-----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, VXwpbYF12NSr7g1og6PRy56ADJg2qtmi1Q0vgqc1HT9M/MXnKjNkz5t7jtAi40kl IECiPHAKOVpPFIUby4eL6Q== 0001092388-00-000120.txt : 20000403 0001092388-00-000120.hdr.sgml : 20000403 ACCESSION NUMBER: 0001092388-00-000120 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20000328 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000331 FILER: COMPANY DATA: COMPANY CONFORMED NAME: E-NET FINANCIAL COM CORP CENTRAL INDEX KEY: 0000926844 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] IRS NUMBER: 841273503 STATE OF INCORPORATION: NV FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-24512 FILM NUMBER: 591089 BUSINESS ADDRESS: STREET 1: 3200 BRISTOL STREET STREET 2: SUITE 710 CITY: COSTA MESA STATE: CA ZIP: 92626 BUSINESS PHONE: 7145572222 MAIL ADDRESS: STREET 1: 2102 BUSINESS CENTER DRIVE STREET 2: 115E CITY: IRVINE STATE: CA ZIP: 92612 FORMER COMPANY: FORMER CONFORMED NAME: E-NET COM CORP DATE OF NAME CHANGE: 20000127 FORMER COMPANY: FORMER CONFORMED NAME: E NET FINANCIAL CORP DATE OF NAME CHANGE: 19990920 FORMER COMPANY: FORMER CONFORMED NAME: E NET CORP/NV DATE OF NAME CHANGE: 19990513 8-K 1 FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 -------------------- FORM 8-K PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) MARCH 28, 2000 -------------------- E-NET FINANCIAL.COM CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) NEVADA 0-24512 84-1273503 (STATE OR OTHER (COMMISSION (IRS EMPLOYER JURISDICTION FILE NUMBER) IDENTIFICATION NO.) OF INCORPORATION) 3200 BRISTOL STREET, SUITE 700, COSTA MESA, CA 92626 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (949) 253-4633 (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) -------------------- (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT) -------------------- ITEM 2. ACQUISITION OF DISPOSITION OF ASSETS a. On or about March 28, 2000 e-Net Financial.Com Corporation (the Company) acquired ExpiDoc.com Inc., (the Subsidiary) a California corporation. All assets, including but not limited to, tangible ones such as computers, servers, and related telecommunications equipment, as well as non-tangible assets such as contracts, on-going business relationships, and "goodwill," are included in the acquisition. The Company is paying twenty-four thousand (24,000) restricted shares, of the Company's Common Stock, to the former owners, Tony Tseng and Christina Lee, in exchange for all shares issued and outstanding of the Subsidiary. The Company agrees to provide to the Subsidiary $125,000 to be used for working capital. The Company further agrees to leave on the books of the Subsidiary the first $50,000 of revenue generated by the Subsidiary as additional working capital. The purchase agreement is appended hereto as Exhibit 10.1. It is agreed that the common shares shall be entitled to registration in the event that the Company files a registration statement with the Securities and Exchange Commission during the one-year period of time following the date of the acquisition. The purchase price of the acquisition based upon the $7.00 per share value of the Company's Common Stock as of a recent date was $168,000. The purchase price represents approximately 2.5 times the projected annual earnings of the acquisition and is estimated to be approximately 50% of the total investment necessary to operate the Subsidiary over the projected period. The former owners of the Subsidiary are Tony Tseng and Christina Lee. Both Mr. Tseng and Ms. Lee have signed employment and/or management agreements, either individually or through Document Management Services, Inc., a California corporation, with the Subsidiary. In addition, two key consultants, Mr. Scott Presta and Mr. Vince Rinehart, have also signed management/consulting agreements with the Subsidiary. These agreements run for seven years. These agreements are appended hereto as Exhibits 10.2, 10.3, 10.4, 10.5 and 10.6. Document Services Inc., will receive 50% of pretax profits, up to $1,000,000 annually, 40% of pretax profits between $1,000,001 and $1,800,000, 30% of pretax profits between $1,800,001 and $2,600,000, and 20% of pretax profits over $2,600,000. In addition, if within the first 12 months there are three consecutive months that average 2,200 or more signings a performance bonus of 20,000 shares of the Company's common stock will be paid. If within the first 24 months there are three consecutive months that average 4,400 or more signings a performance bonus of 20,000 shares of the Company's common stock will be paid. If the Subsidiary is sold during the term of this agreement a performance incentive will be paid equal to 25% of the profit realized from the sale. Mr. Scott Presta will receive, as compensation, 5% of the net pretax profit each month. In addition, if within the first 12 months there are three consecutive months that average 2,200 or more signings a performance bonus of 2,000 shares of the Company's common stock will be paid. If within the first 24 