-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FdbOXALMvKDwYTg1GROYP0mV0ieid23rj6dIM8hhsti8GoFCI1dSMBqriXGUdgVw CiJRn4A5eIsLwkiIcNDsVg== 0001163632-02-000079.txt : 20020426 0001163632-02-000079.hdr.sgml : 20020426 ACCESSION NUMBER: 0001163632-02-000079 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20020426 EFFECTIVENESS DATE: 20020426 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IBIZ TECHNOLOGY CORP CENTRAL INDEX KEY: 0001079893 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER TERMINALS [3575] IRS NUMBER: 860933890 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-87000 FILM NUMBER: 02621592 BUSINESS ADDRESS: STREET 1: 1919 WEST LONE CACTUS CITY: PHOENIX STATE: AZ ZIP: 85201 BUSINESS PHONE: 6239200 MAIL ADDRESS: STREET 1: 1919 WEST LONE CACTUS CITY: PHOENIX STATE: AZ ZIP: 85201 S-8 1 doc1.txt As filed with the Securities and Exchange Commission on April____, 2002 Reg. No. 33 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _________________________________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ___________________________________ IBIZ TECHNOLOGY CORPORATION (Exact name of registrant as specified in its charter) Florida 86-0933890 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2238 West Lone Cactus Drive, #200, Phoenix, AZ 85021 (623) 492-9200 (Address of principal executive offices) ________________________________________________ ADVISORY AND CONSULTING AGREEMENTS (Full title of plan) Barry Clark Mark Baum ________________________________ Kenneth Shilling President/CEO 2238 West Lone Cactus Drive, #200 Phoenix, AZ 85021 (Name and address of agent for service) (623) 492-9200 (Telephone number, including area code of agent for service) Copy to: The Baum Law Firm Mark L. Baum, Esq. City National Bank Building 4274 Executive Square Second Floor, Suite 210 La Jolla, California 92037 (858) 638-7878
CALCULATION OF REGISTRATION FEE ------------------------------- Proposed maximum Proposed maximum Title of securities. Amount to be offering price Aggregate offering Amount of to be registered . . Registered (1) per share Price (2) Registration fee - -------------------- ----------------- ----------------- -------------------- ----------------- Common Stock (.001 par value) . . 35,000,000 $ .01 $ 350,000 $ 87.50 - -------------------- ----------------- ----------------- -------------------- -----------------
(1) Represents 35,000,000 shares underlying options being granted to consultants. (2) Estimated solely for the purpose of determining the amount of registration fee and pursuant to Rules 457(c) and 457(h) of the General Rules and Regulations under the Securities Act of 1993. PART I The document(s) containing the information specified in Part I will be sent or given to employees as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act"). Such documents are not being filed with the Securities and Exchange Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act. Such documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference The following documents filed by iBIZ Technology Corporation (the "Company") with the Securities and Exchange Commission (the "Commission") (SEC File Number 000-27619) are incorporated by reference herein, except to the extent that any statement or information therein is modified, superceded or replaced by a statement or information contained in any other subsequently filed document incorporated herein by reference: (a) the Company's annual report on Form 10-KSB for the fiscal year ended October 31, 2001 filed on February 27, 2002; (b) the Registrant's Form 10SB-12G filed on December 15, 1999 and all other reports filed by the Company pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since December 15, 1999 through the date hereof; (c) any document filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date hereof, but prior to the filing of a post-effective amendment to this Registration Statement which indicates that all shares of Common Stock registered hereunder have been sold or that deregisters all such shares of Common Stock then remaining unsold, such documents being deemed to be incorporated by reference herein and to be part hereof from the date of filing of such documents. Item 4. Description of Securities Not applicable. Item 5. Interests of Named Experts and Counsel Mark L. Baum, Esq., does consulting work for iBIZ Technology Corporation from time to time. Specifically, Mr. Baum is currently engaged to perform various services or the Registrant, and he shall assist in the efforts so stated in the consulting agreement attached hereto. For his efforts, Mr. Baum is being compensated through stock options in the amounts stated in the same consulting agreement. Item 6. Indemnification of Directors and Officers iBIZ's Articles of Incorporation, as amended, provide to the fullest extent permitted by Florida law, a director or officer of iBIZ shall not be personally liable to iBIZ or its shareholders for damages for breach of such director's or officer's fiduciary duty. The effect of this provision of iBIZ's Articles of Incorporation, as amended, is to eliminate the right of iBIZ and its shareholders (through shareholders' derivative suits on behalf of iBIZ) to recover damages against a director or officer for breach of the fiduciary duty of care as a director or officer (including breaches resulting from negligent or grossly negligent behavior), except under certain situations defined by statute. iBIZ believes that the indemnification provisions in its Articles of Incorporation, as amended, are necessary to attract and retain qualified persons as directors and officers. Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Securities Act") may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. Experts The consolidated financial statements of the Company appearing in the Company's Annual Report (Form 10-KSB) for the year ended October 31, 2001 have been audited by Moffitt & Co., certified public accounts, as set forth in their report thereon included therein and incorporated herein by reference. Reference is made to said report, which includes explanatory paragraphs that describe the Company's ability to continue as a going concern, discussed in the notes to the Company's Consolidated Financial Statements. Such financial statements are incorporated herein in reliance upon the reports of Moffitt & Co., CPA, pertaining to such financial statements (to the extent filed with the Commission) given upon the authority of such firm as experts in giving such reports. Item 7. Exemption from Registration Claimed Not applicable. Item 8. Exhibits The Exhibits to this registration statement are listed in the index to Exhibits on page 9. Item 9. Undertakings (a) The undersigned registrant hereby undertakes: (1) To file during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933: (ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement: (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that paragraph (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraph is contained in periodic reports filed by the Company pursuant to Section 13 or Section 15 (d) of the Exchange Act that are incorporated by reference in this Registration Statement. (2) That for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendments shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by mean of a post-effective amendment any of the securities being registered hereunder that remain unsold at the termination of the offering. (b) The undersigned Company hereby undertakes that for purposes of determining any liability under the Securities Act of 1933, each filing of the company's annual report pursuant to Section 13 (a) or Section 15 (d) of the Securities and Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities and Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Company pursuant to the above-described provisions or otherwise, the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing a Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, State of California on April 16, 2002. IBIZ Technology Corporation /s/ Kenneth Shilling ------------------------ Kenneth Shilling, President/CEO POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mark L. Baum, each of them acting individually as his attorney-in-fact, each with full power of substitution and re-substitution, for him in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith as fully to al intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Signature Title Date - --------- ----- ---- /s/ Kenneth Shilling President/CEO April 16, 2002 - ---------------------- Kenneth Shilling INDEX TO EXHIBITS Exhibit Sequentially NO. Description Numbered Pages - --- ----------- --------------- 4.1 Consulting Agreements (a) Barry Clark (b) Mark Baum 5.1 Opinion of Counsel, regarding the legality of the securities registered hereunder. 23.1 Consent of Moffitt & Co., CPA. 23.2 Consent of Counsel (included as part of Exhibit 5.1) 24 Power of Attorney (Contained within Signature Page) EX-4.1 3 doc2.txt Exhibit 4.1 Advisory and Consulting Agreements Number of Shares and Options -------------------------------- 4.1 (a) Barry Clark 5,000,000 (b) Mark Baum 30,000,000 ---------- 35,000,000 EX-4.1(A) 4 doc3.txt Exhibit 4.1 (a) CONSULTING AGREEMENT -------------------- This Consulting Agreement ("Agreement") is to be effective as of the 16th day of April 2002, by and between iBIZ Technology Corporation, ("Company"), with offices located at 1919 West Lone Cactus Drive, Phoenix, Arizona 85021 and Barry R. Clark ("Consultant"), an individual, having his principal address at 375 Walnut Avenue, Suite G, Carlsbad, CA 92008. For the purposes of this Agreement, either of the above shall be referred to as a "Party" and collectively as the "Parties". The Parties hereby agree as follows: 1. APPOINTMENT OF BARRY R. CLARK. Company hereby appoints Consultant and Consultant hereby agrees to render services to Company as a Marketing and Sales Representative. 