any subsidiary or affiliate of the Company. "Confidential Information"
shall not include, however, information in the public domain, information
disclosed to Consultant by a third party entitled to disclose it without any
obligation of confidentiality, or information already known to Consultant prior
to its receipt provided Consultant can evidence such prior knowledge by written
documentation.
7. OWNERSHIP OF INVENTIONS. In consideration for the compensation paid
to Consultant by the Company, Consultant hereby assigns to the Company all
Consultant's right, title and interest in all inventions that arise from the
Consultant's consulting activities for the Company hereunder, and agrees to
cooperate fully in the prosecution of any patent application resulting from any
such invention, at the expense of the Company, which cooperation shall include
executing any necessary documents in connection therewith.
8. SPECIFIC PERFORMANCE. Consultant acknowledges and agrees that the
Company's remedies at law for a breach or threatened breach of any of the
provisions of paragraphs 6 through 7 would be inadequate and, in recognition of
this fact, Consultant agrees that, in the event of such a breach or threatened
breach, in addition to any remedies at law or equity, the Company, without
posting any bond, shall be entitled to
obtain any form of equitable relief which may be available to it.
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9. REPRESENTATION OF CONSULTANT; USE OF NAME. Consultant represents
that there are no binding agreements to which he is a party or by which he is
bound, forbidding or restricting his activities herein.
10. CONSULTANT NOT AN EMPLOYEE. The Company and Consultant hereby
acknowledge and agree that Consultant shall perform the services hereunder as an
independent contractor and not as an employee of the Company. Consultant agrees
that he will file Consultant's own tax returns on the basis of Consultant's
status as an independent contractor for the reporting of all income, social
security, employment and other taxes due and owing on the consideration received
by him under this Agreement and that he is responsible for the payment of such
taxes. Similarly, Consultant shall not be entitled to benefits specifically
associated with employment status, such as medical, dental and life insurance,
stock or stock options of the Company and shall not be entitled to participate
in any other employer benefit programs, except as is set forth in a separate
Subscription Agreement between the parties hereto. As an independent
contractor, Consultant acknowledges, understands and agrees that Consultant is
not, and shall not represent to third parties as being, the agent or
representative of the Company nor does he have, and shall not represent himself
to third parties as having, power or authority to do or take any action for or
on behalf of the Company, as its agent, representative or otherwise, except as
specifically herein set forth.
11. MISCELLANEOUS.
(a) GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Nevada, without regard to principles of
conflicts of laws.
(b) ENTIRE AGREEMENT; AMENDMENT. This Agreement contains the entire
understanding of the parties with respect to the retention of Consultant by the
Company. There are no restrictions, agreements, promises, warranties,
covenants or undertakings between the parties with respect to the subject
matter herein other than those expressly set forth herein. This Agreement may
not be altered, modified, or amended except by written instrument signed by the
parties hereto.
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(c) NO WAIVER. The failure of a party to insist upon strict adherence to
any term of this Agreement on any occasion shall not be considered a waiver of
such party's rights or deprive such party of the right thereafter to insist
upon strict adherence to that term or of any other term of this Agreement.
(d) SEVERABILITY. In the event that any one or more of the provisions
of this Agreement shall be or become invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining provisions
of this Agreement shall not be affected thereby.
(e) SUCCESSORS; BINDING AGREEMENT. This Agreement shall inure to the
benefit of and be binding upon the parties hereto and their respective heirs,
representatives, successors and assigns.
(f) COUNTERPARTS; EFFECTIVENESS. This Agreement may be signed in
counterparts, each of which shall be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument. This Agreement
shall become effective when each party hereto shall have received a counterpart
hereof signed by the other party hereto.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.
Consultant:
/s/ Peter Zouvas
PETER ZOUVAS
KNOWLEDGE NETWORKS, INC.
/s/ Jeffrey A. Harry
JEFFREY A. HARRY
Its: President
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CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT ("Agreement") is made and entered into this Tuesday,
July 17, 2001, effective as of Tuesday, July 17, 2001(the "Effective Date"),
between Knowledge Networks, Inc., a Nevada corporation (the "Company"), and Jena
Minnick ("Consultant").
For and in consideration of the mutual covenants contained herein and other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
1. TERM AND TERMINATION. This Agreement shall commence on the Effective
Date and shall continue for a period of thirty-six months thereafter (the
termination date being referred to as the "Expiration Date") unless earlier
terminated by either party for any reason upon not less than ten days' notice
given to the other party. Notwithstanding any such termination, expense
reimbursement payable to Consultant by the Company as provided herein shall be
paid promptly in accordance with this Agreement.
