CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT is entered into between Cal Bay International,
Inc., a Nevada Corporation (the "Company"), and Ernest H. Rankin, III, (the
"Consultant"), effective this 28th day of August, 2002.
WITNESSETH:
WHEREAS, the Company desires to retain the services of the Consultant and
the Consultant desires to provide services to the Company upon the terms and
conditions provided herein.
NOW, THEREFORE, in consideration of the premise and the covenants
hereinafter contained, the parties agree as follows:
1. CONSULTING SERVICES. The Consultant agrees to provide consulting
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services to the Company during the term of this Agreement. The nature
of services to be Provided include:
i. Website and marketing services
2. EXTENT OF SERVICES. The Consultant shall personally provide the
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consulting services Described herein. The Company understands that the
nature of the services to be provided are part time and that the
Consultant will be engaged in other business and consulting activities
during the term of this Agreement.
3. TERM. The term of this Agreement shall commence as of the date hereof
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and shall Continue through December 31, 2002, unless sooner terminated
as provided herein.
4. CONSIDERATION. In consideration of the execution of the Agreement, and
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the performance of his obligations hereunder, the Consultant shall
receive a fee of 20,000 registered common shares of the Company. Of
the 20,000 shares, 13,785 shares are for payment for services already
rendered and an additional 6,125 shares shall be used as a retainer
for future services.
5. EXPENSES. The Company shall pay or reimburse the Consultant for all
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reasonable travel, business and miscellaneous expenses incurred by the
Consultant in performing its duties under this Agreement, subject to
prior approval.
6. STATUS. Except as otherwise may be agreed, the Consultant shall at all
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times be in an independent contractor, rather than a co-venturer,
agent, employee or representative of the Company.
7. NOTICES. Any notice required or desired to be given under this
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Agreement shall be in writing and shall be deemed given when
personally delivered or sent by certified or registered mail or
overnight courier to the following addresses, or such other address as
to which one part may have notified the other in such manner.
If to the Company: Cal Bay International, Inc.
Attn: Robert Thompson
1582 Parkway Loop, Suite G
Tustin, CA 92780
If to the Consultant: Ernest H. Rankin, III
1080 Woodcock Road, Suite 276
Orlando, Florida 32802
8. APPLICABLE LAW. The validity, interpretation and performance of this
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Agreement shall be controlled by and construed under the laws of the
State of Nevada without regard to its conflict of law provisions.
9. BINDING EFFECT. This Agreement shall be binding upon the parties and
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their respective personal representatives, successors, and assigns.
10. ENTIRE AGREEMENT. This Agreement contains the entire understanding of
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the parties with respect to its subject matter. It may not be changed
orally but only by an agreement in writing signed by the party against
whom enforcement of any waiver, change, modification, extension, or
discharge is sought.
IN WITNESS WHEREOF, each of the parties has executed this Agreement on the date
first above written.
CAL BAY INTERNATIONAL, INC.
/S/ CHARLES A. PREBAY
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BY:
CHARLES A. PREBAY, VICE-PRESIDENT
/S/ ERNEST H. RANKIN
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BY:
ERNEST H. RANKIN III, CONSULTANT