2. SERVICES. During the term of this Agreement, Consultant shall provide advice to undertake for and consult with the Company concerning management of sales and marketing resources, consulting, strategic planning, corporate organization and structure, financial matters in connection with the operation of the businesses of the Company, expansion of services, acquisitions and business opportunities, and shall review and advise the Company regarding its and his overall progress, needs, and condition. Consultant agrees to provide on a timely basis the following enumerated services plus any additional services contemplated thereby: (a) The implementation of short-range and long-term strategic planning to fully develop and enhance the Company's assets, resources, products, and services; (b) The implementation of a marketing program to enable the Company to broaden the markets for its services and promote the image of the Company and its products and services; (c) Advise the Company relative to the recruitment and employment of key executives consistent with the expansion of operations of the Company; and (d) The identification, evaluation, structuring, negotiating, and closing of joint ventures, and strategic alliances. 2.5 TERM. The term ("Term") of this Consulting Agreement shall be for a period of four (4) months commencing on the date hereof. The contract will automatically be extended for an additional three (3) months. Either party hereto shall have the right to terminate this Agreement upon thirty (30) days prior written notice to the other party after the first three (3) months. 3. COMPENSATION. See Attachment "A". 4. CONFIDENTIALITY. Consultant will not disclose to any other person, firm or corporation, nor use for its own benefit, during or after the Term of this Consulting Agreement, any trade secrets or other information designated as confidential by Company which is acquired by Consultant in the course of performing services hereunder. Any financial advice rendered by Consultant pursuant to this Consulting Agreement may not be disclosed in any manner without the prior written approval of Company. 5. INDEMNIFCATION. Company, its agents or assigns hereby agree to indemnify and hold Consultant harmless from and against all losses, claims, damages, liabilities, costs or expenses (including reasonable attorney's fees, collectively the "Liabilities"), joint and several, arising from the performance of this Consulting Agreement, whether or not Consultant is party to such dispute. This indemnity shall not apply, however, and Consultant shall indemnify and hold Company, its affiliates, control persons, officers, employees and agents harmless from and against all liabilities, where a court of competent jurisdiction has made a final determination that Consultant engaged in gross recklessness and willful misconduct in the performance of its services hereunder. 6. INDEPENDENT CONTRACTOR. Consultant and Company hereby acknowledge that Consultant is an independent contractor. Consultant shall not hold itself out as, nor shall it take any action from which others might infer that it is an agent of or a joint venture of Company. 7. MISCELLANEOUS. This Consulting Agreement sets forth the entire understanding of the Parties relating to the subject matter hereof, and supersedes and cancels any prior communications, understandings and agreements between the Parties. This Consulting Agreement is non-exclusive and cannot be modified or changed, nor can any of its provisions be waived, except by written agreement signed by all Parties. This Consulting Agreement shall be governed by the laws of the State of California without reference to the conflict of law principles thereof. In the event of any dispute as to the Terms of this Consulting Agreement, the prevailing Party in any litigation shall be entitled to reasonable attorney's fees. 8. NOTICES. Any notice required or permitted hereunder shall be given in writing (unless otherwise specified herein) and shall be deemed effectively given upon personal delivery or seven business days after deposit in the United States Postal Service, by (a) advance copy by fax, (b) mailing by express courier or registered or certified mail with postage and fees prepaid, addressed to each of the other Parties thereunto entitled at the following addresses, or at such other addresses as a Party may designate by ten days advance written notice to each of the other Parties at the addresses above and to the attention of the persons that have signed below. Please confirm that the foregoing sets forth our understanding by signing the enclosed copy of this Consulting Agreement where provided and returning it to me at your earliest convenience. All Parties signing below do so with full authority: PARTY RECEIVING SERVICES: PARTY PROVIDING SERVICES: IBIZ TECHNOLOGY CORPORATION BARRY R. CLARK, AN INDIVIDUAL /s/ Kenneth Shilling /s/ Barry Clark - ---------------------- ----------------- Kenneth Shilling Barry R. Clark, an individual ATTACHMENT "A" -------------- PAYMENT FOR SERVICES: A. For the services rendered and performed by Barry R. Clark during the term of this Agreement, Company shall, upon acceptance of this Agreement: Pay to Barry R. Clark five million (5,000,000) free-trading shares of IBIZ stock for four (4) months of service. Accepted with full authority: IBiz Technology Corporation By: /s/ Kenneth Shilling ---------------------- Kenneth Shilling EX-4.1 (B) 5 doc4.txt Exhibit 4.1 (b) CONSULTING AGREEMENT This Consulting Agreement (the "Consulting Agreement" or "Agreement") is made as of this April 16th, 2002 by and between Mark L. Baum (hereinafter referred to as "Consultant"), an individual, having his principle address at 3202 Fondren Road, Houston, Texas 77063 and iBIZ Technology Corporation (hereinafter referred to as the "Company") with offices at 2238 West Lone Cactus Drive, Phoenix, Arizona 