2. SERVICES AND RECORDS. The Company hereby engages the Consultant to
provide web identity and online multimedia services ( the "Services" )
Consultant accepts such engagement and agrees to timely perform the Services
fully, faithfully and in a professional manner. The scope of the Services shall
be defined by the Company and shall be performed within the time frame agreed
upon between the Company and Consultant. Electronic mail shall serve as an
acceptable form to authorize specific tasks. Consultant agrees to be available
to perform the Services as reasonably required by the Company. Consultant shall
perform the Services in full compliance with all applicable laws, rules and
regulations.
3. COMPENSATION. In consideration of performance of current and future
Services, the Company agrees to remunerate the Consultant with 7,000,000 shares
of common stock.
4. REIMBURSEMENT FOR EXPENSES. The Company shall reimburse Consultant
for all pre-approved reasonable out of pocket expenses incurred by Consultant in
the performance of Consultant's duties. Expenses shall not include Consultant's
overhead such as rent, telephone, salaries and other operating expenses.
Consultant will maintain such records and written receipts as may be required by
the Company to substantiate such expenses.
5. CORPORATE OPPORTUNITY. Consultant acknowledges and agrees that any
actual or potential opportunity within the area of interest of the Company which
comes to its attention at any time during the term of this Agreement shall be
made available to the Company.
6. NONCOMPETITION AND NONSOLICITATION. Consultant agrees that he will
not, directly or indirectly, (i) engage in or become financially interested in
any business which competes with the business of the Company or any subsidiary
or affiliate of the Company, or (ii) induce or attempt to induce any employee of
the Company or of any subsidiary or affiliate of the Company to terminate such
employment, in all cases during the term of this Agreement and for a period of
two years thereafter. Consultant acknowledges and agrees that the terms of this
Section 6 are fair and equitable in all respects and are reasonably necessary to
protect the business and goodwill of the Company.
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7. CONFIDENTIAL INFORMATION. Consultant agrees that during the entire
term of this Agreement and at all times thereafter, any confidential information
or trade secrets ("Confidential Information") owned or used by the Company or
any subsidiary or affiliate of the Company of which Consultant shall acquire
knowledge shall be considered and kept by Consultant as the private, privileged
and proprietary records of the Company and will not be divulged to or used by
any person except on the direct authority of the Company. Consultant agrees that
the Company shall be entitled, with or without notice, to temporary restraining
orders and preliminary and permanent injunctions restraining and enjoining
Consultant, any persons acting in concert with Consultant and any other persons
having or proposed to have the use or benefit of Confidential Information or for
any other breach of either Section 6 or Section 7. Confidential Information
includes, without limitation, all documentation and other tangible or intangible
discoveries, ideas, concepts, software, designs, drawings, specifications,
techniques, models, information, source code, object code, diagrams, flow
charts, procedures, know-how, financial statements and other financial
information, customer and supplier lists, tax records, personnel records,
accounting procedures and other business records and information, whether
similar or dissimilar to the foregoing. Confidential Information also includes
any information described above which the Company obtains from another person
which the Company treats or designates as proprietary or confidential, whether
or not owned or developed by the Company.
8. ARBITRATION. Except as provided in Section 7 above, in the event of
any differences, claims or disputed matters between the parties hereto arising
out of this Agreement or connected herewith, the parties agree to submit such
matters to arbitration by the American Arbitration Association or its successor
in the Reno, Nevada, metropolitan area. Either party can invoke arbitration upon
ten days' notice to the other party. The determination of the arbitrator shall
be final and absolute. The arbitrator shall be governed by the duly promulgated
rules and regulations of the American Arbitration Association or its successor,
and the pertinent provisions of the laws of the State of Nevada, relating to
arbitration. The decision of the arbitrator may be entered in a judgment in any
court of the State of Nevada or elsewhere. The arbitrator shall not have the
power to award consequential or exemplary damages.
9. INDEMNIFICATION. To the full extent allowed by law, the Consultant
shall fully protect, defend, indemnify and hold the Company harmless against and
from any and all claims, losses, damages, judgments, expenses or costs,
including attorneys' fees and costs of investigation, incurred by it or to which
it may become subject, resulting from breach of any term, representation,
provision or condition of this Agreement.
