0001135432-01-500212.txt : 20011010 0001135432-01-500212.hdr.sgml : 20011010 ACCESSION NUMBER: 0001135432-01-500212 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20011009 EFFECTIVENESS DATE: 20011009 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SINGLE SOURCE FINANCIAL SERVICES CORP CENTRAL INDEX KEY: 0001128581 STANDARD INDUSTRIAL CLASSIFICATION: PERSONAL CREDIT INSTITUTIONS [6141] FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-71222 FILM NUMBER: 1754673 BUSINESS ADDRESS: STREET 1: 10780 SANTA MONICA BLVD STREET 2: SUITE 240 CITY: LOS ANGELES STATE: CA ZIP: 90025 MAIL ADDRESS: STREET 1: 10780 SANTA MONICA BLVD STREET 2: SUITE 240 CITY: LOS ANGELES STATE: CA ZIP: 90025 S-8 1 doc1.txt AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 8, 2001 REGISTRATION NO. 33-____________ U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________ FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 ____________________ SINGLE SOURCE FINANCIAL SERVICES CORPORATION (Exact Name of Registrant as Specified in Its Charter) NEW YORK 16-1576984 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 10780 SANTA MONICA BOULEVARD, SUITE 240 LOS ANGELES, CALIFORNIA 90025 (Address of Principal Executive Offices, Including Zip Code) ____________________ Consulting Agreement Legal Services Agreement (Full Title of the Plan) ____________________ Arnold F. Sock, President 10780 Santa Monica Boulevard, Suite 240 Los Angeles, California 90025 (888) 262-1600 (Name, Address, and Telephone Number of Agent for Service) COPIES TO: Brian A. Lebrecht, Esq. The Lebrecht Group, APLC 22342 Avenida Empresa, Suite 230 Rancho Santa Margarita, California 92688 (949) 635-1240 1 CALCULATION OF REGISTRATION FEE
Title of Securities . . Amount to be Proposed Maximum Proposed Maximum Amount of to be Registered. . . . Registered Offering Price per Share(1) Aggregate Offering Price Registration Fee ----------------------- ------------ ---------------------------- ------------------------- ----------------- Common Stock, no par value(2) . . . . 2,525,000 $0.09 $227,250 $60.00 ----------------------- ------------ ---------------------------- ------------------------- ----------------- TOTAL REGISTRATION FEE. 2,525,000 $0.09 $227,250 $60.00
(1) Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(c) based on the closing price as reported by the NASDAQ Over-The-Counter Bulletin Board on October 1, 2001. (2) Represents shares of Common Stock issued to consultants and legal counsel of the Company. 2 PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS Note: The document(s) containing the information concerning the Agreements between Single Source Financial Services Corporation ("SSFS" or "Registrant") and Sabita Dhingra, Onkar Holdings, Inc., Ardele (International), Sabaco Investment Advisors, and Brian A. Lebrecht, required by Item 1 of Form S-8 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the statement of availability of registrant information, employee benefit plan annual reports and other information required by Item 2 of Form S-8 will be sent or given to participants as specified in Rule 428. In accordance with Rule 428 and the requirements of Part I of Form S-8, such documents are not being filed with the Securities and Exchange Commission (the "Commission") either as part of this registration statement on Form S-8 (the "Registration Statement") or as prospectuses or prospectus supplements pursuant to Rule 424. SSFS will maintain a file of such documents in accordance with the provisions of Rule 428. Upon request, SSFS shall furnish to the Commission or its staff a copy or copies of all of the documents included in such file. 3 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents are hereby incorporated by reference in this Registration Statement: (i) The Registrant's latest prospectus filed under the Act which contains audited financial statements for the registrant's latest fiscal year for which such statements have been filed; (ii) The Registrant's Quarterly Report dated September 14, 2001 on Form 10-QSB filed with the Commission on September 26, 2001; (iii) All other reports and documents previously and subsequently filed by the Registrant before and after the date of this Registration Statement pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference and to be a part hereof from the date of the filing of such documents. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Certain legal matters with respect to the Common Stock offered hereby will be passed upon for the Company by The Lebrecht Group, APLC, counsel to the Company. Mr. Brian A. Lebrecht, principal of The Lebrecht Group, APLC, is the beneficial owner of 25,000 shares of common stock registered herein. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Corporation Laws of the State of New York and the Company's Bylaws provide for indemnification of the Company's Directors for liabilities and expenses that they may incur in such capacities. In general, Directors and Officers are indemnified with respect to actions taken in good faith in a manner reasonably believed to be in, or not opposed to, the best interests of the Company, and with respect to any criminal action or proceeding, actions that the indemnitee had no reasonable cause to believe were unlawful. Furthermore, the personal liability of the Directors is limited as provided in the Company's Articles of Incorporation. 4 ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. The Shares were issued for advisory and legal services rendered. These sales were made in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended, contained in Section 4(2) thereof, covering transactions not involving any public offering or not involving any "offer" or "sale". ITEM 8. EXHIBITS 3.1 Articles of Incorporation of the Registrant, as amended (incorporated by reference). 3.2 Bylaws of the Registrant (incorporated by reference). 5.1 Opinion of The Lebrecht Group, APLC 10.1 Agreement between Single Source Financial Services Corporation and Sabita Dhingra dated October 3, 2001. 10.2 Agreement between Single Source Financial Services Corporation and Onkar Holdings, Inc. dated October 3, 2001. 10.3 Agreement between Single Source Financial Services Corporation and Ardele (International) dated October 3, 2001. 10.4 Agreement between Single Source Financial Services Corporation and Sabaco Investment Advisors dated October 3, 2001. 23.1 Consent of The Lebrecht Group, APLC (included in Exhibit 5.1). 23.2 Consent of Jonathan P. Reuben, C.P.A., an Accountancy Corporation. 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 the 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 the registration statement; and (iii) To include any material information with respect to the plan of distribution 5 not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (a) (1)(i) and (a) (1) (ii) do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment 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 means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the Securities 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 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 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 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. 6 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Registrant certifies that it has reasonable grounds to believe that is meets all of the requirements for filing on 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 Los Angeles, State of California, on October 5, 2001. Single Source Financial Services Corporation /s/ Arnold F. Sock _________________________________ By: Arnold F. Sock Its: President & Director Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated: /s/ Harry L. Wilson _____________________________ Harry L. Wilson Chief Financial Officer, Secretary, and Director 7 EX-5.1 3 doc2.txt [THE LEBRECHT GROUP, APLC LETTERHEAD] October 8, 2001 Single Source Financial Services Corporation 10780 Santa Monica Boulevard, Suite 240 Los Angeles, CA 90025 Ladies and Gentlemen: You have requested our opinion as counsel for Single Source Financial Services Corporation, a New York corporation (the "Company") in connection with the registration under the Securities Act of 1933, as amended, and the Rules and Regulations promulgated thereunder, and the public offering by the Company of up to 2,525,000 shares of Company common stock issuable to consultants and legal counsel of the Company. We have examined the Company's Registration Statement on Form S-8 in the form to be filed with the Securities and Exchange Commission on or about October 8, 2001 (the "Registration Statement"). We further have examined the Certificate of Incorporation, Bylaws, and applicable minutes of the Company as a basis for the opinion hereafter expressed. Based on the foregoing examination, we are of the opinion that, upon issuance and sale in the manner described in the Registration Statement, the shares of common stock covered by the Registration Statement will be legally issues, fully paid, and nonassessable. We consent to the filing of this opinion as an exhibit to the Registration Statement. Sincerely, /s/ The Lebrecht Group, APLC The Lebrecht Group, APLC EX-10.1 4 doc3.txt INDEPENDENT CONTRACTOR/CONSULTING AGREEMENT BETWEEN SINGLE SOURCE FINANCIAL SERVICES