CONSULTING AGREEMENT
RECITALS
CONSULTING AGREEMENT entered into this 15th of April 2002, by and between
E-Rex, Inc., a Nevada Company (the "Company"), and Kyle Kennedy ("Consultant").
WHEREAS, the Company desires to continue the consulting services of Consultant
in the areas of Business Development, Mergers and Acquisitions and Business
Strategy for the Company (the "Services") in connection the Company's business,
namely, Computer Software, Hardware, and Internet Areas (the "Business");
WHEREAS, in consideration for the Services, the Company shall issue its common
stock that shall be registered S-8 stock upon the terms and conditions
hereinafter set forth.
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:
1. PROVISION OF SERVICES
Duties of Consultant, The Consultant will provide such services and advice to
the Company so as to advise the Company in business development, mergers and
acquisitions, business strategy and corporate image. Without limiting the
generality of the foregoing, Consultant will also assist the Company in
developing, studying and evaluating acquisition proposals including establishing
potential partners for development and marketing of the companies "Dragonfly"
product, prepare reports and studies thereon when advisable, and assist in
matters of executive compensation, corporate funding and discussions pertaining
thereof. Nothing contained herein constitutes a commitment on the part of the
Consultant to find an acquisition target for the Company or, if such target is
found, that any transaction will be completed. This Agreement is not a contract
for listing services, and nothing in this Agreement will require the Consultant
to negotiate on behalf of the Company with corporations that are involved with
listings or making a market in corporate securities in the OTC markets.
Consultant would undertake such services under the direction of Carl Dilley,
Company President and CEO.
1.1 Duties Expressly Excluded. This Agreement expressly excludes the
Consultant from providing public relation services to the Company inclusive of
but not limited to (i) direct or indirect promotion of the Company's securities;
(ii) assistance in making of a market in the Company's securities. The
Consultant shall not have the power of authority to bind the Company to any
transaction without the Company's prior written consent.
2. ISSUANCE OF WARRANTS
The Company shall compensate the Consultant warrants for free trading shares of
Company's Common Stock. The Company shall issue the Consultant warrants to
purchase 5,000,000 free trading shares of the Company's Common Stock upon
execution of this agreement according to the schedule below.
The warrants will expire 90 days from the date of issue according to the
schedule below, and Consultant may exercise any available warrants in any
increments of 100,000 or more at any time prior to expiration according to the
schedule below.
The aforementioned warrants shall be executable at a $.0054 per share. The
aforementioned warrants shall be considered earned upon execution of the
agreement. The Company shall immediately file an S-8 registration including
these shares. The Company agrees to file additional S-8 registrations if
necessary to fulfill the terms of the contract.
Schedule For Compensation
Date Description Amount/Number
1. Execution Warrants at $.0054 5,000,000
3. PROPERTY
All work performed by Consultant pursuant to this Agreement in connection with
the Services or otherwise, including, without limitation, business and strategic
plans and proposals, and however rendered, electronic or otherwise, and whether
or not patentable or copyrightable (the "Products"), shall be deemed
works-made-for-hire under United States copyright law and shall be the property
of the Company. Consultant further agrees to and does hereby assign, transfer,
and convey to the Company all of Consultant's right, title and interest in and
to the Products, and in connection therewith, to execute and deliver such
documents and take other steps, in order to enable the Company, in its sole
discretion, to obtain grants of patent and registration of copyright and
trademark, both domestic and foreign, in connection with the Products.
4. CONFIDENTIAL INFORMATION
The Company has developed and is the owner of highly valuable and unique
confidential and proprietary technical information related to the Business, as
well as business and financial information related thereto (the "Confidential
Information"). Notwithstanding the foregoing, "Confidential Information" shall
not include and the provisions of this Agreement will not apply to any
information disclosed by the Company and/or Consultant (1) if such information
is demonstrated to be generally available to the public at the time of its
disclosure to Consultant; (2) after the time, if any, that such information
becomes generally available to the public without any breach by Consultant; (3)
was already in Consultant's possession at the time of disclosure to Consultant
(whether such time of disclosure is before or after the date hereof); (4) is
developed by Consultant independently of the Services; or (5) was lawfully
received by Consultant from a third party without restrictions on disclosure or
use.
Using no less effort than the Consultant would use to maintain the
confidentiality of his own confidential and proprietary information, the
Consultant shall maintain in strict confidence and shall not disclose at any
time, without the prior written consent of the Company, any of the Confidential
Information to any other person or entity, unless such information has entered
the public domain through lawful means, without violation of this Agreement, or
pursuant to requirements of law or court order.
5. SEVERABILITY
In the event that any one or more provisions herein shall for any reason be held
to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provision hereof.
6. INDEPENDENT CONTRACTOR
Consultant acknowledges and agrees that he is rendering the Services as an
independent contractor and not an employee of the Company and, accordingly, the
Company shall have no obligations to Consultant in connection with payroll
taxes, employee benefits and the like.
7. NO ASSIGNMENT
Consultant's obligations hereto with respect to provision of Services shall not
be assignable to any other person without the express written consent of the
Company.
8 MISCELLANEOUS
This Agreement (I) constitutes the entire agreement between the parties hereto
with respect to the subject matter hereof and shall supersede all prior
understandings and agreements as to such subject matter; (ii) may be amended or
modified only by a writing executed by the party against whom enforcement is
sought; (iii) shall inure to the benefit of and be binding upon the respective
heirs, administrators, personal representatives, successors and assigns of the
parties hereto; and (iv) shall be governed by and construed in accordance with
the laws of California.
IN WITNESS WHEREOF, the parties hereto have executed this Consulting Agreement
as of the date and year first above written.
CONSULTANT:
/s/ Kyle G. Kennedy
_________________________________
Name & Title: Kyle G. Kennedy
COMPANY:
/s/ Carl Dilley
_________________________________
Carl Dilley
President
E-Rex, Inc.