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CONSULTING & MARKETING
AGREEMENT BETWEEN
DONALD HANSEN
AND
GATEWAY
CONSULTING AND MARKETING AGREEMENT
THIS CONSULITNG AND MARKETING LISCENSE AGREEMENT (this "AGREEMENT")
is
between Donald Hansen (the "CONSULTANT") Gateway Distributors Ltd
(the
"COMPANY"). Consultant and the Company are also referred to in this
agreement as
the "PARTIES".
WHERAS, the Company intends to negotiate settlement of past debt
and
WHEREAS, the Company desires to utilize the services of the
Consultant to reduce
its debt; and
WHEREAS, in connection with the services to be provided by the
Consultant
pursuant to this Agreement, no agreements will be entered into by
the Consultant
on behalf of the Company without written consent of the
company.
NOW THEREFORE, in consideration of the premises and mutual
covenants set
forth in the Agreement, the parties hereby agree as follows:
1. SCOPE OF SERVICES: The Company hereby retains the Consultant
to
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promote and develop a market for the Products and Services. The
Consultant
agrees to use his best efforts during the term of this Agreement to
reduce the
Company's past debt.
2. TERM: This Agreement shall become effective as of the date
set
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forth on the signature page of this Agreement, and shall continue
for a period
of one (1) year (the "TERM"). Notwithstanding the foregoing, the
Company or the
Consultant shall be entitled to terminate this Agreement for
"cause" upon 30
days' written notice shall be effective upon mailing by first class
mail
accompanied by facsimile transmission to the Consultant at the
address and
telecopier number last provided by the Consultant to the Company,
"CAUSE" shall
be determined solely as the violation of any rule or regulation of
any
regulatory agency, and other neglect, act or omission detrimental
to the conduct
of Company or the Consultant's business, material breach of this
Agreement or
any unauthorized disclosure of any of the secrets of confidential
information of
Company, and dishonesty related to independent contractor
status.
3. LICENSE: No license or right is granted by the Company to
the
Consultant, either expressly or by implication, under any licenses
or
rights owned or controlled by the Company, except as expressly
set
forth in this Agreement.
<PAGE>
4. COMPENSATION; GRANT OF STOCK OPTION: In consideration for
the
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services to be provided by the consultant to the Company under the
terms of this
Agreement, the Company agrees to grant to the Consultant upon the
execution of
this Agreement a non-qualified stock option (the "OPTION") to
purchase up to the
number of shares (the "SHARES") of the Company's common stock ( the
"COMMON
STOCK") as set for the below which shall fully vest immediately
upon execution
of this Agreement, at an exercise price as set forth below:
Total Dollar Amount: $50,000
Percentage per Share (in US$): 70% of the preceding day close
The terms of the Option shall otherwise be set forth in a
Non-Qualified Stock
Option Agreement between the Company and the Consultant,
substantially in the
form attached as Exhibit A to this Agreement. The Company agrees to
register
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the Shares upon signing of this agreement for resale under the
Securities Act of
1933, as amended, pursuant to a registration statement filed with
the Securities
and Exchange Commission of for S-8 (or, if Form S-8 is not then
available, such
other form of registration statement available), pursuant to the
terms of such
registration set forth in the Non-Qualified Stock Option
Agreement.
5. CONFIDENTIALITY: The Consultant covenants that all
information
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concerning the Company, including proprietary information, which it
obtains as a
result of the services rendered pursuant to this Agreement shall be
kept
confidential and shall not be used by the Consultant except for the
direct
benefit of the Company nor shall the confidential information be
disclosed by
the Consultant to any third party without the prior written
approval of the
Company, provided, however, that the Consultant shall not be
obligated to treat
as confidential, or return to the Company copies of any
confidential information
that (i) was publicly known at the time of disclosure to
Consultant, (ii)
becomes publicly known or available thereafter other than by any
means in
violation of this Agreement or any other duty owed to the Company
by the
Consultant, or (iii) is lawfully disclosed to the Consultant by a
third party.
6. INDEPENDENT CONTRACTOR: The Consultant and the Company
hereby
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acknowledge that the Consultant is an independent contractor. The
Consultant
agrees not to hold himself out as, nor shall he take any action
from which
others might reasonably infer that the Consultant is a partner or
agent of, or a
joint venturer with the Company. In addition, the Consultant shall
take no
action, which, to the knowledge of the Consultant, binds, or
purports to bind,
the Company to any contract or agreement.
7. MISCELLANEOUS:
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(a) GOVERNING LAW: This Agreement shall be construed under the
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internal laws of the State of California, and the Parties agree
that the
exclusive jurisdiction for any litigation or arbitration arising
from this
Agreement shall be in Las Vegas, Nevada.
(b) SUCCESSORS AND ASSIGNS: This Agreement shall be binding
upon
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the Parties, their successors and assigns, provided, however, that
the
Consultant shall not permit any other person or entity to assume
these
obligations hereunder without the prior written approval of the
Company
which approval shall not be unreasonably withheld and written
notice of the
Company's position shall be given within ten (10) days after
approval has
been requested.
(c) COUNTERPARTS: This Agreement may be executed in two or more
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counterparts, each of which shall be deemed an original, but which
when
taken together shall constitute one agreement.
<PAGE>
(d) SEVERABILITY: If one or more provisions of this Agreement
are
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held to be unenforceable under applicable law, such provision(s)
shall be
excluded from this Agreement and the balance of this Agreement
shall be
interpreted as if such provision were excluded and shall be
enforceable in
accordance with its terms.
Address for Notices:
CONSULTANT COMPANY:
Donald Hansen Gateway Distributors Ltd
IN WITNES WHEREOF, the Parties hereto have executed or caused
this
Agreement to be executed as of the date set forth below.
CONSULTANT GATEWAY DISTRIBUTORS LTD
By: __________________________ By: ___________________
Donald Hansen Rick Bailey
Consultant President
Date: ______________ Date: ______________
<PAGE>
EXIHIBIT A
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FORM OF
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this "AGREEMENT") is
between
Donald Hansen (the "GRANTEE") and the other party named on the
signature page to
this Agreement (the "COMPANY"). Each of the Grantee and the Company
are also
referred to in this agreement as the "PARTIES".
WHEREAS, the Board of Directors of the Company (the "BOARD OF
DIRECTORS")
has authorized the grant to the Grantee, for services to be
rendered by the
Grantee as a consultant to the Compa
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