85021. WITNESSETH WHEREAS, the Company desires to retain the services of Consultant relating specifically to strategic planning and business development, management and operational efficiency and other advisement related to merger and acquisition advisement, legal matters advisement and other and investment banking services, all in connection with the going forward operation of its business; and WHEREAS, Consultant is qualified and willing to provide the Company with the aforementioned services; and WHEREAS, the Company wishes to induce Consultant to provide these consulting services to the Company; and NOW, THEREFORE, in consideration of the mutual covenants hereinafter stated, it is agreed as follows: 1. APPOINTMENT. ----------- The Company hereby engages Consultant and Consultant agrees to render services to the Company as a consultant upon the terms and conditions hereinafter set forth. 2. TERM. ---- The term of this Consulting Agreement began as of the date of this Agreement, and shall terminate 180 days hence, unless terminated or extended in accordance with a valid provision contained herein, or unless extended by a subsequent agreement between the parties. 3. SERVICES. -------- a. The Company is desirous of the Consultant to specifically engage in advisement with respect to the identification, evaluation, structuring, negotiating and closing of mergers and acquisitions and advice with regard to the ongoing managing and operating of such acquisitions upon consummation thereof. Although the Consultant has offered to work on such efforts for compensation to be based upon his success with respect to said efforts, the Company believed it was in its best interest to retain the services of the Consultant for a specific term, and to compensate Consultant with stock options. b. Additionally, during the term of this Agreement, Consultant shall provide advice to undertake for and consult with the Company concerning management of sales and marketing resources, consulting, strategic planning, corporate organization and structure, financial matters in connection with the operation of the businesses of the Company, expansion of services, mergers and acquisitions and other business opportunities. Consultant agrees to provide, on a timely basis, as agreed with the Company, the following enumerated services plus any additional services contemplated thereby: (i) The implementation of short-range and long-term strategic planning to fully develop and enhance the Company's assets, resources, products and services; (ii) The implementation of a marketing program to enable the Company to broaden the markets for its services and promote the image of the Company and its products and services; (iii) The identification, evaluation, structuring, negotiating and closing of joint ventures, and strategic alliances and advice with regard to the ongoing management of such efforts; and (iv) Advice and recommendations regarding existing corporate financing including the structure, terms and content of existing bank loans, institutional loans, private debt funding, mezzanine financing, blind pool financing and other preferred and common stock equity private or public financing. DUTIES OF THE COMPANY. ------------------------ The Company shall provide Consultant, on a regular and timely basis, with all approved data and information about it, its subsidiaries, its management, its products and services and its operations as shall be reasonably requested by Consultant, and shall advise Consultant of any facts which would affect the accuracy of any data and information previously supplied pursuant to this paragraph. The Company shall promptly supply Consultant with full and complete copies of all financial reports, all filings with all federal and state securities agencies; with all data and information supplied by any financial analyst, and with all brochures or other sales materials relating to its products or services. 5. COMPENSATION. ------------ Upon the execution of this Agreement, Company agrees to pay Consultant the following as consideration for the services rendered under this Agreement: a. Option Shares. For no less than 15 business day subsequent to -------------- each respective date below (Options 1-2), Consultant shall have the option to purchase up to 30,000,000 shares of iBIZ Technology Corporation (IBIZ) common shares at the average of the three lowest inter-day trading prices for the twelve (12) trading days prior to the exercise date discounted by fifty percent (50%). Consultant's rights regarding these shares, and all of them, shall vest immediately and shall be exercised as set forth below: (i) 15,000,000 common shares on April 18, 2002 (Option 1); (ii) 15,000,000 common shares on April 25, 2002 (Option 2). b. The Compensation outlined in Section 5(a) above shall be conveyed through an effective S-8 registration of common shares to be filed or made effective within 5 days of the execution of this Agreement. Company agrees to exercise it's Best Efforts to provide Consultant, it's agent or any other party charged to file the subject S-8 Registration Statement with any and all information, documentation and related assistance required to make the S-8 Registration Statement effective. c. At the option of Consultant, the Compensation outlined in Section 5(a)-(c) above may be exercised in whole or in part. Should Consultant exercise "in-part", Company shall deliver said "part" of Compensation to Consultant in a timeframe consistent with the manner in which this Agreement calls for the "whole" of the Compensation to be delivered. 