CORPORATION AND SABITA DHINGRA DATED OCTOBER 3, 2001 THIS AGREEMENT is made and entered into this 3rd day of October, 2001 by and between Single Source Financial Services Corporation (hereinafter "CLIENT"), with an office at 10780 Santa Monica Boulevard, Suite 240, Los Angeles, California 90025 and Sabita Dhingra, an individual with an address of 5H Gha Dhola Bhata, Rajastan, India (hereinafter "CONSULTANT"). RECITALS WHEREAS, CLIENT, through its subsidiary, is engaged in the business of selling and leasing to merchants various types of equipment used to record and facilitate electronic financial transactions, including credit and debit card purchases, and is a publicly traded company listed on the OTC Bulletin Board. WHEREAS, CONSULTANT is in the business of providing general business consulting, including strategic business planning and identification of potential merger and acquisition candidates. WHEREAS, in the operation of CLIENT's business, CLIENT is in need of the services which CONSULTANT provides and wishes to enter into a business arrangement with CONSULTANT to provide such services. IN CONSIDERATION of the promises and mutual covenants hereby contained, it is hereby agreed as follows and will confirm the arrangements, terms and conditions pursuant to which the CONSULTANT has been retained to serve as a CONSULTANT and advisor to CLIENT on a nonexclusive basis. The undersigned hereby agrees to the following terms and conditions: 1. Terms of Contract. This Agreement will become effective on October 3, 2001, and will continue in effect for a period of twelve (12) months unless earlier terminated pursuant to Section 5 of this Agreement. 2. Services to be performed by CONSULTANT. 2.1 Duties of CONSULTANT. CONSULTANT agrees to provide strategic ---------------------- planning to CLIENT. The CONSULTANT will provide such consulting services and advice pertaining to the CLIENT's business affairs as the CLIENT may from time to time reasonably request. Without limiting the generality of the foregoing, CONSULTANT will assist the CLIENT in preparation of its strategic business plan, expansion plans, and in developing, studying and evaluating world-wide merger and acquisitions proposals, prepare reports, assist with Internet websites, rental of databases, feature stories, analytical reports and studies thereon when advisable, and assist in negotiations and discussion pertaining thereto. The CONSULTANT shall (i) undertake such duties and exercise such powers in relation to the CLIENT and its business as the CLIENT's Board of Directors (the "Board") shall from time to time assign (within the parameters of the duties of the CONSULTANT set forth above), (ii) in the discharge of such duties and in the exercise of such powers observe and comply with all resolutions and directions from time to time made or given by the Board, and (iii) use its best efforts in the performance of its duties and in the promotion of the interests of the CLIENT. The CONSULTANT shall, during the term of this Agreement, follow the directions from time to time issued by the Board and in all respects and in accordance with the law, conform to and comply with the proper and reasonable directions and regulations given by the Board and use its utmost endeavors to promote the CLIENT's best interests and shall not disclose the private affairs of the CLIENT, or any secrets of the CLIENT, to any person other than the Board, save in the ordinary course of business, and shall not use for its own purposes, or for any purpose other than those of the CLIENT, any information it may acquire with respect to the CLIENT's affairs. The parties acknowledge and agree that CONSULTANTS efforts will be on a "best efforts" basis and that there is no guarantee that a successful transaction will take place. 2.2 Independent Contractor Status. It is the express intention of the ------------------------------ parties that CONSULTANT be an independent contractor and not an employee, agent, joint venture or partner of CLIENT. CLIENT shall have no right to and shall not control the manner or prescribe the method by which CONSULTANT performs the above-described services. CONSULTANT shall be entirely and solely responsible for its own actions and the sanctions of its agents, employees or partners while engaged in the performance of services required by the Agreement. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between CLIENT and CONSULTANT or any employee, agent or CONSULTANT. Both parties acknowledge that CONSULTANT is not an employee for state or federal income tax purposes and CONSULTANT specifically agrees that it shall be exclusively liable for the payment of all income taxes, or the state or federal charges that are due as a result of receipt of any consideration for the performance of services required by this Agreement. CONSULTANT agrees that any such consideration is not subject to withholding by the CLIENT for payment of any taxes and also directs CLIENT not to withhold any sums for the consideration paid to CONSULTANT for the services provided hereunder. CONSULTANT shall retain the right to perform services for others during the term of this Agreement. Nothing herein shall constitute CONSULTANT as an employee or agent of the CLIENT, except to such extent as might hereinafter be agreed, CONSULTANT shall not have the authority to obligate or commit the CLIENT in any manner whatsoever. 2.3 Use of Employees. CONSULTANT may, at its own expense, use any ------------------ employee in the performance of those services. 2.4 Available Time. CONSULTANT shall make available such time, as it, --------------- in its sole discretion, shall deem appropriate for the performance of its obligations under this Agreement. 2.5 Confidentiality. CONSULTANT agrees that it shall not disclose to --------------- any third party any nonpublic, proprietary or confidential information of CLIENT unless such third party has executed a non-disclosure agreement relating to such information (in a form acceptable to the CLIENT). 3. Compensation 3.1 Stock. CLIENT and CONSULTANT agree that CONSULTANT shall receive ----- 625,000 shares of CLIENT's common stock to be registered on a Form S-8 to be filed with the Securities and Exhchange Commission within ten (10) days of the date hereof. The shares will be delivered to CONSULTANT within fifteen (15) business days after this Agreement has been executed. 4. Obligations of CLIENT 4.1 Cooperation. CLIENT shall provide CONSULTANT with access to all ----------- documents reasonably necessary for the performance of CONSULTANT's duties under this Agreement. 4.2 Payment. CLIENT agrees to comply with payment schedule as outlined ------- in Section 3.1 above. In failing to do so CLIENT agrees and understands that immediate termination of this Agreement will apply as outlined in Section 5 below. 4.3 Obligations. Notwithstanding anything in this Agreement, the ----------- CLIENT shall not be obligated to pursue any venture, transaction etc. brought to it by CONSULTANT in connection with CONSULTANT's services under this Agreement. 5. Termination of Agreement 5.1 This Agreement may be terminated: (a) by either party at any time for "just cause", immediately upon written notice to the other setting forth: (i) the cause, (ii) the date of such notice, and (iii) the effective date of termination; and (b) by either party upon thirty (30) calendar days written notice to the other, setting forth: (i) the date of such notice, and (ii) the effective date of such termination. 5.2 The term "just cause" contained in Section 5.1 hereof shall include, but not be limited to: (a) a material breach of a provision of this Agreement; (b) any willful breach of duty or habitual neglect of duty by CONSULTANT; (c) the commencement of any investigation, or inquiry by any regulatory agency, Securities Exchange Commission, NASD and/or any exchange or market against the CONSULTANT; or (d) the CONSULTANT shall violate any law, ordinance, permit or regulation of any governmental entity. 5.3 Upon the termination or expiration of this Agreement for any reason the CONSULTANT shall immediately return all documents, and copies of all CLIENT literature, licenses, and related documents in its possession with respect to the CLIENT. 5.4 On the effective date of termination, or the expiration, of this Agreement, the CONSULTANT will deliver to the CLIENT, in a reasonable state of repair, all property, both real and personal, owned, leased or bailed to the CONSULTANT and used by or in the possession of the CONSULTANT. 5.5 If this Agreement is terminated by the CLIENT for any reason during the first thirty (30) days, or for "just cause" by the CLIENT during the first sixty (60) days, or without cause by the CONSULTANT during the first sixty (60) days, then the CONSULTANT shall return all compensation previously paid as per Section 3 above. Upon termination of this Agreement the CLIENT's obligations set forth in Section 3 above shall cease immediately. 6. General Provisions. 6.1 Further Acts. Each party agrees to perform any further acts and ------------- execute and deliver any further documents that may be reasonably necessary to carry out the provisions and intent of this Agreement. 