months there are three consecutive months that average 4,400 or more signings an additional performance bonus of 2,000 shares the of Company's common stock will be paid. If the Subsidiary is sold during the term of this agreement a performance incentive will be paid equal to 2.5% of the profit realized from the sale. Mr. Vince Rinehart will receive, as compensation, 5% of the net pretax profit each month. In addition, if within the first 12 months there are three consecutive months that average 2,200 or more signings a performance bonus of 2,000 shares of the Company's common stock will be paid. If within the first 24 months there are three consecutive months that average 4,400 or more signings an additional performance bonus of 2,000 shares of the Company's common stock will be paid. If the Subsidiary is sold during the term of this agreement a performance incentive will be paid equal to 2.5% of the profit realized from the sale. It is the Company's intention to continue and expand this business. The equipment will be used for the same purposes. The Registrant does not intend to make any material changes in the operations of the Subsidiary. ITEM 7. FINANCIAL STATEMENTS, PROFORMA FINANCIAL INFORMATION, AND EXHIBITS a. Financial Statements of Businesses Acquired The required financial statements are not currently available. Pursuant to paragraph (a) (4) of Item 7, the required statements will be filed as soon as practicable, but not later than 60 days after the date this Form 8-K is required to be filed. b. Proforma Financial Information The required pro forma financial information is not currently available. Pursuant to paragraph (b) (2) of Item 7, the required proforma financial information will be filed as soon as practicable, but not later than 60 days after the date this Form 8-K is required to be filed. c. Exhibits-- 10.1 Stock Purchase Agreement 10.2 Employee Agreement -- Tony Tseng 10.3 Employee Agreement -- Christina Lee 10.4 Management Agreement-- Document Services Management. Inc. 10.5 Consulting Agreement -- Scott Presta 10.6 Consulting Agreement -- Vince Rinehart Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed by the undersigned hereunto duly authorized. DATE MARCH 30, 2000 E-NET FINANCIAL.COM CORPORATION /s/ Michael Roth --------------------------- Michael Roth, President EX-10.1 2 EXHIBIT 10.1 EXHIBIT 10.1 STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT ("Agreement"), dated as of March 17th, 2000 is by and between E-NET FINANCIAL.COM CORPORATION (the "PURCHASER"), and TONY TSENG and CHRISTINA LEE (jointly referred to as "SELLER"). W I T N E S S E T H WHEREAS, Seller currently owns 100% of the issued and outstanding shares (the "Shares") of ExpiDoc.com, Inc. (the "Company"); WHEREAS, SELLER desires to sell to each of the PURCHASERS and PURCHASERS desire to purchase from SELLER, 100% of SELLER's right, title and interest in and to the Shares of the Company subject to the terms and conditions set forth herein. NOW THEREFORE, in consideration of the promises and respective mutual agreements herein contained, it is agreed by and between the parties hereto as follows: ARTICLE 1 SALE AND PURCHASE OF THE SHARES 1. SALE OF THE SHARES. 1.1 SELLER shall transfer the Shares to PURCHASER in exchange for a total of 24,000 shares of restricted common stock of E-Net Financial.com (the "ENNT shares"), a contribution of one hundred twenty-five thousand dollars ($125,000.00) into Expidoc.com, and a reinvestment of fifty thousand dollars ($50,000) into Expidoc.com payable from the first fifty thousand dollars of profit received by PURCHASER by virtue of the ownership of the Shares. 1.2 It is hereby understood that such common shares shall be entitled to registration in the event PURCHASER files a registration statement with the Securities Exchange Commission during the one year period of time following the date of this Agreement. 1.3 The Shares shall be issued in two separate certificates: one certificate payable issued to Tony Tseng for 12,000 ENNT shares; and, one certificate issued to Christina Lee for 12,000 ENNT shares. 1.4 As soon as practicable after the execution of the document, SELLER and PURCHASER shall each deliver the certificates representing the Shares and ENNT shares or other documentary evidence of the Shares to the other. 1.5 Concurrently with the delivery of the ENNT shares, PURCHASER shall deliver to SELLER an employment agreement, the terms and conditions of which are contained in the Employment Agreement attached hereto as EXHIBIT A-1 AND A-2 and incorporated herein by this reference. 1.6 Concurrently with the delivery of the ENNT shares and the Shares, PURCHASER shall contribute $125,000 to Expidoc.com. 1.7 Concurrently with the delivery of the ENNT shares and the Shares, all directors will be caused to resign form the Board of Directors of Expidoc.com. They shall be replaced by Tony Tseng, and two directors appointed by PURCHASER. These directors shall be Vince Rinehart and Scott Presta. 