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CONSULTING AGREEMENT
THIS
AGREEMENT is made as of this 1
st day
of August, 2007.
BETWEEN:
CUSTOMER ACQUISITION NETWORK, INC.
,
a Delaware corporation, with an address of 595 South Federal
Highway, Suite 600, Boca Raton, Florida 33431
(hereinafter
called the “Company”)
OF
THE FIRST PART
AND:
MICHAEL BAYBAK AND COMPANY, INC.
, a California corporation, with and address of 4515 Ocean View
Blvd., Suite 305, La Cañada, California, 91011,
U.S.A.
(hereinafter
called the “Consultant”)
OF
THE SECOND PART
WHEREAS:
A.
The
Consultant is a firm carrying on the business of providing
national media consulting services and financial community
investor relations consulting services for emerging companies
of merit;
B.
The
Company is desirous of retaining the consulting services of
the Consultant on a fixed term basis and the Consultant has
agreed to serve the Company as an independent contractor upon
the terms and conditions herewith set forth;
FOR
VALUABLE CONSIDERATION it is hereby agreed as
follows:
1.
The
Consultant shall provide media consulting services to the
company, such duties to include n ews
feature development, establishing relations with financial
advisory newsletter writers and with other trade and
advertising media interested in the Company and its innovative
Internet-based services and revenue-generation
approaches .
The Consultant shall also provide an investor relations
program of communications to the U.S. institutional, brokerage
and retail investor publics. In each case the
Consultant’s activities shall be performed under the
supervision of and with the prior approval of the Company.
Unless otherwise notified, the Consultant’s activities
shall be subject to the direction and approval of the Chief
Financial Officer of the Company. Additionally, the Consultant
shall upon request of the Company consult and advise the
Company on a variety of corporate matters on an on-going
basis, as these may relate to the above programs.
2.
The
Company may provide to Consultant copies of proposed Company
literature prior to the dissemination of such literature to
third parties. The Consultant shall not disseminate any
Company materials or documents, shall not provide any
third-party any information concerning the Company, nor
utilize such materials for its own purposes, without the prior
written approval of the Company. Consultant shall in all of
its activities publish and provide suitable disclaimers as to
the Consultants’ and affiliates’ stock ownership
in the Company and other interests that could be viewed as a
conflict of interest, and shall comply in all respects with
all federal and state rules and regulations and best practices
concerning notice and publication of disclaimers.
3.
The
term of this Agreement shall be for a period of twelve (12)
months from the date of this Agreement.
4.
The
fees for services shall be computed at a monthly rate
of US
$7,000.00 (Seven Thousand Dollars in lawful United States
currency), with the first installment payable upon the signing
of this contract, and each subsequent monthly fee component
being payable promptly in subsequent 30-day intervals.
Consultant acknowledges that Company is not presently publicly
reporting, or quoted or traded on any public securities market
or quotation service. Effective as of the date of the
Company’s combination with a company that is publicly
reporting, or quoted or traded on a public securities market
or quotation service, the Company shall cause this Agreement
to be assumed by such public company, and the Company shall be
released from all obligations hereunder. Furthermore, such
public company shall issue to Consultant a five-year warrant
exercisable for 500,000 shares of common stock of the public
company, exercisable at $2.00 per share in such form and with
such terms as are approved by the board of directors of the
public company. No warrants shall be issued or issuable by the
Company unless the company during the Term shall combine with
or itself become a publicly reporting company required to file
statements and reports with the Securities and Exchange
Commission under the federal securities laws.
5.
The
Consultant shall be responsible for the payment of its income
taxes as shall be required by any governmental entity with
respect to compensation paid by the Company to the
Consultant.
6.
During
the term of this Agreement, the Consultant shall provide its
services to the Company through Michael Baybak and through
George Duggan, and the Consultant shall ensure that Michael
Baybak and/or George Duggan will be available to provide such
services to the Company in a timely manner subject to their
availability at the time of the request.
7.
The
Consultant shall not, either during the continuance of its
contract hereunder or any time thereafter, disclose the
private affairs of the Company and/or its subsidiary or
subsidiaries, or affiliates or any secrets of the Company
and/or its subsidiary or subsidiaries or affiliates, to any
person (directly or indirectly) whether or not to the
detriment of the Company and shall not (either during the
continuance of its contract hereunder or any time thereafter)
use any information it may acquire in relation to the business
and affairs of the Company and/or its subsidiary or
subsidiaries for its own benefit or purposes (directly or
indirectly), or for any purpose other than those of the
Company as more particularly described in paragraph 1
above.
8.
Consultant
shall bill all expenses that are approved in advance by the
Company for routine communications, including phone, postage,
fax, etc., on an itemized and documented basis. For material
expenses exceeding in any single instance US $600 for any
dissemination or distribution programs or related expenses,
specific approval shall be sought in writing prior to
incurring such expenses, and these will be paid in advance by
Company prior to being incurred.
9.
The
Company agrees to indemnify and save the Consultant harmless
from any loss, costs or expenses incurred as a result of or
arising
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