6.2 Entire Agreement. This Agreement contains the entire understanding ---------------- of the parties hereto with respect to the subject matter contained herein and may be amended only by a written instrument signed by the parties affected thereby, or their respective successors or assigns. This Agreement cancels and supersedes all prior agreements, if any, oral or written, between CLIENT and CONSULTANT. 6.3 Severability. If any provision of this Agreement shall be held ------------ invalid such invalidity shall not affect the other provision hereof, and to this extent the provisions of this Agreement are intended to be and shall be deemed severable. 6.4 Counterparts. This Agreement may be executed simultaneously in two ------------ or more counterparts, each of which shall be deemed an original by all of which together shall constitute on and the same instrument. 6.5 Notices. Any notice or other communication required or permitted ------- under this Agreement shall be sufficiently given if delivered personally or sent by registered or certified mail, postage prepaid and return receipt requested, to the address of the parties set forth in the first paragraph of this Agreement or at such address as may have been provided in like manner in writing to both of the parties to this Agreement. Any notice that is sent by mail under this Agreement shall be considered received on the date on which it is actually delivered to the premises of the party of whom it is properly addressed, such date to be conclusively evidenced by the date of the return receipt. 6.6 Governing Law; Venue. This Agreement shall be construed in ---------------------- accordance with, and governed by the laws of the State of California. Venue for any cause of action shall be Los Angeles County, California. 6.7 Attorney's fees. If any party to this Agreement shall institute or ---------------- any action or proceeding to interpret or enforce this Agreement, or to obtain damages by reason of any alleged breach of this Agreement, the prevailing party shall be entitled to recover costs of suit or arbitration and a reasonable sum for attorneys fees, all of which shall be deemed to have accrued upon the commencement of such action. 6.8 Assignment. No party to this Agreement may assign this Agreement ---------- or its right or obligations hereunder without the written consent of the other. 6.9 Headings. The heading of this Agreement are inserted solely for -------- the convenience of reference and are not part of, and are not intended to govern, limit or aid in the construction of any term or provision hereof. 6.10 Pronouns. All pronouns and any variations thereof shall be deemed -------- to refer to the masculine, feminine or neuter, singular or plural, as the identity of the person, person, entity or entities may require. 6.11 Waiver. No waiver of any of the provisions of this Agreement shall ------ be deemed, or shall constitute a waiver of any other provision, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver. 6.12 Acknowledgment Concerning Counsel. Each party acknowledges that ----------------------------------- it had the opportunity to employ separate and independent counsel of its own choosing in connection with this Agreement. 6.15 Compliance with Securities Laws. Nothing in this contract shall ---------------------------------- require CONSULTANT to undertake to engage in any activities on behalf of CLIENT that would require its registration under the federal or state securities laws in any capacity. 6.16 Indemnification. CLIENT and CONSULTANT AGREE TO MUTUALLY --------------- indemnify and hold harmless EACH OTHER and its officers, directors, agents and employees against any expenses which may be incurred by CLIENT or CONSULTANT as a result of statements made by EITHER PARTY that are inaccurate or misleading. 6.17 Representations of CONSULTANT. The CONSULTANT represents and ----------------------------- warrants as follows: (a) CONSULTANT is an accredited investor within the meaning of Regulation D promulgated under the Securities Act of 1933 (the "SECURITIES ACT"); (b) CONSULTANT has such knowledge and experience in business and financial matters as to be capable of evaluating the merits and risks of an investment in the Client and has the capacity to protect its own interest in connection with the acquisition of the common stock; (c) CONSULTANT has the financial ability to bear the economic risk of its investment, has adequate means for providing for its current needs and foreseeable contingencies, has no need now, and anticipates no need in the foreseeable future, to sell the common stock, is able to hold the common stock for an indefinite period of time and can afford a complete loss of the common stock (and that its overall commitment to investments, including this one, which are not readily marketable is not disproportionate to its net worth, and that this investment will not cause its commitment to become excessive); (d) CONSULTANT is acquiring the common stock for it's own account, for investment purposes only, and not with a view to or for sale in connection with any resale or distribution of such securities in violation of the Securities Act and no other person will have any direct or indirect beneficial interest in or right to the common stock. (e) CONSULTANT will provide bona fide services to the CLIENT and the services are not in connection with the offer or sale of CLIENT securities in a capital-raising transaction, and do not directly or indirectly promote or maintain a market for the CLIENT's securities. (f) CONSULTANT will not draft or release, or otherwise provide information to be used in, any publication or press release concerning the CLIENT without the CLIENT's express written permission. (g) CONSULTANT has the full power and legal ability to enter into the transactions contemplated by this Agreement and is not the subject of any claim or action or a party to any agreement which would impair or prohibit its ability, or require the consent of any other person to complete its commitments under this Agreement. This Agreement has been duly and validly authorized, executed and delivered by CONSULTANT and is the valid and binding obligation of CONSULTANT, enforceable against CONSULTANT in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, and other similar laws relating to or affecting creditors rights generally and by general equitable principles. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above. CLIENT: SINGLE SOURCE FINANCIAL SERVICES CORPORATION ACCEPTED BY: Arnold F. Sock President /s/ Arnold F. Sock ______________________________________________ Signature CONSULTANT: SABITA DHINGRA, AN INDIVIDUAL /s/ Sabita Dhingra ______________________________________________ Signature EX-10.2 5 doc4.txt INDEPENDENT CONTRACTOR/CONSULTING AGREEMENT BETWEEN SINGLE SOURCE FINANCIAL SERVICES CORPORATION AND ONKAR HOLDINGS, INC. DATED OCTOBER 3, 2001 THIS AGREEMENT is made and entered into this 3rd day of October, 2001 by and between Single Source Financial Services Corporation (hereinafter "CLIENT"), with an office at 10780 Santa Monica Boulevard, Suite 240, Los Angeles, California 90025 and Onkar Holdings, Inc., a British Virgin Islands corporation whose address is P.O. Box 370, Hamilton HM, BX Bermuda (hereinafter "CONSULTANT"). RECITALS WHEREAS, CLIENT, through its subsidiary, is engaged in the business of selling and leasing to merchants various types of equipment used to record and facilitate electronic financial transactions, including credit and debit card purchases, and is a publicly traded company listed on the OTC Bulletin Board. WHEREAS, CONSULTANT is in the business of providing general business consulting, including strategic business planning and identification of potential merger and acquisition candidates. WHEREAS, in the operation of CLIENT's business, CLIENT is in need of the services which CONSULTANT provides and wishes to enter into a business arrangement with CONSULTANT to provide such services. IN CONSIDERATION of the promises and mutual covenants hereby contained, it is hereby agreed as follows and will confirm the arrangements, terms and conditions pursuant to which the CONSULTANT has been retained to serve as a CONSULTANT and advisor to CLIENT on a nonexclusive basis. The undersigned hereby agrees to the following terms and conditions: 1. Terms of Contract. This Agreement will become effective on October 3, 2001, and will continue in effect for a period of twelve (12) months unless earlier terminated pursuant to Section 5 of this Agreement. 2. Services to be performed by CONSULTANT. 