10. MISCELLANEOUS. (i) This Agreement sets forth the understanding of
the parties and supersedes all prior written or oral understandings and
agreements and may be modified only by a writing signed by all parties; (ii) No
party shall have the right to assign all or any portion of its rights, duties or
obligations under this Agreement to any other person. Subject to the foregoing,
all terms and provisions of this Agreement shall be binding upon and inure to
the benefit of and be enforceable by the heirs, personal representatives,
successors and assigns of the parties hereto; (iii) This Agreement shall be
governed by and construed in accordance with the laws of the State of Nevada
without regard to the conflict of laws provisions thereof; (iv) The failure of
any party to insist in any one or more instances upon performance of any terms
or conditions of this Agreement shall not be construed as a waiver of future
performance of such or any other term, covenant or condition; (v) In the event
any party takes legal action against any other party in order to enforce the
terms of this Agreement, the party in whose favor a final judgment or order is
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rendered shall be entitled to recover from the other party its reasonable
attorneys' fees and costs to be fixed by the court or arbitrator which renders
such judgment or order. Such fees and costs shall include those incurred in
connection with any appeal or appeals; (vi) Should any term or condition of this
Agreement be determined by a court of competent jurisdiction to be void or
unenforceable, all other provisions of this Agreement shall remain in full force
and effect; and (vii) All notices required hereunder shall be deemed to have
been given when in writing upon the earlier of personal delivery by courier,
facsimile or other receipted delivery or three days following deposit in the
United States mails by certified or registered mail, postage prepaid, to the
party at the addresses set forth below. Any party hereto, by notice duly given,
may change the address for the giving of notice.
11. LEGAL COUNSEL. Consultant acknowledges that legal counsel for the
Company has prepared this Agreement; that such counsel does not, and will not,
represent Consultant in connection with this Agreement and any and all
transactions contemplated hereby; and that Consultant has been urged to consult
with its own legal counsel.
12. REMEDIES NOT EXCLUSIVE. The remedies provided herein are not, and
shall not be, exclusive but shall be cumulative with and in addition to any
other remedy, which may be available to any party hereto at law or in equity,
including, but not by way of limitation, damages for any breach hereof.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
set forth above.
KNOWLEDGE NETWORKS, INC., A NEVADA CORPORATION
/s/ Jeffrey A. Harry
JEFFREY A. HARRY
CONTULTANT:
/s/ Jena Minnick
JENA MINNICK
24843 Del Prado, Suite 326
Dana Point CA 92629
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CONSULTING AGREEMENT
1. Introduction. This Agreement is made and entered into this 30th day of
June, 2001, by and between Tarja Morado ("Consultant"), and Knowledge Networks,
Inc. having its principal place of business at 34700 Pacific Coast Hwy., Suite
303, Capistrano Beach CA 92624 ("Client").
2. Description of Services. During the term of this Agreement, Consultant
will diligently use best efforts to provide consulting services related to
staffing, payroll, management consulting for Client, as decided upon by the
Client.
3. Term of Agreement. Consultant shall be retained on an exclusive basis
for a term of thirty-six (36) months, commencing on the date hereof.
4. Where Services Are to Be Performed. Consultant's services will be
performed at Consultant's facilities or such other places that are deemed
appropriate by Consultant.
5. Compensation. Client will pay 7,000,000 shares of KNWR common stock as a
consulting fee. The compensation shall be due with the execution of this
Agreement.
6. Reimbursement of Expenses. Client will reimburse Consultant for all
authorized expenses incurred by Consultant required in connection with this
Agreement. Reimbursement of expenses shall be made on the basis of itemized
statements submitted by Consultant and including, whenever possible, actual
bills, receipts, or other evidence of expenditures. Payment is due within ten
(10) days after delivery of statements to Client.
7. Consultant an Independent Contractor. Consultant will furnish
Consultant's services as an independent contractor and not as an employee of
Client, or of any company affiliated with Client. Consultant has no power or
authority to act for, represent, or bind Client, or any company affiliated with
Client in any manner. Consultant is not entitled to any medical coverage, life
insurance, participation in Client's savings plan, or other benefits afforded to
Client's regular employees, or those of any of Client's affiliated companies.
8. Confidential Information, Trade Secrets and Inventions. Consultant will
treat as proprietary and confidential any Confidential Information, Trade
Secrets and Inventions, belonging to Client, or affiliated companies, or any
third parties, disclosed to Consultant in the course of Consultant's services.
