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Sharecom - Retainer Agreement For Brian Dvorak
This Retainer AGREEMENT is made by and between;
Brian Dvorak
3450 E. Russell Road
Las Vegas, Nevada 89120
E-mail:
(hereinafter referred to as "ATTORNEY"), and;
ShareCom, Inc.
c/o Brad Nordling
1251 N. Sherwood Ln.
Palatine, Illinois 60067-1884
E-mail:
aa Illinois Corporation (hereinafter referred to as "Client"). Collectively, ATTORNEY and Client are hereinafter referred to as "THE PARTIES".
WITNESSETH
WHEREAS, ATTORNEY has expertise in the representation of companies relating to federal securities and the preparation of information about private and publicly traded companies and related services; and,
WHEREAS, Client is a publicly held company with its common stock currently traded on the Over-the-Counter Bulletin Board ("OTC:BB"); and
WHEREAS, Client desires to employ and/or retain ATTORNEY to provide such services as an independent contractor, and ATTORNEY is agreeable to such a relationship and/or arrangement, and THE PARTIES desire a written document formalizing and defining their relationship and evidencing the terms of their agreement;
THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, it is agreed as follows.
DEFINITIONS AND INTERPRETATIONS
1. Captions and Section Numbers.
The headings and section references in this Retainer Agreement are for convenience of reference only and do not form a part of this Retainer Agreement and are not intended to interpret, define or limit the scope, extent or intent of this Retainer Agreement or any provisions thereof.
2. Extended Meanings.
The words "hereof", "herein", "hereunder", "hereto" and similar expressions used in any clause, paragraph or section of this Retainer Agreement and any Addendum and/or Exhibit attached to this Retainer Agreement shall relate to the whole of this Retainer Agreement including any attached Addendum and/or Exhibit and not to that clause, paragraph or section only, unless otherwise expressly provided.
3. Number and Gender.
In this Retainer Agreement words importing the masculine gender include the feminine or neuter gender and words in the singular include the plural, and vice versa.
4. Section References and Schedules.
Any reference to a particular "article", "section", "paragraph" or other subdivision of this Retainer Agreement and any reference to a schedule, addendum or exhibit by name, number and/or letter shall mean the appropriate schedule, addendum or exhibit attached to this Retainer Agreement and by such reference is incorporated into and made part of this Retainer Agreement.
AGREEMENT 5. Appointment.
Client hereby appoints ATTORNEY as its counsel and hereby retains and employs ATTORNEY upon the terms and conditions of this Retainer Agreement.
6. Engagement.
ATTORNEY hereby accepts said Retainer Agreement and agrees to represent Client as further described below and subject to the further provisions of this Retainer Agreement.
7. Authority and Description of Services.
During the term of this Retainer Agreement ATTORNEY shall furnish various professional services and advice as specifically requested by Mr. Brad Nordling, who is an authorized representative of Client, and holds the position as a major shareholder of Client. Said professional services and advice shall relate to those services, items and/or subjects described as follows:
ATTORNEY shall act, generally through Brian Dvorak, as mergers and acquisitions counsel to assist Client in preparing the necessary documentation for offering the Client's securities in a transaction exempt from federal registration when utilized in a merger or acquisition.
8. Term of Agreement.
This Retainer Agreement shall become effective upon execution hereof and shall continue thereafter and remain in effect until August 1, 2002. It is expressly acknowledged and agreed by and between THE PARTIES hereto that ATTORNEY shall not be obligated to provide any services until a specified retainer (deposit, initial fee, down-payment) of 600,000 shares of ShareCom common stock, valued at the bid price per share as of the date of this Agreement ($0.25), registered pursuant to S-8.
9. Where Services Shall Be Performed.
ATTORNEY services shall be performed at the main office location of ATTORNEY or other such designated location as ATTORNEY and Client agree are the most advantageous for the work to be performed.
10. Limitations on Services.
THE PARTIES hereto recognize that certain responsibilities and obligations are imposed by federal and state securities laws and by the applicable rules and regulations of stock exchanges, the National Association of Securities Dealers, in house due diligence or compliance departments of brokerage houses, etc. Accordingly, ATTORNEY agrees as follows:
a. ATTORNEY shall NOT release any financial or other information or data about Client without the consent and approval of Client.
c. ATTORNEY shall NOT release any information or data about Client to any selected or limited person, entity or group if ATTORNEY is aware that such information or data has not been generally released or promulgated and Client requests in writing that said information or data is not to be so released or promulgated.
11. Duties of Client.
The duties of Client are as follows:
a. Client shall supply ATTORNEY on a regular and timely basis with all approved data and information about Client its management, products and
operations and Client shall be responsible for advising ATTORNEY of any facts, which would affect the accuracy of any prior data and information previously supplied to ATTORNEY so that ATTORNEY may take corrective action.
b. Client shall promptly supply ATTORNEY with all the information required by the Due Diligence Checklist set forth in Addendum A.
c. ATTORNEY shall assist in negotiations and where necessary drafting of merger and acquisition documentation.
d. In that ATTORNEY relies on information provided by Client for a substantial part of its preparations and documentation, Client must represent that said information is neither false nor misleading, and agrees to hold harmless and indemnify ATTORNEY for any breach of these representations and covenants, and Client agrees to hold harmless and indemnify ATTORNEY for any claims relating to the purchase and/or sale of Client securities occurring out of, or in connection with, ATTORNEY's relationship with Client, including without limitation, reasonable attorneys' fees and other costs arising out of any such claims.
e. Because ATTORNEY shall rely on such information to be supplied it by Client, all such information shall be true, accurate, complete and not misleading, in all respects.
f. In that ATTORNEY shareholders, officers, employees and/or members of their families may hold a position in and engage in transactions with respect to Client securities, and in light of the fact that ATTORNEY imposes restrictions on such transactions to guard against trading on the basis of material non-public information, Client shall contemporaneously notify ATTORNEY if any information or data being supplied to ATTORNEY has not been generally released or promulgated.
g. Client shall act diligently and promptly in reviewing materials submitted to it by ATTORNEY to enhance timely distribution of the materials and shall inform ATTORNEY of any inaccuracies contained therein within a reasonable time prior to the projected or known publication date.