2.1 Duties of CONSULTANT. CONSULTANT agrees to provide strategic ---------------------- planning to CLIENT. The CONSULTANT will provide such consulting services and advice pertaining to the CLIENT's business affairs as the CLIENT may from time to time reasonably request. Without limiting the generality of the foregoing, CONSULTANT will assist the CLIENT in preparation of its strategic business plan, expansion plans, and in developing, studying and evaluating world-wide merger and acquisitions proposals, prepare reports, assist with Internet websites, rental of databases, feature stories, analytical reports and studies thereon when advisable, and assist in negotiations and discussion pertaining thereto. The CONSULTANT shall (i) undertake such duties and exercise such powers in relation to the CLIENT and its business as the CLIENT's Board of Directors (the "Board") shall from time to time assign (within the parameters of the duties of the CONSULTANT set forth above), (ii) in the discharge of such duties and in the exercise of such powers observe and comply with all resolutions and directions from time to time made or given by the Board, and (iii) use its best efforts in the performance of its duties and in the promotion of the interests of the CLIENT. The CONSULTANT shall, during the term of this Agreement, follow the directions from time to time issued by the Board and in all respects and in accordance with the law, conform to and comply with the proper and reasonable directions and regulations given by the Board and use its utmost endeavors to promote the CLIENT's best interests and shall not disclose the private affairs of the CLIENT, or any secrets of the CLIENT, to any person other than the Board, save in the ordinary course of business, and shall not use for its own purposes, or for any purpose other than those of the CLIENT, any information it may acquire with respect to the CLIENT's affairs. The parties acknowledge and agree that CONSULTANTS efforts will be on a "best efforts" basis and that there is no guarantee that a successful transaction will take place. 2.2 Independent Contractor Status. It is the express intention of the ------------------------------ parties that CONSULTANT be an independent contractor and not an employee, agent, joint venture or partner of CLIENT. CLIENT shall have no right to and shall not control the manner or prescribe the method by which CONSULTANT performs the above-described services. CONSULTANT shall be entirely and solely responsible for its own actions and the sanctions of its agents, employees or partners while engaged in the performance of services required by the Agreement. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between CLIENT and CONSULTANT or any employee, agent or CONSULTANT. Both parties acknowledge that CONSULTANT is not an employee for state or federal income tax purposes and CONSULTANT specifically agrees that it shall be exclusively liable for the payment of all income taxes, or the state or federal charges that are due as a result of receipt of any consideration for the performance of services required by this Agreement. CONSULTANT agrees that any such consideration is not subject to withholding by the CLIENT for payment of any taxes and also directs CLIENT not to withhold any sums for the consideration paid to CONSULTANT for the services provided hereunder. CONSULTANT shall retain the right to perform services for others during the term of this Agreement. Nothing herein shall constitute CONSULTANT as an employee or agent of the CLIENT, except to such extent as might hereinafter be agreed, CONSULTANT shall not have the authority to obligate or commit the CLIENT in any manner whatsoever. 2.3 Use of Employees. CONSULTANT may, at its own expense, use any ------------------ employee in the performance of those services. 2.4 Available Time. CONSULTANT shall make available such time, as it, --------------- in its sole discretion, shall deem appropriate for the performance of its obligations under this Agreement. 2.5 Confidentiality. CONSULTANT agrees that it shall not disclose to --------------- any third party any nonpublic, proprietary or confidential information of CLIENT unless such third party has executed a non-disclosure agreement relating to such information (in a form acceptable to the CLIENT). 3. Compensation 3.1 Stock. CLIENT and CONSULTANT agree that CONSULTANT shall receive ----- 625,000 shares of CLIENT's common stock to be registered on a Form S-8 to be filed with the Securities and Exhchange Commission within ten (10) days of the date hereof. The shares will be delivered to CONSULTANT within fifteen (15) business days after this Agreement has been executed. 4. Obligations of CLIENT 4.1 Cooperation. CLIENT shall provide CONSULTANT with access to all ----------- documents reasonably necessary for the performance of CONSULTANT's duties under this Agreement. 4.2 Payment. CLIENT agrees to comply with payment schedule as outlined ------- in Section 3.1 above. In failing to do so CLIENT agrees and understands that immediate termination of this Agreement will apply as outlined in Section 5 below. 4.3 Obligations. Notwithstanding anything in this Agreement, the ----------- CLIENT shall not be obligated to pursue any venture, transaction etc. brought to it by CONSULTANT in connection with CONSULTANT's services under this Agreement. 5. Termination of Agreement 5.1 This Agreement may be terminated: (a) by either party at any time for "just cause", immediately upon written notice to the other setting forth: (i) the cause, (ii) the date of such notice, and (iii) the effective date of termination; and (b) by either party upon thirty (30) calendar days written notice to the other, setting forth: (i) the date of such notice, and (ii) the effective date of such termination. 5.2 The term "just cause" contained in Section 5.1 hereof shall include, but not be limited to: (a) a material breach of a provision of this Agreement; (b) any willful breach of duty or habitual neglect of duty by CONSULTANT; (c) the commencement of any investigation, or inquiry by any regulatory agency, Securities Exchange Commission, NASD and/or any exchange or market against the CONSULTANT; or (d) the CONSULTANT shall violate any law, ordinance, permit or regulation of any governmental entity. 5.3 Upon the termination or expiration of this Agreement for any reason the CONSULTANT shall immediately return all documents, and copies of all CLIENT literature, licenses, and related documents in its possession with respect to the CLIENT. 5.4 On the effective date of termination, or the expiration, of this Agreement, the CONSULTANT will deliver to the CLIENT, in a reasonable state of repair, all property, both real and personal, owned, leased or bailed to the CONSULTANT and used by or in the possession of the CONSULTANT. 5.5 If this Agreement is terminated by the CLIENT for any reason during the first thirty (30) days, or for "just cause" by the CLIENT during the first sixty (60) days, or without cause by the CONSULTANT during the first sixty (60) days, then the CONSULTANT shall return all compensation previously paid as per Section 3 above. Upon termination of this Agreement the CLIENT's obligations set forth in Section 3 above shall cease immediately. 6. General Provisions. 6.1 Further Acts. Each party agrees to perform any further acts and ------------- execute and deliver any further documents that may be reasonably necessary to carry out the provisions and intent of this Agreement. 6.2 Entire Agreement. This Agreement contains the entire understanding ---------------- of the parties hereto with respect to the subject matter contained herein and may be amended only by a written instrument signed by the parties affected thereby, or their respective successors or assigns. This Agreement cancels and supersedes all prior agreements, if any, oral or written, between CLIENT and CONSULTANT. 6.3 Severability. If any provision of this Agreement shall be held ------------ invalid such invalidity shall not affect the other provision hereof, and to this extent the provisions of this Agreement are intended to be and shall be deemed severable. 6.4 Counterparts. This Agreement may be executed simultaneously in two ------------ or more counterparts, each of which shall be deemed an original by all of which together shall constitute on and the same instrument. 6.5 Notices. Any notice or other communication required or permitted ------- under this Agreement shall be sufficiently given if delivered personally or sent by registered or certified mail, postage prepaid and return receipt requested, to the address of the parties set forth in the first paragraph of this Agreement or at such address as may have been provided in like manner in writing to both of the parties to this Agreement. Any notice that is sent by mail under this Agreement shall be considered received on the date on which it is actually delivered to the premises of the party of whom it is properly addressed, such date to be conclusively evidenced by the date of the return receipt. 6.6 Governing Law; Venue. This Agreement shall be construed in ---------------------- accordance with, and governed by the laws of the State of California. Venue for any cause of action shall be Los Angeles County, California. 6.7 Attorney's fees. If any party to this Agreement shall institute or ---------------- any action or proceeding to interpret or enforce this Agreement, or to obtain damages by reason of any alleged breach of this Agreement, the prevailing party shall be entitled to recover costs of suit or arbitration and a reasonable sum for attorneys fees, all of which shall be deemed to have accrued upon the commencement of such action. 6.8 Assignment. No party to this Agreement may assign this ---------- Agreement or its right or obligations hereunder without the written consent of the other. 6.9 Headings. The heading of this Agreement are inserted solely for -------- the convenience of reference and are not part of, and are not intended to govern, limit or aid in the construction of any term or provision hereof. 