For purposes of this Agreement, "Confidential Information, Trade Secrets and
Inventions" means all information, processes, process parameters, methods,
practices, techniques, plans, computer programs and related documentation,
customer lists, price lists, supplier lists, marketing plans, advertising
materials, financial information, and all other compilations of information
which relate, directly or indirectly, to the business and/or operations of
Client and/or which have not been intentionally disclosed by Client to the
general public, and/or which may give the Client an opportunity to obtain an
advantage over other competitors, persons or parties, regardless of the source
from, or method or manner by which Consultant may have acquired same.
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9. Inside Information -- Securities Laws Violations. In the course of the
performance of Consultant's duties, it is expected that Consultant will receive
information that is considered material inside information within the meaning
and intent of the U.S. federal securities laws, rules, and regulations.
Consultant will not disclose this information directly or indirectly to any
third party, nor will Consultant provide advice to any other party concerning
any decision to buy, sell, or otherwise deal in securities of the Client or
those of any of Client's affiliated companies falling within the jurisdiction of
U.S. securities laws.
10. Warranty That Agreement Does Not Contemplate Corrupt Practices-Domestic
or Foreign. Consultant represents and warrants that (a) all payments under this
Agreement constitute compensation for services performed and (b) this Agreement
and all payments, and the use of the payments by Consultant, do not and shall
not constitute an offer, payment, or promise, or authorization of payment of any
money or gift to an official or political party of, or candidate for political
office in, any jurisdiction within or outside the United States. These payments
may not be used to influence any act or decision of an official, party, or
candidate in his, her, or its official capacity, or to induce such official,
party, or candidate to use his, her, or its influence with a government to
affect or influence any act or decision of such government to assist Client in
obtaining, retaining, or directing business to Client, or any person or other
corporate entity. As used in this Paragraph, the term "official" means any
officer or employee of a government, or any person acting in an official
capacity for or on behalf of any government; the term "government" includes any
department, agency, or instrumentality of a government.
11. General Provisions.
(a) Successors and Assigns. This Agreement is intended to benefit and is
binding on (i) the successors and assigns of Consultant and (ii) the heirs and
legal successors of Client.
(b) Governing Law. This Agreement shall be construed in accordance with and
governed by the laws of the State of Nevada and shall be enforceable only in any
U.S. District Court of Nevada in spite of the fact that Consultant may perform
services hereunder in various jurisdictions.
(c) Separate Enforcement of Provisions. If for any reason a part of this
Agreement is unenforceable, the remainder of the Agreement shall be enforced to
the extent possible.
(d) Modification of Agreement. This Agreement may only be modified in
writing signed by both the (i) Client and (ii) the Consultant.
(e) Effective Date. Regardless of when executed, the parties expressly
acknowledge and agree this Agreement is deemed to be effective on the date set
forth in the first paragraph of this Agreement.
(f) Entire Document. This Agreement constitutes the sole and entire
agreement among the parties with respect to the subject matter hereof and
replaces and supersedes any and all prior understandings and agreements between
the parties, whether oral or written, express or implied.
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(g) Indemnity. Each party hereby expressly agrees to indemnify and hold the
other party, its officers, directors, agents and employees, harmless from and
against any and all losses, costs, damages, claims or liabilities, of
what-soever nature, including, without limitation, attorneys' fees, arising from
(i) any breach of this Agreement or (ii) the fact that any representation made
herein by Client was false or misleading when made. Client shall indemnify and
hold Consultant harmless from any claims arising from the services performed
hereunder, or any portion thereof.
(h) Arbitration. Any controversy or claim arising out of or relating to
this Agreement, or the breach thereof, shall be resolved by binding and
specifically enforceable arbitration in accordance with the Commercial
Arbitration Rules of the American Arbitration Association, and judgment upon the
award rendered by the arbitrator may be entered in any court having jurisdiction
thereof. Any arbitration hereunder shall be held only in Reno, Nevada and
enforced only in the state district court situated therein. No appeals shall be
permitted.
(i) Execution of Agreement. This Agreement shall be deemed to have been
executed in Dana Point, California.
Consultant: TARJA MORADO
/s/ Tarja Morado
TARJA MORADO
Client: KNOWLEDGE NETWORKS, INC.
/s/ Jeffrey A. Harry
JEFFREY A. HARRY
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