5.5 COSTS AND EXPENSES -------------------- a. Miscellaneous Costs. -------------------- Subject to the prior approval of the Company, Consultant in providing the foregoing services, shall not be responsible for any out-of-pocket costs, including, without limitation, travel, lodging, telephone, postage and Federal Express charges. Consultant shall provide the Company with a detailed accounting of monthly expenses related to the Agreement. Payment for these expenses shall be made to Consultant within 15 days after submission to the Company. 6. REPRESENTATION AND INDEMNIFICATION. ------------------------------------ (a) Company. Company agrees to indemnify, defend, and shall hold ------- harmless Consultant and/or his agents, and shall defend any action brought against said parties with respect to any claim, demand cause of action, debt or liability, including reasonable attorneys' fees to the extent that such action is based upon a claim that: (i) is in connection with efforts made by Consultant on behalf of the Company that relate to this Agreement, (ii) would constitute a breach of any of Company representation, warranty, or agreement hereunder, or (iii) arises out of the negligence or willful misconduct of Company. (b) Consultant. Consultant agrees to indemnify, defend, and shall ---------- hold harmless Company,its directors, employees and agents, and defend any action brought against same with respect to any claim, demand, cause of action, or liability, including reasonable attorneys' fees, to the extent that such an action arises out of the gross negligence or willful misconduct of Consultant. (c) Notice. In claiming indemnification hereunder, the indemnified ------ party shall promptly provide the indemnifying party with written notice of any claim, which the indemnified party believes falls within the scope of the foregoing paragraphs. The indemnified party may, at its expense, assist in the defense if it so chooses, provided that the indemnifying party shall control such defense, and all negotiations relative to the settlement of any such claim. Any settlement intended to bind the indemnified party shall not be final without the indemnified party's written consent, which shall not be unreasonably withheld. 6.5 COMPLIANCE WITH SECURITIES LAWS. ---------------------------------- The Company understands that any and all compensation outlined in Section 5 shall be paid solely and exclusively as consideration for the aforementioned consulting efforts made by Consultant on behalf of the Company as an independent contractor. Any monies transferred to Company by Consultant to exercise a stock option is not made with the intent to assist in raising capital or to provide the Company with capital. Consultant has been engaged to provide the Company with traditional business, management and financial consulting, and related business and legal services. Consultant's engagement does not involve the promotion or marketing of the Company's securities, nor does it involve raising "new" money for the Company. 7. MISCELLANEOUS. ------------- a. Termination: This Agreement may be terminated by either Party ----------- upon written notice to the other Party for any reason and shall be effective five (5) business days from the date of such notice. Termination of this Agreement shall cause Consultant to cease providing services under this Agreement; however, termination for any reason whatever, shall not, unless a Unilateral termination occurs (see above), decrease or eliminate the compensatory obligations of the Company as outlined in Section 5 of this Agreement. b. Modification: This Consulting Agreement sets forth the entire ------------ understanding of the Parties with respect to the subject matter hereof. This Consulting Agreement may be amended only in writing signed by both Parties. c. Notices: Any notice required or permitted to be given hereunder ------- shall be in writing and shall be mailed or otherwise delivered in person or by facsimile transmission at the address of such Party set forth above or to such other address or facsimile telephone number as the Party shall have furnished in writing to the other Party. d. Waiver: Any waiver by either Party of a breach of any provision ------ of this Consulting Agreement shall not operate as or be construed to be a waiver of any other breach of that provision or of any breach of any other provision of this Consulting Agreement. The failure of a Party to insist upon strict adherence to any term of this Consulting Agreement on one or more occasions will not be considered a waiver or deprive that Party of the right thereafter to insist upon adherence to that term of any other term of this Consulting Agreement. e. Assignment: The Options under this Agreement are assignable at ---------- the discretion of the Consultant. f. Severability: If any provision of this Consulting Agreement is ------------ invalid, illegal, or unenforceable, the balance of this Consulting Agreement shall