1.8 Concurrently with the delivery of ENNT shares and the Shares, SELLER shall cause to be delivered by Expidoc.com management agreements by and between Expidoc.com and Document Services Management, Inc., Scott Presta and Vince Rinehart. The management agreements, the form of which is attached hereto as EXHIBIT B-1, B-2 AND B-3 are incorporated herein by this reference. 1.9 PURCHASER agrees to reinvest as consideration for the transactions contained herein the amount of fifty thousand dollars ($50,000) into Expidoc.com payable from the first fifty thousand dollars of profit received by PURCHASER by virtue of the ownership of the Shares. ARTICLE 2 REPRESENTATIONS AND COVENANTS OF SELLER AND PURCHASER 2.1 SELLER hereby represents and warrants that: (a) The Shares sold hereunder have been duly authorized by the appropriate corporate action of COMPANY. (b) SELLER shall transfer title, in and to the Shares to PURCHASER free and clear of all liens, security interests, pledges, encumbrances, charges, restrictions, demands and claims, of any kind and nature whatsoever, whether direct or indirect or contingent. 2.2 On the Closing Date, SELLER shall deliver to each of the PURCHASER certificates representing 100% of the issued and outstanding Shares of the COMPANY, which shall contain a legend as follows: THE SHARES (OR OTHER SECURITIES) REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE. 2.3 PURCHASERS acknowledge and agree that SELLER makes no other representations or warranties with respect to the Shares or the COMPANY. 2.4 SELLER has full power and authority to execute this Agreement and no further action will be necessary on his part to make this Agreement valid and binding upon SELLER in accordance with its terms. 2.5 PURCHASERS represent and warrant to SELLER as follows: (a) PURCHASER has adequate means of providing for current needs and contingencies, has no need for liquidity in the investment, and is able to bear the economic risk of an investment in the Shares offered by SELLER of the size contemplated. PURCHASERS have each had a full opportunity to inspect the books and records of the COMPANY and to make any and all inquiries of COMPANY officers and directors regarding the COMPANY and its business as PURCHASERS have deemed appropriate. (b) PURCHASERS are acquiring the Shares solely for their own account as principal, for investment purposes only and no other person or entity has a direct or indirect beneficial interest in such Shares. Each of the PURCHASERS represent that they have full power and authority to execute this Agreement and to consummate the transactions contemplated herein. ARTICLE 3 CLOSING AND DELIVERY OF DOCUMENTS 3.1 CLOSING. The Closing shall be deemed to have occurred upon execution of this Agreement and tender of consideration to the Seller. Immediately upon such execution, the following shall occur as a single integrated transaction: (a) DELIVERY BY SELLER. SELLER shall deliver to PURCHASER the stock certificate and any and all other instruments of conveyance and transfer required by Section 1.3 to consummate the issuance of the Shares hereunder and as further described in Section 1.3. (b) DELIVERY BY PURCHASER. PURCHASER shall deliver the Purchase Price as required in Section 1.1. ARTICLE 4 MISCELLANEOUS 4.1 ENTIRE AGREEMENT. This Agreement sets forth the entire agreement and understanding of the parties hereto with respect to the transactions contemplated hereby, and supersedes all prior agreements, arrangements and understandings related to the subject matter hereof. 4.2 WAIVER AND AMENDMENT. Any term, provision, covenant, representation, warranty or condition of this Agreement may be waived, but only by a written instrument signed by the party entitled to the benefits thereof. The failure or delay of any party at any time or times to require performance of any provision hereof or to exercise its rights with respect to any provision hereof shall in no manner operate as a waiver of or affect such party's right at a later time to enforce the same. 4.3 COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall together constitute one and the same instrument. 4.7 ATTORNEYS' FEES. Except as otherwise provided herein, if a dispute should arise between the parties including, but not limited to arbitration, the prevailing party shall be reimbursed by the non-prevailing party for all reasonable expenses incurred in resolving such dispute, including reasonable attorneys' fees exclusive of such amount of attorneys' fees as shall be a premium for result or for risk of loss under a contingency fee arrangement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement, as of the date first written hereinabove. PURCHASER: Print name: Mike Roth ---------------------- e-Net Financial.com Corporation By: /s/ Mike Roth ------------------------------ Title:President and CEO ------------------ SELLER: /s/ Tony Tseng ---------------------------------- Tony Tseng /s/ Christina Lee ---------------------------------- Christina Lee EX-10.2 3 EXHIBIT 