CONSULTING
SERVICES
AGREEMENT
This
Consulting Services Agreement (the ÒAgreementÓ)
is entered into this 1st day of
January,
2008 by and between Damian Lance Kimmons, 3101 5th Street No.
2, Santa Monica, CA, 90405, (hereinafter referred to as
ÒConsultantÓ), and eDOORWAYS Corporation, a
Delaware corporation, and its successors, affiliates and
assigns, (hereinafter referred to as ÒClientÓ),
(collectively referred to as theÓ PartiesÓ) with
reference to the following:
Preliminary Statement
A.
This agreement supercedes and takes the place of the
Non-Employee Director Agreement between the parties hereto
which is dated January 1, 2007.
B. The Client
desires to be assured of the association and services of the
Consultant in order to avail itself of the Consultant’s
experience, skills, abilities, knowledge, and background to
facilitate its operations, and to advise the Client in
business and/or financial and merger/acquisition matters and
is therefore willing to engage Consultant upon the terms and
conditions set forth herein. Consultant desires to be
assured, and Client desires to assure Consultant, that, if
Consultant associates with Client and allocates its resources
necessary to provide Client with its business advisory and
consulting services, Consultant will be paid the
consideration described herein and said consideration will be
nonrefundable, regardless of the circumstances.
Consultant
agrees to be engaged and retained by Client and upon the terms
and conditions set forth herein.
NOW,
THEREFORE, in consideration of the foregoing, of the mutual
promises hereinafter set forth and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties hereto agree as
follows:
1.
Engagement ,
Client hereby engages Consultant on a non-exclusive basis, and
Consultant hereby accepts the engagement to become a business
Consultant to Client and to render advice, consultation,
information, and services to the Directors and/or Officers of
Client regarding general business matters including, but not
limited to the following:
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1.1
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Member, eDOORWAYS Board of Directors
. Consultant
agrees to serve on the Board of Directors of the Company for the
Term of this Agreement. Consultant is and shall remain a
non-employee of the Client. Consultant and any agents or
employees of Consultant shall not act as an officer or employee of
Client. Consultant has no authority to assume or create
any commitment or obligation on behalf of, or to bind, Client in
any respect in an individual capacity.
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1.2
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Director, "Net Generation" Business Development .
Consultant agrees to assume primary responsibility for the
extension and implementation of the eDOORWAYS brand into
the "Net Generation" market. Here, "Net Generation"
shall refer to young adult consumers who currently are familiar
with and actively use the Internet and its
services. Consultant assumes the lead role in the
creation of all marketing, advertising and other strategic elements
required in implementing the brand, subject to the approval of
eDOORWAYS executive management.
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1.3
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eDOORWAYS Brand Implementation . Consultant
agrees to assist in the development, implementation, and launch of
the eDOORWAYS brand as required by Client. From time to
time, executive management of Client may ask for the assistance of
Client as the company launches the eDOORWAYS
brand. Consultant shall, the best extent of his
abilities, render such assistance as required.
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1.4
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Standard of Performance .
Consultant shall devote such time and efforts to the affairs of the
Client as is reasonably necessary to render the services
contemplated by this Agreement. The time frame for completion of
any work or task of Consultant provided for herein which requires
Client to provide certain information to assist Consultant in
completion of the work shall be extended (without effect upon any
obligation of Client) until such time as Client has fully provided
all information and cooperation necessary for Consultant to
complete the work. The services of Consultant shall not include the
rendering of any legal opinions or the performance of any work that
is in the ordinary purview of a certified public accountant, or
other licensed professional. Consultant cannot guarantee results on
behalf of Client, but shall use commercially reasonable efforts in
providing the services listed above.
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2.
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Compensation to Consultant
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a.
Member, Board of Directors - Monthly Retainer Fee
.
Client shall pay Consultant a monthly retainer fee of two thousand
five hundred dollars ($2,500), the first of which payments shall be
due and payable upon execution of this Agreement. Subsequent
payments shall be due and payable on the first of each month
following execution of this Agreement for the entire term of this
Agreement. In addition, Client shall pay Consultant the
additional sum of thirty thousand dollars ($30,000) for services
performed under the original Non-Employee Board Agreement that was
initiated on January 1st, 2007. Payment of both the
monthly retainer fee and the additional sum may be made by Client
according to the terms of Paragraph 2.d. below.
b.
Director, "Net Generation" Monthly Retainer Fee.
. Client shall pay Consultant a monthly retainer fee of
seven thousand dollars ($7,000), the first of which payments shall
be due and payable upon execution of this Agreement. Subsequent
payments shall be due and payable on the first of each month
following execution of this Agreement for the entire term of this
Agreement. Client shall also pay Consultant the
additional sum of twenty-one thousand dollars ($21,000.00) for
Paragraph "2b" services rendered by Consultant during the fourth
quarter of 2007. Payment of both the monthly retainer
fee of $7,000 and the additional sum of $21,000 may be made by
Client according to the terms of Paragraph
2.d below.
c, Fundraising
Commission. Client agrees to pay Consultant the sum
of eight thousand dollars ($8,000) as commission due and
payable to Consultant for his role in procuring $80,000 in
investment capital to satisfy the company's December, 2007
operating requirements. Payment of the $8,000
commission may be made by Client according to the terms of
Paragraph 2.d below.
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d.
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Form
of Retainer Fee Payment . For each monthly
retainer fee payment, Consultant may elect to receive payment in
the form of common stock of eDOORWAYS Corporation or its
successor(s) rather than in a cash payment. In the event that
Consultant elects to receive common stock, the issuance of said
shares shall be registered with the U.S. Securities and Exchange
Commission on its Form S-8 or similar registration within five days
of delivery of such stock to Consultant. The number of shares to be
received by Consultant shall be calculated by dividing the amount
of the monthly retainer fee payment by the average trading price
for the five days prior to the date payment is due.
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Payment
of the original sum of $30,000 described in Paragraph 2.a.
above may also be made in cash or common stock as described in
this Paragraph. Should Consultant elect to receive
cash, the timing of the cash payment shall be determined by
Client.
Payment
of the original sum of $21,000 described in Paragraph 2.b.
above may also be made in cash or common stock as described in
this Paragraph. Should Consultant elect to receive
cash, the timing of the cash payment shall be determined by
Client.
e.
Share
Fee . As compensation under this Agreement,
Consultant will receive at the Consultant’s election and
option, and as previously specified in the Non-Employee
Director Agreement dated January 1, 2007, five
hundred thousand (500,000) shares of the Company’s
Common Stock, $0.001 par value (the “Shares”), a
non-employee director stock option to purchase five hundred
thousand (500,000) shares, or a Warrant to purchase five
hundred thousand (500,000) shares. Any option
or warrant issued pursuant to this agreement will contain a
provision for the cashless exercise of said option or
warrant. The price of any Shares issued or
p
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