remain in effect, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances. g. Counterparts; Facsimile Signatures. This Agreement may be ----------------------------------- executed in any number of counterparts, each of which may be executed by less than all of the parties to this Agreement, each of which shall enforceable against the parties actually executing such counterparts, and all of which together shall constitute one and the same agreement. The parties shall be entitled to rely upon and enforce a facsimile of any authorized signature as if it were the original. h. Disagreements: Any dispute or other disagreement arising from or ------------- out of this Consulting Agreement shall be submitted to arbitration under the rules of the American Arbitration Association and the decision of the arbiter(s) shall be enforceable in any court having jurisdiction thereof. Arbitration shall occur only in San Diego, CA. The interpretation and the enforcement of this Agreement shall be governed by California Law as applied to residents of the State of California relating to contracts executed in and to be performed solely within the State of California. In the event any dispute is arbitrated, the prevailing Party (as determined by the arbiter(s)) shall be entitled to recover that Party's reasonable attorney's fees incurred (as determined by the arbiter(s)). i. Execution of Agreement. Company has the requisite corporate ------------------------ power and authority to enter into and carry out the terms and conditions of this Agreement, as well as all transactions contemplated hereunder. All corporate proceedings have been taken and all corporate authorizations and approvals have been secured which are necessary to authorize the execution, delivery and performance by Company of this Agreement. This Agreement has been duly and validly executed and delivered by Company and constitutes the valid and binding obligations of Company, enforceable in accordance with the respective terms. j. Effect of Agreement. The consummation by Company of the --------------------- transactions herein contemplated, including the execution, delivery and consummation of this Agreement, will comply with all applicable law and will not conflict with or result in a breach of any of the unwaived terms of any agreement or instrument to which Company is bound, or constitute a default thereunder. k. Consummation. Upon the execution and delivery of this ------------ Agreement, Company will have all requisite power to enter into this Agreement and to consummate the transactions contemplated hereunder. Thereafter, this Agreement, and the other agreements referred to herein, will constitute the valid and binding obligations of Company, and will be enforceable in accordance with their respective terms. SIGNATURE PAGE IN WITNESS WHEREOF, this Consulting Agreement has been executed by the Parties as of the date first above written. iBIZ Technology Corporation CONSULTANT /s/ Kenneth Shilling /s/ Mark L. Baum - ---------------------- ------------------- Kenneth W. Shilling Mark L. Baum President EX-5.1 6 doc5.txt Exhibit 5.1 The Baum Law Firm PC Mark L. Baum Attorney at Law City National Bank Building 4275 Executive Square Second Floor, Suite 210 La Jolla, California 92037 Office: (858) 638-7878 Fax: (858) 638-7888 April 16, 2002 iBIZ Technology Corporation Re: Opinion of Counsel - Registration Statement on Form S-8 Gentleman: I have acted as counsel for iBIZ Technology Corporation, Inc. (the "Company"), in connection with the preparation and filing of the Company's Registration statement on Form S-8 under the Securities Act of 1933, as amended, (the "Registration Statement"), relating to 35,000,000 shares of the Company's common stock, $.001 par value, (the "common stock"), issuable pursuant to the Company's Advisory and Consultants Agreements, (the "Plan"). I have examined the Certificate of Incorporation, as amended, and the By-Laws of the company and all amendments thereto, the Registration Statement and originals, or copies certified to my satisfaction, of such records and meetings, written actions in lieu of meetings, or resolutions adopted at meetings, of the directors of the Company, and such other documents and instruments as in my judgement are necessary or appropriate to enable me to render the opinions expressed below. Based on the foregoing examination, I am of the opinion that the shares of Common Stock issuable with the Plan are duly authorized and, when issued in accordance with the Plan, will be validly issued, fully paid and non-assessable. Further, I consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Mark L. Baum - ------------------- Mark L. Baum, Esq. EX-23.1 7 doc6.txt Exhibit 23.1 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS To the Board of Directors iBIZ Technology Corporation As independent certified public accountants, we hereby consent to the use of our report dated February 8, 2002 with respect to the financial statements of iBIZ Technology included in their annual report on Form 10-KSB filed on February 27, 2002 with the Securities Exchange Commission, and incorporated by reference into this Registrations Statement on Form S-8. /S/ Stanley Moffitt - --------------------- Stanley Moffitt -----END PRIVACY-ENHANCED MESSAGE-----