10.2 EXHIBIT 10.2 EMPLOYEE AGREEMENT -- TONY TSENG EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this "Agreement"), is by and between ExpiDoc.com, Inc. (the "Company"), and Tony Tseng, an individual ("Employee"). RECITALS A. Company is engaged in the business of operating a notary signing service for mortgage companies. B. Company desires to employ Employee as its President and Employee desires to accept this employment subject to the terms and conditions of this Agreement. NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein, the parties hereto hereby agree as follows: AGREEMENT 1. Term and Duties. Company hereby employs Employee as President for a term of seven (7) years commencing on the effective date indicated above. Employee shall use his abilities to manage the affairs of the company with the approval of the board of directors. 2. It is understood that Employee's employment hereunder shall be on a part-time basis and Employee shall devote such time and attention to the business of Employer as shall be required to perform the required services and duties, as directed by board of directors. 3. Compensation. Employee shall receive no salary in connection with this agreement. Employee shall be reimbursed for all expenses reasonably arising from the operations of Employer. Additional consideration is outlined in Exhibit B-1. 4. Disability of Employee. 4.1 Employee shall be considered disabled if, due to illness or injury, either physical or mental, Employee is unable to perform Employee's customary duties as an employee of Company for more than thirty (30) days in the aggregate out of a period of twelve (12) consecutive months. The determination that Employee is disabled shall be made by the Company, based in part upon a physician's certification from a physician selected by the Company and reasonably satisfactory to Employee. Employee agrees to timely submit to any required medical or other examination. 4.2 If Employee is determined to be disabled, Company shall have the option to terminate this Agreement in its entirety upon fourteen (14) days' written notice to Employee stating the date of termination, which date may be any time selected by Company, but after the date of the notice. 5. Termination. 5.1 Employee shall be employed for a term commencing on the Effective Date and ending seven (7) years thereafter. Thereafter, the employment term shall continue on an at will basis until terminated at the option of either party upon thirty (30) days' prior written notice. 5.2 Employee shall only be terminable prior to the termination of this seven year term in the event Company is able to prove in a court of competent jurisdiction that Employee has taken intentional unlawful acts which were intended to materially and adversely effect the operations of Employer. 6. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto their respective devisees, legatees, heirs, legal representatives, successors, and permitted assigns. The preceding sentence shall not affect any restriction on assignment set forth elsewhere in this Agreement. 7. Notices. Any notice, request, demand, or other communication given pursuant to the terms of this Agreement shall be deemed given upon delivery, if hand delivered, or forty-eight (48) hours after deposit in the United States mail, postage prepaid, and sent certified or registered mail, return receipt requested, correctly addressed to the addresses of the parties indicated in the signature page of this Agreement. 8. Assignment. Subject to all other provisions of this Agreement, any attempt to assign or transfer this Agreement or any of the rights conferred hereby, by judicial process or otherwise, to any person, firm, Company, or corporation without the prior written consent of the other party, shall be invalid, and may, at the option of such other party, result in an incurable event of default resulting in termination of this Agreement and all rights hereby conferred. 9. Entire Agreement. Except as provided herein, this Agreement, including exhibits, contains the entire agreement of the parties, and supersedes all existing negotiations, representations, or agreements and all other oral, written, or other communications between them concerning the subject matter of this Agreement. There are no representations, agreements, arrangements, or understandings, oral or written, between and among the parties hereto relating to the subject matter of this Agreement that are not fully expressed herein. 10. Severability. If any provision of this Agreement is unenforceable, invalid, or violates applicable law, such provision, or unenforceable portion of such provision, shall be deemed stricken and shall not affect the enforceability of any other provisions of this Agreement. 11. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall together constitute one and the same instrument. 12. Modification. No change, modification, addition, or amendment to this Agreement shall be valid unless in writing and signed by all parties hereto. 