Exhibit
10.1
INDEPENDENT
CONSULTING AGREEMENT
This Independent Consulting
Agreement (“Agreement”), effective as of the 15
th
day of March, 2009
(“Effective Date”) is entered into by and between
Enable Holdings, Inc.,
a Delaware corporation (herein referred to as the
“Company”), and Salzwedel Financial Communications,
Inc ., an Oregon corporation (herein referred to as the
“Consultant”).
RECITALS:
WHEREAS, the Company is a
publicly-held corporation with its common stock traded on the
OTCBB;
WHEREAS, Company desires to engage
the services of Consultant to represent the Company in investors'
communications and public relations with existing shareholders,
brokers, dealers and other investment professionals as to the
Company's current and proposed activities, and to consult with
management concerning such Company activities;
NOW THEREFORE, in consideration of
the promises and the mutual covenants and agreements hereinafter
set forth, the parties hereto covenant and agree as
follows:
1.
Term of Consultancy
. Company hereby agrees to
retain the Consultant to act in a consulting capacity to the
Company, and the Consultant hereby agrees to provide services to
the Company commencing immediately and ending on March 15, 2010
unless otherwise terminated earlier as provided
herein.
2.
Duties of Consultant
. The Consultant agrees that
it will generally provide the following specified consulting
services through its officers and employees during the term
specified in Section 1, above.
(a)
Consult with and assist the Company in
developing and implementing appropriate plans and means for
presenting the Company and its business plans, strategy and
personnel to the financial community, establishing an image for the
Company in the financial community, and creating the foundation for
subsequent financial public relations efforts;
(b)
Introduce the Company to the financial
community, including, but not limited to, retail brokers, buy side
and sell side institutional managers, portfolio managers, analysts
and financial public relations professionals;
(c)
With the cooperation of the Company,
maintain an awareness during the term of this Agreement of the
Company's plans, strategy and personnel, as they may evolve during
such period, and consult and assist the Company in communicating
appropriate information regarding such plans, strategy and
personnel to the financial community;
(d)
Assist and consult the Company with
respect to its (i) relations with stockholders, (ii) relations with
brokers, dealers, analysts and other investment professionals, and
(iii) financial public relations generally;
(e)
Perform the functions generally assigned
to stockholder relations and public relations departments in major
corporations, including responding to telephone and written
inquiries (which may be referred to the Consultant by the Company);
reviewing press releases before they are released by the Company as
well as reports and other communications with or to shareholders,
the investment community and the general public; consulting with
respect to the timing, form, distribution and other matters related
to such releases, reports and communications; and, at the
Company’s request and subject to the Company’s securing
its own rights to the use of its names, marks and logos, consulting
with respect to corporate symbols, logos, names, the presentation
of such symbols, logos and names, and other matters relating to
corporate image;
(f)
Upon and with the Company's direction and
written approval, disseminate information regarding the Company to
shareholders, brokers, dealers, other investment community
professionals and the general investing public;
(g)
Upon and with the Company's direction,
conduct meetings, in person or by telephone, with brokers, dealers,
analysts and other investment professionals to communicate with
them regarding the Company's plans, goals and activities, and
assist the Company in preparing for press conferences and other
forums involving the media, investment professionals and the
general investment public;
(h)
At the Company's request, review business
plans, strategies, mission statements budgets, proposed
transactions and other plans for the purpose of advising the
Company of the public relations implications thereof;
and
(i)
Otherwise perform as the Company's
consultant for public relations and relations with financial
professionals.
3.
Allocation of Time and
Energies . The
Consultant hereby promises to perform and discharge faithfully the
responsibilities which may be assigned to the Consultant from time
to time by the officers and duly authorized representatives of the
Company in connection with the conduct of its financial and public
relations and communications activities, so long as such activities
are in compliance with applicable securities laws and regulations.
Consultant and staff shall diligently and thoroughly provide the
consulting services required hereunder. Although no specific
hours-per-day requirement will be required, Consultant and the
Company agree that Consultant will perform the duties set forth
herein above in a diligent and professional manner. The parties
acknowledge and agree that a disproportionately large amount of the
effort to be expended and the costs to be incurred by the
Consultant and the benefits to be received by the Company are
expected to occur within or shortly after the first two months of
the effectiveness of this Agreement. It is explicitly understood
that neither the price of the Company’s common stock, nor the
trading volume of the Company’s common stock hereunder
measure Consultant’s performance of its duties. It
is also understood that the Company is entering into this Agreement
with Consultant, a corporation and not any individual member or
employee thereof, and, as such, Consultant will not be deemed to
have breached this Agreement if any member, officer or director of
the Consultant leaves the firm or dies or becomes physically unable
to perform any meaningful activities during the term of the
Agreement, provided the Consultant otherwise performs its
obligations under this Agreement.
4.1 (a)
For undertaking this engagement, for
previous services rendered, and for other good and valuable
consideration, the Company agrees to issue, or have issued, to the
Consultant a “Commencement Bonus” of:
(i)
Nine Hundred Thousand (900,000) shares of
the Company’s Common Stock (“Common Stock” and
such shares, collectively, the “Shares”);
and
(ii)
a 5-year warrant to purchase three
million (3,000,000) shares of Common Stock at $0.25 per
share.
|
|
This Commencement Bonus shall be
fully paid and non-assessable and stock certificates representing
the Commencement Bonus shall be issued and delivered to Consultant
as promptly as possible and not later than April 15,
2009 Additionally the Company agrees to pay Consultant
the sum of $8000.00 cash per month due and payable on the 15th of
each month of this Agreement.
|
(b)
Consultant agrees that the Company may,
in its sole discretion, cause one or more shareholders of the
Company to deliver any of or all of the Shares to be issued and
delivered to Consultant hereunder.
4.2
The Company understands and agrees that
Consultant has foregone significant opportunities to accept this
engagement and that the Company derives substantial benefit from
the execution of this Agreement and the ability to announce its
relationship with Consultant. The Commencement Bonus,
therefore, constitutes payment for Consultant’s agreement to
consult to the Company and is a nonrefundable, non-apportionable,
and non-ratable retaine