6.10 Pronouns. All pronouns and any variations thereof shall be deemed -------- to refer to the masculine, feminine or neuter, singular or plural, as the identity of the person, person, entity or entities may require. 6.11 Waiver. No waiver of any of the provisions of this Agreement shall ------ be deemed, or shall constitute a waiver of any other provision, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver. 6.12 Acknowledgment Concerning Counsel. Each party acknowledges that ----------------------------------- it had the opportunity to employ separate and independent counsel of its own choosing in connection with this Agreement. 6.15 Compliance with Securities Laws. Nothing in this ---------------------------------- contract shall require CONSULTANT to undertake to engage in any activities on behalf of CLIENT that would require its registration under the federal or state securities laws in any capacity. 6.16 Indemnification. CLIENT and CONSULTANT AGREE TO MUTUALLY --------------- indemnify and hold harmless EACH OTHER and its officers, directors, agents and employees against any expenses which may be incurred by CLIENT or CONSULTANT as a result of statements made by EITHER PARTY that are inaccurate or misleading. 6.17 Representations of CONSULTANT. The CONSULTANT represents and ----------------------------- warrants as follows: (a) CONSULTANT is an accredited investor within the meaning of Regulation D promulgated under the Securities Act of 1933 (the "SECURITIES ACT"); (b) CONSULTANT has such knowledge and experience in business and financial matters as to be capable of evaluating the merits and risks of an investment in the Client and has the capacity to protect its own interest in connection with the acquisition of the common stock; (c) CONSULTANT has the financial ability to bear the economic risk of its investment, has adequate means for providing for its current needs and foreseeable contingencies, has no need now, and anticipates no need in the foreseeable future, to sell the common stock, is able to hold the common stock for an indefinite period of time and can afford a complete loss of the common stock (and that its overall commitment to investments, including this one, which are not readily marketable is not disproportionate to its net worth, and that this investment will not cause its commitment to become excessive); (d) CONSULTANT is acquiring the common stock for it's own account, for investment purposes only, and not with a view to or for sale in connection with any resale or distribution of such securities in violation of the Securities Act and no other person will have any direct or indirect beneficial interest in or right to the common stock. (e) CONSULTANT will provide bona fide services to the CLIENT and the services are not in connection with the offer or sale of CLIENT securities in a capital-raising transaction, and do not directly or indirectly promote or maintain a market for the CLIENT's securities. (f) CONSULTANT is an entity wholly-owned by the individual who is rendering consulting services to the CLIENT. (g) CONSULTANT will not draft or release, or otherwise provide information to be used in, any publication or press release concerning the CLIENT without the CLIENT's express written permission. (h) CONSULTANT has the full power and legal ability to enter into the transactions contemplated by this Agreement and is not the subject of any claim or action or a party to any agreement which would impair or prohibit its ability, or require the consent of any other person to complete its commitments under this Agreement. This Agreement has been duly and validly authorized, executed and delivered by CONSULTANT and is the valid and binding obligation of CONSULTANT, enforceable against CONSULTANT in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, and other similar laws relating to or affecting creditors rights generally and by general equitable principles. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above. CLIENT: SINGLE SOURCE FINANCIAL SERVICES CORPORATION ACCEPTED BY: Arnold F. Sock President /s/ Arnold F. Sock ______________________________________________ Signature CONSULTANT: ONKAR HOLDINGS, INC. ACCEPTED BY: Managing Director ______________________________________________ Signature EX-10.3 6 doc5.txt INDEPENDENT CONTRACTOR/CONSULTING AGREEMENT BETWEEN SINGLE SOURCE FINANCIAL SERVICES CORPORATION AND ARDELE (INTERNATIONAL) DATED OCTOBER 3, 2001 THIS AGREEMENT is made and entered into this 3rd day of October, 2001 by and between Single Source Financial Services Corporation (hereinafter "CLIENT"), with an office at 10780 Santa Monica Boulevard, Suite 240, Los Angeles, California 90025 and Ardele (International), whose address is c/o Fiduciary Management Limited, Portland House, Glacis Road, P.O. Box 475, Gibraltar (hereinafter "CONSULTANT"). RECITALS WHEREAS, CLIENT, through its subsidiary, is engaged in the business of selling and leasing to merchants various types of equipment used to record and facilitate electronic financial transactions, including credit and debit card purchases, and is a publicly traded company listed on the OTC Bulletin Board. WHEREAS, CONSULTANT is in the business of providing general business consulting, including strategic business planning and identification of potential merger and acquisition candidates. WHEREAS, in the operation of CLIENT's business, CLIENT is in need of the services which CONSULTANT provides and wishes to enter into a business arrangement with CONSULTANT to provide such services. IN CONSIDERATION of the promises and mutual covenants hereby contained, it is hereby agreed as follows and will confirm the arrangements, terms and conditions pursuant to which the CONSULTANT has been retained to serve as a CONSULTANT and advisor to CLIENT on a nonexclusive basis. The undersigned hereby agrees to the following terms and conditions: 1. Terms of Contract. This Agreement will become effective on October 3, 2001, and will continue in effect for a period of twelve (12) months unless earlier terminated pursuant to Section 5 of this Agreement. 2. Services to be performed by CONSULTANT. 2.1 Duties of CONSULTANT. CONSULTANT agrees to provide strategic ---------------------- planning to CLIENT. The CONSULTANT will provide such consulting services and advice pertaining to the CLIENT's business affairs as the CLIENT may from time to time reasonably request. Without limiting the generality of the foregoing, CONSULTANT will assist the CLIENT in preparation of its strategic business plan, expansion plans, and in developing, studying and evaluating world-wide merger and acquisitions proposals, prepare reports, assist with Internet websites, rental of databases, feature stories, analytical reports and studies thereon when advisable, and assist in negotiations and discussion pertaining thereto. The CONSULTANT shall (i) undertake such duties and exercise such powers in relation to the CLIENT and its business as the CLIENT's Board of Directors (the "Board") shall from time to time assign (within the parameters of the duties of the CONSULTANT set forth above), (ii) in the discharge of such duties and in the exercise of such powers observe and comply with all resolutions and directions from time to time made or given by the Board, and (iii) use its best efforts in the performance of its duties and in the promotion of the interests of the CLIENT. The CONSULTANT shall, during the term of this Agreement, follow the directions from time to time issued by the Board and in all respects and in accordance with the law, conform to and comply with the proper and reasonable directions and regulations given by the Board and use its utmost endeavors to promote the CLIENT's best interests and shall not disclose the private affairs of the CLIENT, or any secrets of the CLIENT, to any person other than the Board, save in the ordinary course of business, and shall not use for its own purposes, or for any purpose other than those of the CLIENT, any information it may acquire with respect to the CLIENT's affairs. The parties acknowledge and agree that CONSULTANTS efforts will be on a "best efforts" basis and that there is no guarantee that a successful transaction will take place. 2.2 Independent Contractor Status. It is the express intention of the ------------------------------ parties that CONSULTANT be an independent contractor and not an employee, agent, joint venture or partner of CLIENT. CLIENT shall have no right to and shall not control the manner or prescribe the method by which CONSULTANT performs the above-described services. CONSULTANT shall be entirely and solely responsible for its own actions and the sanctions of its agents, employees or partners while engaged in the performance of services required by the Agreement. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between CLIENT and CONSULTANT or any employee, agent or CONSULTANT. Both parties acknowledge that CONSULTANT is not an employee for state or federal income tax purposes and CONSULTANT specifically agrees that it shall be exclusively liable for the payment of all income taxes, or the state or federal charges that are due as a result of receipt of any consideration for the performance of services required by this Agreement. CONSULTANT agrees that any such consideration is not subject to withholding by the CLIENT for payment of any taxes and also directs CLIENT not to withhold any sums for the consideration paid to CONSULTANT for the services provided hereunder. CONSULTANT shall retain the right to perform services for others during the term of this Agreement. Nothing herein shall constitute CONSULTANT as an employee or agent of the CLIENT, except to such extent as might hereinafter be agreed, CONSULTANT shall not have the authority to obligate or commit the CLIENT in any manner whatsoever. 