13. Attorneys' Fees. Except as otherwise provided herein, if a dispute should arise between the parties including, but not limited to arbitration, the prevailing party shall be reimbursed by the non-prevailing party for all reasonable expenses incurred in resolving such dispute, including reasonable attorneys' fees exclusive of such amount of attorneys' fees as shall be a premium for result or for risk of loss under a contingency fee arrangement. 14. Taxes. Any income taxes required to be paid in connection with the payments due hereunder, shall be borne by the party required to make such payment. Any withholding taxes in the nature of a tax on income shall be deducted from payments due, and the party required to withhold such tax shall furnish to the party receiving such payment all documentation necessary to prove the proper amount to withhold of such taxes and to prove payment to the tax authority of such required withholding. 15. Not for the Benefit of Creditors or Third Parties. The provisions of this Agreement are intended only for the regulation of relations among the parties. This Agreement is not intended for the benefit of creditors of the parties or other third parties and no rights are granted to creditors of the parties or other third parties under this Agreement. Under no circumstances shall any third party, who is a minor, be deemed to have accepted, adopted, or acted in reliance upon this Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the Effective Date. "Company" "Employee" EXPIDOC.COM, INC. TONY TSENG By /s/ Christina Lee /s/ Tony Tseng --------------------- ------------------- Its: Vice President --------------------- EX-10.3 4 EXHIBIT 10.3 EXHIBIT 10.3 EMPLOYEE AGREEMENT -- CHRISTINA LEE EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this "Agreement"), is by and between ExpiDoc.com, Inc. (the "Company"), and Christina Lee, an individual ("Employee"). RECITALS A. Company is engaged in the business of operating a notary signing service for mortgage companies. B. Company desires to employ Employee as its Vice President and Employee desires to accept this employment subject to the terms and conditions of this Agreement. NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein, the parties hereto hereby agree as follows: AGREEMENT 1. Term and Duties. Company hereby employs Employee as President for a term of seven (7) years commencing on the effective date indicated above. Employee shall use his abilities to manage the affairs of the company with the approval of the board of directors. 2. It is understood that Employee's employment hereunder shall be on a part-time basis and Employee shall devote such time and attention to the business of Employer as shall be required to perform the required services and duties, as directed by board of directors. 3. Compensation. Employee shall receive no salary in connection with this agreement. Employee shall be reimbursed for all expenses reasonably arising from the operations of Employer. Additional consideration is outlined in Exhibit B-1. 4. Disability of Employee. a. Employee shall be considered disabled if, due to illness or injury, either physical or mental, Employee is unable to perform Employee's customary duties as an employee of Company for more than thirty (30) days in the aggregate out of a period of twelve (12) consecutive months. The determination that Employee is disabled shall be made by the Company, based in part upon a physician's certification from a physician selected by the Company and reasonably satisfactory to Employee. Employee agrees to timely submit to any required medical or other examination. b. If Employee is determined to be disabled, Company shall have the option to terminate this Agreement in its entirety upon fourteen (14) days' written notice to Employee stating the date of termination, which date may be any time selected by Company, but after the date of the notice. 5. Termination. a. Employee shall be employed for a term commencing on the Effective Date and ending seven (7) years thereafter. Thereafter, the employment term shall continue on an at will basis until terminated at the option of either party upon thirty (30) days' prior written notice. b. Employee shall only be terminable prior to the termination of this seven year term in the event Company is able to prove in a court of competent jurisdiction that Employee has taken intentional unlawful acts which were intended to materially and adversely effect the operations of Employer. 6. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto their respective devisees, legatees, heirs, legal representatives, successors, and permitted assigns. The preceding sentence shall not affect any restriction on assignment set forth elsewhere in this Agreement. 7. Notices. Any notice, request, demand, or other communication given pursuant to the terms of this Agreement shall be deemed given upon delivery, if hand delivered, or forty-eight (48) hours after deposit in the United States mail, postage prepaid, and sent certified or registered mail, return receipt requested, correctly addressed to the addresses of the parties indicated in the signature page of this Agreement. 