Exhibit 10.51
CONSULTING AGREEMENT
THIS AGREEMENT is entered into as of March 1, 2002 between JLB
EQUITIES, INC., a Delaware corporation (the "Consultant") and THE CREDIT STORE,
INC., a Delaware corporation (the "Corporation").
WHEREAS, the Corporation desires to engage the services of the
Consultant, and the Consultant is willing to render services to the Corporation
upon the terms and conditions herein set forth.
NOW, THEREFORE, in consideration of the mutual promises set forth
herein, the parties agree as follows:
1. Services. During the term of this Agreement, as set forth in Section
3 hereof, the Consultant shall make Jay L. Botchman available to perform such
consulting services for the Corporation, provided, however, that the Jay L.
Botchman shall not be required to render more than fifty (50) hours of
consulting services per month to the Corporation. Subject to the fifty hour per
month constraint set forth in the prior sentence, the Jay L. Botchman shall
perform the consulting services upon reasonable notice at such times and such
places as may be reasonably designated by the President of the Corporation. Upon
the request of the Corporation any additional consulting services (over the
fifty hours referred to) shall be performed at a mutually agreed upon time,
place and compensation.
2. Compensation and Expenses.
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(a) The Corporation shall compensate the Consultant at a rate
equal to $25,000.00 per month (the "Consulting Fee") during the term of this
Agreement. The Corporation shall pay the Consultant the Consulting Fee on a
quarterly basis in advance.
(b) The Corporation shall reimburse the Consultant for all direct
out-of-pocket expenses of the Consultant actually and reasonably incurred in
connection with the performance of services under this Agreement, including
expenses relating to travel expenses, long distance telephone charges, postage
and delivery charges and other similar expenses.
(c) The Consultant shall submit invoices to the Corporation from
time to time during the term of this Agreement, specifying the amount of
expenses incurred by the Consultant in accordance with this Section 2. The
invoices shall include receipts for each out-of-pocket expenditure of $100.00 or
more. The Corporation shall remit payment for such expenses within fifteen (15)
days after receipt of any such invoices submitted in compliance with the
foregoing.
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3. Term of Agreement. Subject to the termination provisions set forth
in Section 4 hereof, this Agreement shall have a term of one year commencing on
March 1, 2002, and ending on February 28, 2003.
4. Termination. This Agreement may be terminated by the mutual written
consent of the Corporation and the Consultant and the Corporation shall make all
payments required by this Agreement through the date of such termination.
5. Independent Status; Indemnification. (a) The relationship of the
Consultant to the Corporation hereunder shall be that of an independent
contractor. Nothing in this Agreement is intended or shall be construed to
constitute the Consultant a common law employee, agent or partner of the
Corporation nor shall the Consultant have authority to bind the Corporation in
any respect.
(b) The Consultant shall not be treated as an employee for United
States federal or state tax purposes with respect to the services performed
pursuant to this Agreement.
(c) Nothing in this Agreement shall be construed to prevent the
Consultant from concurrently providing any services to persons other than the
Corporation, and the Corporation specifically acknowledges that the Consultant
is or may be currently providing services to persons other than the Corporation.
(d) The Corporation shall, to the fullest extent permitted by
law, indemnify and hold harmless the Consultant against any loss, liability,
claim, damage and expense, including reasonable attorneys' fees and the other
cost of defense, incurred in the course of the performance in good faith by the
Consultant of any services hereunder. Any legal fees incurred by the Consultant
in the enforcement of this or any other provision of this Agreement shall be
promptly reimbursed by the Corporation as the same are incurred.
6. Assignment. The Consultant, except with the prior consent of the
Corporation, may not assign this Agreement.
7. Confidential Information. Consultant shall use material non-public
information provided to Consultant (either orally or in writing) by the
Corporation ("Confidential Information") solely for the purpose of providing
advice to the Corporation, and for no other purpose. Consultant shall keep all
Confidential Information secret and confidential and shall not disclose it to
anyone outside of the Corporation without the prior authorization of the
Corporation. Upon notice from the Corporation to Consultant (i) Consultant will
either destroy or return to the Corporation the Confidential Information which
is in tangible form, including any copies which Consultant may have made, and
Consultant will destroy all abstracts, summaries thereof or references thereto
in Consultant's documents, and certify to the Corporation that Consultant have
done so, and (ii) Consultant will not use the Confidential Information for any
purpose whatsoever.
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8. Notices. All notices provided for hereunder shall be mailed by
first-class mail, postage prepaid, or transmitted by telegram, telecopier, telex
or hand delivery, addressed as follows:
If to the Corporation:
The Credit Store, Inc.
3401 North Louise Avenue
Sioux Falls, S.D. 57107
Attention: Chief Financial Officer
If to the Consultant:
J.L.B. Equities, Inc.
555 White Plains Road
2nd Floor
Tarrytown, NY 10591
Each party may designate by notice in writing as aforesaid a new addresses to
which any notice may be given, served or sent. Each notice which shall be mailed
or transmitted in the manner described above shall be deemed sufficiently given,
served, sent or received for all purposes at such time as it is delivered to or
received by the addressee, or at such time as delivery is refused by the
addressee upon presentation.
9. Changes. No modification, amendment or waiver of any provision of
this Agreement or termination of this Agreement shall be effective unless
reduced to writing and signed by both parties. The Corporation's or Consultant's
failure at any time to enforce any of the provisions of this Agreement shall in
no way be construed as a waiver of any such provision and shall not affect the
right of the Corporation or the Consultant thereafter to enforce any such
provision in accordance with its terms.
10. Applicable Law. This Agreement and the rights and obligations of
the parties hereunder shall be construed, interpreted and enforced in accordance
with, and governed by the laws of the State of South Dakota, (exclusive of the
choice of laws rules thereof.)
11. Entire Agreement. This Agreement constitutes the entire agreement
between the parties with respect to the subject matter of this Agreement, and
this Agreement supersedes all prior understandings and agreements with respect
to the matters provided for herein.
IN WITNESS WHEREOF, this Agreement has been executed by each party's
duly authorized officer as of the date first above written.
JLB EQUITIES, INC.
By /s/ Jay L. Botchman
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Jay L. Botchman, President
THE CREDIT STORE, INC.
By /s/ Kevin T. Riordan
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Kevin T. Riordan