2.3 Use of Employees. CONSULTANT may, at its own expense, use any ------------------ employee in the performance of those services. 2.4 Available Time. CONSULTANT shall make available such time, as it, --------------- in its sole discretion, shall deem appropriate for the performance of its obligations under this Agreement. 2.5 Confidentiality. CONSULTANT agrees that it shall not disclose to --------------- any third party any nonpublic, proprietary or confidential information of CLIENT unless such third party has executed a non-disclosure agreement relating to such information (in a form acceptable to the CLIENT). 3. Compensation 3.1 Stock. CLIENT and CONSULTANT agree that CONSULTANT shall receive ----- 625,000 shares of CLIENT's common stock to be registered on a Form S-8 to be filed with the Securities and Exhchange Commission within ten (10) days of the date hereof. The shares will be delivered to CONSULTANT within fifteen (15) business days after this Agreement has been executed. 4. Obligations of CLIENT 4.1 Cooperation. CLIENT shall provide CONSULTANT with access to all ----------- documents reasonably necessary for the performance of CONSULTANT's duties under this Agreement. 4.2 Payment. CLIENT agrees to comply with payment schedule as outlined ------- in Section 3.1 above. In failing to do so CLIENT agrees and understands that immediate termination of this Agreement will apply as outlined in Section 5 below. 4.3 Obligations. Notwithstanding anything in this Agreement, the ----------- CLIENT shall not be obligated to pursue any venture, transaction etc. brought to it by CONSULTANT in connection with CONSULTANT's services under this Agreement. 5. Termination of Agreement 5.1 This Agreement may be terminated: (a) by either party at any time for "just cause", immediately upon written notice to the other setting forth: (i) the cause, (ii) the date of such notice, and (iii) the effective date of termination; and (b) by either party upon thirty (30) calendar days written notice to the other, setting forth: (i) the date of such notice, and (ii) the effective date of such termination. 5.2 The term "just cause" contained in Section 5.1 hereof shall include, but not be limited to: (a) a material breach of a provision of this Agreement; (b) any willful breach of duty or habitual neglect of duty by CONSULTANT; (c) the commencement of any investigation, or inquiry by any regulatory agency, Securities Exchange Commission, NASD and/or any exchange or market against the CONSULTANT; or (d) the CONSULTANT shall violate any law, ordinance, permit or regulation of any governmental entity. 5.3 Upon the termination or expiration of this Agreement for any reason the CONSULTANT shall immediately return all documents, and copies of all CLIENT literature, licenses, and related documents in its possession with respect to the CLIENT. 5.4 On the effective date of termination, or the expiration, of this Agreement, the CONSULTANT will deliver to the CLIENT, in a reasonable state of repair, all property, both real and personal, owned, leased or bailed to the CONSULTANT and used by or in the possession of the CONSULTANT. 5.5 If this Agreement is terminated by the CLIENT for any reason during the first thirty (30) days, or for "just cause" by the CLIENT during the first sixty (60) days, or without cause by the CONSULTANT during the first sixty (60) days, then the CONSULTANT shall return all compensation previously paid as per Section 3 above. Upon termination of this Agreement the CLIENT's obligations set forth in Section 3 above shall cease immediately. 6. General Provisions. 6.1 Further Acts. Each party agrees to perform any further acts and ------------- execute and deliver any further documents that may be reasonably necessary to carry out the provisions and intent of this Agreement. 6.2 Entire Agreement. This Agreement contains the entire understanding ---------------- of the parties hereto with respect to the subject matter contained herein and may be amended only by a written instrument signed by the parties affected thereby, or their respective successors or assigns. This Agreement cancels and supersedes all prior agreements, if any, oral or written, between CLIENT and CONSULTANT. 6.3 Severability. If any provision of this Agreement shall be held ------------ invalid such invalidity shall not affect the other provision hereof, and to this extent the provisions of this Agreement are intended to be and shall be deemed severable. 6.4 Counterparts. This Agreement may be executed simultaneously in two ------------ or more counterparts, each of which shall be deemed an original by all of which together shall constitute on and the same instrument. 6.5 Notices. Any notice or other communication required or permitted ------- under this Agreement shall be sufficiently given if delivered personally or sent by registered or certified mail, postage prepaid and return receipt requested, to the address of the parties set forth in the first paragraph of this Agreement or at such address as may have been provided in like manner in writing to both of the parties to this Agreement. Any notice that is sent by mail under this Agreement shall be considered received on the date on which it is actually delivered to the premises of the party of whom it is properly addressed, such date to be conclusively evidenced by the date of the return receipt. 6.6 Governing Law; Venue. This Agreement shall be construed in ---------------------- accordance with, and governed by the laws of the State of California. Venue for any cause of action shall be Los Angeles County, California. 6.7 Attorney's fees. If any party to this Agreement shall institute or ---------------- any action or proceeding to interpret or enforce this Agreement, or to obtain damages by reason of any alleged breach of this Agreement, the prevailing party shall be entitled to recover costs of suit or arbitration and a reasonable sum for attorneys fees, all of which shall be deemed to have accrued upon the commencement of such action. 6.8 Assignment. No party to this Agreement may assign this Agreement ---------- or its right or obligations hereunder without the written consent of the other. 6.9 Headings. The heading of this Agreement are inserted solely for -------- the convenience of reference and are not part of, and are not intended to govern, limit or aid in the construction of any term or provision hereof. 6.10 Pronouns. All pronouns and any variations thereof shall be deemed -------- to refer to the masculine, feminine or neuter, singular or plural, as the identity of the person, person, entity or entities may require. 6.11 Waiver. No waiver of any of the provisions of this Agreement shall ------ be deemed, or shall constitute a waiver of any other provision, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver. 6.12 Acknowledgment Concerning Counsel. Each party acknowledges that ----------------------------------- it had the opportunity to employ separate and independent counsel of its own choosing in connection with this Agreement. 6.15 Compliance with Securities Laws. Nothing in this contract ---------------------------------- shall require CONSULTANT to undertake to engage in any activities on behalf of CLIENT that would require its registration under the federal or state securities laws in any capacity. 6.16 Indemnification. CLIENT and CONSULTANT AGREE TO MUTUALLY --------------- indemnify and hold harmless EACH OTHER and its officers, directors, agents and employees against any expenses which may be incurred by CLIENT or CONSULTANT as a result of statements made by EITHER PARTY that are inaccurate or misleading. 