12. Representation and Indemnification.
Client and ATTORNEY represent and/or warrant the following.
a. Client shall be deemed to make a continuing representation of the accuracy of any and all material facts, materials, information and data, which it supplies to ATTORNEY. Client acknowledges its awareness that ATTORNEY shall rely on such continuing representation in disseminating such information and otherwise performing its functions as counsel to Client.
b. ATTORNEY, in the absence of notice in writing from Client, shall rely on the continuing accuracy of materials, information and data supplied by Client.
c. Client hereby agrees to hold harmless and indemnify ATTORNEY against any claims, demands, suits, loss, damages, etc., arising out of ATTORNEY's reliance upon the instant accuracy and continuing accuracy of such facts, materials, information and data unless ATTORNEY has been negligent in performing its duties and obligations hereunder.
d. Client shall cooperate fully and timely with ATTORNEY to enable ATTORNEY to perform its duties and obligations under this Retainer Agreement.
e. The execution and performance of this Retainer Agreement by Client has been duly authorized by the Board of Directors of Client in accordance with applicable law and to the extent required by the requisite number of shareholders of Client.
f. The execution and performance of this Retainer Agreement by ATTORNEY has been duly authorized by the Board of Directors of ATTORNEY in accordance with applicable law and to the extent required by the requisite number of shareholders of ATTORNEY.
g. The performance by Client of this Retainer Agreement shall not violate any applicable court decree or order, law or regulation, nor shall it violate any provision of the organizational documents and/or bylaws of Client or any contractual obligation by which Client may be bound.
h. The performance by ATTORNEY of this Retainer Agreement shall not violate any applicable court decree or order, law or regulation, nor shall it violate any provision of the organizational documents and/or bylaws of ATTORNEY or any contractual obligation by which ATTORNEY may be bound.
i. Client's activities pursuant to this Retainer Agreement or as contemplated by this Retainer Agreement do not constitute and shall not constitute acting as a securities broker or dealer under federal or state securities laws; any contract between Client and a potential investor in Client shall be such that Client would be acting merely as a finder or consultant with respect to such prospective investor obligations under this Agreement.
j. ATTORNEY's activities pursuant to this Retainer Agreement or as contemplated by this Retainer Agreement are specifically limited to ATTORNEY's position as counsel to Client.
k. Access to corporate documents: The minute books of Client shall be made available to ATTORNEY and reflect in all material respect the meetings and actions of the directors and stockholders of Client, since the time of its incorporation, and reflect all transactions referred to in such minutes accurately in all material respects.
l. Absence of undisclosed liabilities: Client has no material outstanding claims, liabilities, obligations or indebtedness, contingent or otherwise, whether asserted or unassorted, except as set forth in Client's latest Balance Sheet, or referred to in any of the notes thereto. Client is not in default in respect to the terms or conditions of any indebtedness.
m. Litigation: There is no action, suit, investigation, customer complaint, claim or proceeding at law or in equity by or before any arbitrator, governmental instrumentality or other agency now pending or, to Client's knowledge, threatened against or affecting Client, nor, to the best of Client's knowledge, does there existing any basis therefor. Client is not subject to any judgement, order, writ, injunction or decree of any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign. Client agrees to promptly notify ATTORNEY of the commencement of any litigation or proceedings against Client or any of its respective officers or directors in connection with or related to the business of Client.
n. Non-defaults; non-contravention: Except as set forth in the Disclosure Schedule, Client is not in default in the performance or observance of any obligation (1) under its Certificate of Incorporation, as amended, or it By-Laws, or any indenture, mortgage, contract, purchase order or other agreement or instrument to which Client is a party or by which it or any of its property is bound or affected; or (2) to any order, writ, injunction or decree of any court of any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, except for the defaults as would not, individually or in the aggregate, result in a material adverse effect on the business or operations of Client as a whole, nor which after notice or the lapse of time, would constitute, a material default under any of the foregoing.
o. Employment of officers, employees and consultants: To Client's knowledge, no third party may assert any valid claim against Client to the (1) continued employment by, or association with, Client of any of its present officers, employees or consultants, or (2) the use by Client of any information which Client would be prohibited from using under any prior agreements or arrangements or any laws applicable to unfair competition, trade secrets or proprietary information.
p. Disclosure: Neither this Agreement nor any other document, certificate or written statement to be furnished to potential Market Markers, the SEC, NASD, or Standard and Poors, by or on behalf of Client in connection with the transactions contemplated hereby contains or shall contain any untrue statement of a material fact or omits or shall omit to state a material fact necessary in order to make the statement contained herein or therein not misleading. There is no fact known to Client which adversely affects the business operations, affairs, prospects, conditions, properties or assets of Client (hereinafter "Material Facts") which has not been set forth in this Agreement. To the extent Material Facts become known to Client, subsequent to the date hereof and up and through the termination of this Agreement, such facts shall be set forth in writing to ATTORNEY.
13. Compensation.
Compensation payable to ATTORNEY in the sum of 600,000 shares of
ShareCom common stock shall be paid concurrent with the execution of
this Agreement.
14. Billing and Payment.
The monthly fees or payments shall be considered paid in full without billing. Billing and payments for optional services shall be agreed on a case by case basis. Client acknowledges and agrees that deposits, initial payments, down payments, partial payments, payments for special services, monthly fees or monthly payments sha...
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