8. Assignment. Subject to all other provisions of this Agreement, any attempt to assign or transfer this Agreement or any of the rights conferred hereby, by judicial process or otherwise, to any person, firm, Company, or corporation without the prior written consent of the other party, shall be invalid, and may, at the option of such other party, result in an incurable event of default resulting in termination of this Agreement and all rights hereby conferred. 9. Entire Agreement. Except as provided herein, this Agreement, including exhibits, contains the entire agreement of the parties, and supersedes all existing negotiations, representations, or agreements and all other oral, written, or other communications between them concerning the subject matter of this Agreement. There are no representations, agreements, arrangements, or understandings, oral or written, between and among the parties hereto relating to the subject matter of this Agreement that are not fully expressed herein. 10. Severability. If any provision of this Agreement is unenforceable, invalid, or violates applicable law, such provision, or unenforceable portion of such provision, shall be deemed stricken and shall not affect the enforceability of any other provisions of this Agreement. 11. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall together constitute one and the same instrument. 12. Modification. No change, modification, addition, or amendment to this Agreement shall be valid unless in writing and signed by all parties hereto. 13. Attorneys' Fees. Except as otherwise provided herein, if a dispute should arise between the parties including, but not limited to arbitration, the prevailing party shall be reimbursed by the non-prevailing party for all reasonable expenses incurred in resolving such dispute, including reasonable attorneys' fees exclusive of such amount of attorneys' fees as shall be a premium for result or for risk of loss under a contingency fee arrangement. 14. Taxes. Any income taxes required to be paid in connection with the payments due hereunder, shall be borne by the party required to make such payment. Any withholding taxes in the nature of a tax on income shall be deducted from payments due, and the party required to withhold such tax shall furnish to the party receiving such payment all documentation necessary to prove the proper amount to withhold of such taxes and to prove payment to the tax authority of such required withholding. 15. Not for the Benefit of Creditors or Third Parties. The provisions of this Agreement are intended only for the regulation of relations among the parties. This Agreement is not intended for the benefit of creditors of the parties or other third parties and no rights are granted to creditors of the parties or other third parties under this Agreement. Under no circumstances shall any third party, who is a minor, be deemed to have accepted, adopted, or acted in reliance upon this Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the Effective Date. "Company" "Employee" EXPIDOC.COM, INC. CHRISTINA LEE By /s/ Tony Tseng /s/ Christina Lee --------------------- ------------------- Its: President --------------------- EX-10.4 5 EXHIBIT 10.4 EXHIBIT 10.4 MANAGEMENT AGREEMENT -- DOCUMENT SERVICES MANAGEMENT. INC. MANAGEMENT AGREEMENT This Management Agreement (this "Agreement") is made and entered into as of March 17th 2000, by and between Expidoc.com, Inc., a California corporation (hereinafter referred to as the "Company") and Document Services Management, Inc., California corporation (hereinafter referred to as the "Manager") (collectively, the "Parties"). RECITALS WHEREAS, Manager has certain management consulting experience pertaining to corporate structure, marketing, strategic alliances, and other matters relating to the management and growth of companies; and WHEREAS, the Company wishes to engage the services of the Manager to assist the Company in managing its business operations and growth. NOW, THEREFORE, in consideration of the mutual promises herein contained, the Parties hereto hereby agree as follows: 1. CONSULTING SERVICES Attached hereto as Exhibit A and incorporated herein by this reference is a description of the services to be provided by the Manager hereunder (the "Consulting Services"). Manager hereby agrees to utilize its best efforts in performing the Consulting Services, however, Manager makes no warranties, representations, or guarantees regarding any corporate strategies attempted by the Company or the eventual effectiveness of the Consulting Services. 