6.17 Representations of CONSULTANT. The CONSULTANT represents and ----------------------------- warrants as follows: (a) CONSULTANT is an accredited investor within the meaning of Regulation D promulgated under the Securities Act of 1933 (the "SECURITIES ACT"); (b) CONSULTANT has such knowledge and experience in business and financial matters as to be capable of evaluating the merits and risks of an investment in the Client and has the capacity to protect its own interest in connection with the acquisition of the common stock; (c) CONSULTANT has the financial ability to bear the economic risk of its investment, has adequate means for providing for its current needs and foreseeable contingencies, has no need now, and anticipates no need in the foreseeable future, to sell the common stock, is able to hold the common stock for an indefinite period of time and can afford a complete loss of the common stock (and that its overall commitment to investments, including this one, which are not readily marketable is not disproportionate to its net worth, and that this investment will not cause its commitment to become excessive); (d) CONSULTANT is acquiring the common stock for it's own account, for investment purposes only, and not with a view to or for sale in connection with any resale or distribution of such securities in violation of the Securities Act and no other person will have any direct or indirect beneficial interest in or right to the common stock. (e) CONSULTANT will provide bona fide services to the CLIENT and the services are not in connection with the offer or sale of CLIENT securities in a capital-raising transaction, and do not directly or indirectly promote or maintain a market for the CLIENT's securities. (f) CONSULTANT is an entity wholly-owned by the individual who is rendering consulting services to the CLIENT. (g) CONSULTANT will not draft or release, or otherwise provide information to be used in, any publication or press release concerning the CLIENT without the CLIENT's express written permission. (h) CONSULTANT has the full power and legal ability to enter into the transactions contemplated by this Agreement and is not the subject of any claim or action or a party to any agreement which would impair or prohibit its ability, or require the consent of any other person to complete its commitments under this Agreement. This Agreement has been duly and validly authorized, executed and delivered by CONSULTANT and is the valid and binding obligation of CONSULTANT, enforceable against CONSULTANT in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, and other similar laws relating to or affecting creditors rights generally and by general equitable principles. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above. CLIENT: SINGLE SOURCE FINANCIAL SERVICES CORPORATION ACCEPTED BY: Arnold F. Sock President /S/ Arnold F. Sock ______________________________________________ Signature CONSULTANT: ARDELE (INTERNATIONAL) ACCEPTED BY: Managing Director ______________________________________________ Signature EX-10.4 7 doc6.txt INDEPENDENT CONTRACTOR/CONSULTING AGREEMENT BETWEEN SINGLE SOURCE FINANCIAL SERVICES CORPORATION AND SABACO INVESTMENT ADVISORS DATED OCTOBER 3, 2001 THIS AGREEMENT is made and entered into this 3rd day of October, 2001 by and between Single Source Financial Services Corporation (hereinafter "CLIENT"), with an office at 10780 Santa Monica Boulevard, Suite 240, Los Angeles, California 90025 and Sabaco Investment Advisors, whose address is Saint Andrews Court, Fredrick Street Steps, P.O. Box N4805, Nassau, Bahamas (hereinafter "CONSULTANT"). RECITALS WHEREAS, CLIENT, through its subsidiary, is engaged in the business of selling and leasing to merchants various types of equipment used to record and facilitate electronic financial transactions, including credit and debit card purchases, and is a publicly traded company listed on the OTC Bulletin Board. WHEREAS, CONSULTANT is in the business of providing general business consulting, including strategic business planning and identification of potential merger and acquisition candidates. WHEREAS, in the operation of CLIENT's business, CLIENT is in need of the services which CONSULTANT provides and wishes to enter into a business arrangement with CONSULTANT to provide such services. IN CONSIDERATION of the promises and mutual covenants hereby contained, it is hereby agreed as follows and will confirm the arrangements, terms and conditions pursuant to which the CONSULTANT has been retained to serve as a CONSULTANT and advisor to CLIENT on a nonexclusive basis. The undersigned hereby agrees to the following terms and conditions: 1. Terms of Contract. This Agreement will become effective on October 3, 2001, and will continue in effect for a period of twelve (12) months unless earlier terminated pursuant to Section 5 of this Agreement. 2. Services to be performed by CONSULTANT. 2.1 Duties of CONSULTANT. CONSULTANT agrees to provide strategic ---------------------- planning to CLIENT. The CONSULTANT will provide such consulting services and advice pertaining to the CLIENT's business affairs as the CLIENT may from time to time reasonably request. Without limiting the generality of the foregoing, CONSULTANT will assist the CLIENT in preparation of its strategic business plan, expansion plans, and in developing, studying and evaluating world-wide merger and acquisitions proposals, prepare reports, assist with Internet websites, rental of databases, feature stories, analytical reports and studies thereon when advisable, and assist in negotiations and discussion pertaining thereto. The CONSULTANT shall (i) undertake such duties and exercise such powers in relation to the CLIENT and its business as the CLIENT's Board of Directors (the "Board") shall from time to time assign (within the parameters of the duties of the CONSULTANT set forth above), (ii) in the discharge of such duties and in the exercise of such powers observe and comply with all resolutions and directions from time to time made or given by the Board, and (iii) use its best efforts in the performance of its duties and in the promotion of the interests of the CLIENT. The CONSULTANT shall, during the term of this Agreement, follow the directions from time to time issued by the Board and in all respects and in accordance with the law, conform to and comply with the proper and reasonable directions and regulations given by the Board and use its utmost endeavors to promote the CLIENT's best interests and shall not disclose the private affairs of the CLIENT, or any secrets of the CLIENT, to any person other than the Board, save in the ordinary course of business, and shall not use for its own purposes, or for any purpose other than those of the CLIENT, any information it may acquire with respect to the CLIENT's affairs. The parties acknowledge and agree that CONSULTANTS efforts will be on a "best efforts" basis and that there is no guarantee that a successful transaction will take place. 2.2 Independent Contractor Status. It is the express intention of the ------------------------------ parties that CONSULTANT be an independent contractor and not an employee, agent, joint venture or partner of CLIENT. CLIENT shall have no right to and shall not control the manner or prescribe the method by which CONSULTANT performs the above-described services. CONSULTANT shall be entirely and solely responsible for its own actions and the sanctions of its agents, employees or partners while engaged in the performance of services required by the Agreement. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between CLIENT and CONSULTANT or any employee, agent or CONSULTANT. Both parties acknowledge that CONSULTANT is not an employee for state or federal income tax purposes and CONSULTANT specifically agrees that it shall be exclusively liable for the payment of all income taxes, or the state or federal charges that are due as a result of receipt of any consideration for the performance of services required by this Agreement. CONSULTANT agrees that any such consideration is not subject to withholding by the CLIENT for payment of any taxes and also directs CLIENT not to withhold any sums for the consideration paid to CONSULTANT for the services provided hereunder. CONSULTANT shall retain the right to perform services for others during the term of this Agreement. Nothing herein shall constitute CONSULTANT as an employee or agent of the CLIENT, except to such extent as might hereinafter be agreed, CONSULTANT shall not have the authority to obligate or commit the CLIENT in any manner whatsoever. 2.3 Use of Employees. CONSULTANT may, at its own expense, use any ------------------ employee in the performance of those services. 2.4 Available Time. CONSULTANT shall make available such time, as it, --------------- in its sole discretion, shall deem appropriate for the performance of its obligations under this Agreement. 2.5 Confidentiality. CONSULTANT agrees that it shall not disclose to --------------- any third party any nonpublic, proprietary or confidential information of CLIENT unless such third party has executed a non-disclosure agreement relating to such information (in a form acceptable to the CLIENT). 3. Compensation 3.1 Stock. CLIENT and CONSULTANT agree that CONSULTANT shall receive ----- 625,000 shares of CLIENT's common stock to be registered on a Form S-8 to be filed with the Securities and Exhchange Commission within ten (10) days of the date hereof. The shares will be delivered to CONSULTANT within fifteen (15) business days after this Agreement has been executed. 4. Obligations of CLIENT 4.1 Cooperation. CLIENT shall provide CONSULTANT with access to all ----------- documents reasonably necessary for the performance of CONSULTANT's duties under this Agreement. 4.2 Payment. CLIENT agrees to comply with payment schedule as outlined ------- in Section 3.1 above. In failing to do so CLIENT agrees and understands that immediate termination of this Agreement will apply as outlined in Section 5 below. 4.3 Obligations. Notwithstanding anything in this Agreement, the ----------- CLIENT shall not be obligated to pursue any venture, transaction etc. brought to it by CONSULTANT in connection with CONSULTANT's services under this Agreement. 5. Termination of Agreement 5.1 This Agreement may be terminated: (a) by either party at any time for "just cause", immediately upon written notice to the other setting forth: (i) the cause, (ii) the date of such notice, and (iii) the effective date of termination; and (b) by either party upon thirty (30) calendar days written notice to the other, setting forth: (i) the date of such notice, and (ii) the effective date of such termination. 5.2 The term "just cause" contained in Section 5.1 hereof shall include, but not be limited to: (a) a material breach of a provision of this Agreement; (b) any willful breach of duty or habitual neglect of duty by CONSULTANT; (c) the commencement of any investigation, or inquiry by any regulatory agency, Securities Exchange Commission, NASD and/or any exchange or market against the CONSULTANT; or (d) the CONSULTANT shall violate any law, ordinance, permit or regulation of any governmental entity. 5.3 Upon the termination or expiration of this Agreement for any reason the CONSULTANT shall immediately return all documents, and copies of all CLIENT literature, licenses, and related documents in its possession with respect to the CLIENT. 5.4 On the effective date of termination, or the expiration, of this Agreement, the CONSULTANT will deliver to the CLIENT, in a reasonable state of repair, all property, both real and personal, owned, leased or bailed to the CONSULTANT and used by or in the possession of the CONSULTANT. 5.5 If this Agreement is terminated by the CLIENT for any reason during the first thirty (30) days, or for "just cause" by the CLIENT during the first sixty (60) days, or without cause by the CONSULTANT during the first sixty (60) days, then the CONSULTANT shall return all compensation previously paid as per Section 3 above. Upon termination of this Agreement the CLIENT's obligations set forth in Section 3 above shall cease immediately. 6. General Provisions. 6.1 Further Acts. Each party agrees to perform any further acts and ------------- execute and deliver any further documents that may be reasonably necessary to carry out the provisions and intent of this Agreement. 6.2 Entire Agreement. This Agreement contains the entire understanding ---------------- of the parties hereto with respect to the subject matter contained herein and may be amended only by a written instrument signed by the parties affected thereby, or their respective successors or assigns. This Agreement cancels and supersedes all prior agreements, if any, oral or written, between CLIENT and CONSULTANT. 6.3 Severability. If any provision of this Agreement shall be held ------------ invalid such invalidity shall not affect the other provision hereof, and to this extent the provisions of this Agreement are intended to be and shall be deemed severable. 6.4 Counterparts. This Agreement may be executed simultaneously in two ------------ or more counterparts, each of which shall be deemed an original by all of which together shall constitute on and the same instrument. 6.5 Notices. Any notice or other communication required or permitted ------- under this Agreement shall be sufficiently given if delivered personally or sent by registered or certified mail, postage prepaid and return receipt requested, to the address of the parties set forth in the first paragraph of this Agreement or at such address as may have been provided in like manner in writing to both of the parties to this Agreement. Any notice that is sent by mail under this Agreement shall be considered received on the date on which it is actually delivered to the premises of the party of whom it is properly addressed, such date to be conclusively evidenced by the date of the return receipt. 6.6 Governing Law; Venue. This Agreement shall be construed in ---------------------- accordance with, and governed by the laws of the State of California. Venue for any cause of action shall be Los Angeles County, California. 6.7 Attorney's fees. If any party to this Agreement shall institute or ---------------- any action or proceeding to interpret or enforce this Agreement, or to obtain damages by reason of any alleged breach of this Agreement, the prevailing party shall be entitled to recover costs of suit or arbitration and a reasonable sum for attorneys fees, all of which shall be deemed to have accrued upon the commencement of such action. 6.8 Assignment. No party to this Agreement may assign this Agreement ---------- or its right or obligations hereunder without the written consent of the other. 6.9 Headings. The heading of this Agreement are inserted solely for -------- the convenience of reference and are not part of, and are not intended to govern, limit or aid in the construction of any term or provision hereof. 6.10 Pronouns. All pronouns and any variations thereof shall be deemed -------- to refer to the masculine, feminine or neuter, singular or plural, as the identity of the person, person, entity or entities may require. 6.11 Waiver. No waiver of any of the provisions of this Agreement shall ------ be deemed, or shall constitute a waiver of any other provision, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver. 6.12 Acknowledgment Concerning Counsel. Each party acknowledges that ----------------------------------- it had the opportunity to employ separate and independent counsel of its own choosing in connection with this Agreement. 6.15 Compliance with Securities Laws. Nothing in this contract ---------------------------------- shall require CONSULTANT to undertake to engage in any activities on behalf of CLIENT that would require its registration under the federal or state securities laws in any capacity. 6.16 Indemnification. CLIENT and CONSULTANT AGREE TO MUTUALLY --------------- indemnify and hold harmless EACH OTHER and its officers, directors, agents and employees against any expenses which may be incurred by CLIENT or CONSULTANT as a result of statements made by EITHER PARTY that are inaccurate or misleading. 6.17 Representations of CONSULTANT. The CONSULTANT represents and ----------------------------- warrants as follows: (a) CONSULTANT is an accredited investor within the meaning of Regulation D promulgated under the Securities Act of 1933 (the "SECURITIES ACT"); (b) CONSULTANT has such knowledge and experience in business and financial matters as to be capable of evaluating the merits and risks of an investment in the Client and has the capacity to protect its own interest in connection with the acquisition of the common stock; (c) CONSULTANT has the financial ability to bear the economic risk of its investment, has adequate means for providing for its current needs and foreseeable contingencies, has no need now, and anticipates no need in the foreseeable future, to sell the common stock, is able to hold the common stock for an indefinite period of time and can afford a complete loss of the common stock (and that its overall commitment to investments, including this one, which are not readily marketable is not disproportionate to its net worth, and that this investment will not cause its commitment to become excessive); (d) CONSULTANT is acquiring the common stock for it's own account, for investment purposes only, and not with a view to or for sale in connection with any resale or distribution of such securities in violation of the Securities Act and no other person will have any direct or indirect beneficial interest in or right to the common stock. (e) CONSULTANT will provide bona fide services to the CLIENT and the services are not in connection with the offer or sale of CLIENT securities in a capital-raising transaction, and do not directly or indirectly promote or maintain a market for the CLIENT's securities. (f) CONSULTANT is an entity wholly-owned by the individual who is rendering consulting services to the CLIENT. (g) CONSULTANT will not draft or release, or otherwise provide information to be used in, any publication or press release concerning the CLIENT without the CLIENT's express written permission. (h) CONSULTANT has the full power and legal ability to enter into the transactions contemplated by this Agreement and is not the subject of any claim or action or a party to any agreement which would impair or prohibit its ability, or require the consent of any other person to complete its commitments under this Agreement. This Agreement has been duly and validly authorized, executed and delivered by CONSULTANT and is the valid and binding obligation of CONSULTANT, enforceable against CONSULTANT in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, and other similar laws relating to or affecting creditors rights generally and by general equitable principles. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above. CLIENT: SINGLE SOURCE FINANCIAL SERVICES CORPORATION ACCEPTED BY: Arnold F. Sock President ______________________________________________ Signature CONSULTANT: SABACO INVESTMENT ADVISORS ACCEPTED BY: Managing Director ______________________________________________ Signature EX-23.2 8 doc7.txt [Jonathon P. Ruben, CPA Letterhead] CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS Single Source Financial Services Corporations 10780 Santa Monica Blvd., Suite 240 Los Angeles, CA 90025 We consent to the use in this Form S-8 of our referenced report relating to the financial statements of Single Source Financial Services Corporation, and to the reference of our firm under the headings "Expert." ss/ Jonathon P. Reuben C.P.A. Jonathon P. Reuben, C.P.A. An Accountancy Corporation Torrance, CA 90505 October 8, 2001