2. TERM OF AGREEMENT This Agreement shall be in full force and effect commencing upon the date hereof. This Agreement has a term of seven years beginning on the date hereof. This Agreement shall be renewed automatically for succeeding terms of one year each unless either party gives notice to the other at least 30 days prior to the expiration of any term of their intention not to renew this Agreement. Either party hereto shall have the right to terminate this Agreement without notice in the event of the death, bankruptcy, insolvency, or assignment for the benefit of creditors of the other party. Manager shall have the right to terminate this Agreement if Company fails to comply with the terms of this Agreement, including without limitation its responsibilities for fees as set forth in this Agreement, and such failure continues unremedied for a period of 30 days after written notice to the Company by Manager. The Company shall have the right to terminate this Agreement upon delivery to Manager of notice setting forth with specificity facts comprising a material breach of this Agreement by Manager. Manager shall have 30 days to remedy such breach. 3. TIME DEVOTED BY MANAGER It is anticipated that the Manager shall spend as much time as deemed necessary by the Board of Directors in order to perform the obligations of Manager hereunder. The Company understands that this amount of time may vary and that the Manager may perform Consulting Services for other companies. 4. PLACE WHERE SERVICES WILL BE PERFORMED The Manager will perform most services in accordance with this Agreement at Manager's offices. In addition, the Manager will perform services on the telephone and at such other place(s) as necessary to perform these services in accordance with this Agreement. 5. COMPENSATION TO MANAGER The Manager's compensation for the Consulting Services shall be as set forth in Exhibit B attached hereto and incorporated herein by this reference. 6. INDEPENDENT CONTRACTOR Both Company and the Manager agree that the Manager will act as an independent contractor in the performance of his duties under this Agreement. Nothing contained in this Agreement shall be construed to imply that Manager, or any employee, agent or other authorized representative of Manager, is a partner, joint venturer, agent, officer or employee of Company. 7. CONFIDENTIAL INFORMATION The Manager and the Company acknowledge that each will have access to proprietary information regarding the business operations of the other and agree to keep all such information secret and confidential and not to use or disclose any such information to any individual or organization without the non-disclosing Parties prior written consent. It is hereby agreed that from time to time Manager and the Company may designate certain disclosed information as confidential for purposes of this Agreement. 8. INDEMNIFICATION The Company hereby agrees to indemnify and hold Manager harmless from any and all liabilities incurred by Manager under the Securities Act of 1933, as amended (the "Act"), the various state securities acts, or otherwise, insofar as such liabilities arise out of or are based upon (i) any material misstatement or omission contained in any offering documents provided by the Company (ii) any actions by the Company, direct or indirect, in connection with any offering by the Company, in violation of any applicable federal or state securities laws or regulations, or (iii) a breach of this Agreement by the Company. Furthermore, the Company agrees to reimburse Manager for any legal or other expenses incurred by Manager in connection with investigating or defending any action, proceeding, investigation, or claim in connection herewith. The indemnity obligations of the Company under this paragraph shall extend to the shareholders, directors, officers, employees, agents, and control persons of Manager. Manager hereby agrees to indemnify and hold the Company harmless from any and all liabilities incurred by the Company under the Act, the various state securities acts, or otherwise, insofar as such liabilities arise out of or are based upon (i) any actions by Manager, its officers, employees, agents, or control persons, direct or indirect, in connection with any offering by the Company, in violation of any applicable federal or state securities laws or regulations, or (ii) any breach of this Agreement by Manager. The indemnity obligations of the Parties under this paragraph 8 shall be binding upon and inure to the benefit of any successors, assigns, heirs, and personal representatives of the Company, the Manager, and any other such persons or entities mentioned hereinabove. 9. COVENANTS OF MANAGER Manager covenants and agrees with the Company that, in performing Consulting Services under this Agreement, Manager will: (a) Comply with all federal and state securities and corporate laws; (b) Not make any representations other than those authorized by the Company; and (c) Not publish, circulate or otherwise use any solicitation materials, investor mailings, or updates other than materials provided by or otherwise approved by the Company. 10. MISCELLANEOUS (A) Any controversy arising out of or relating to this Agreement or any modification or extension thereof, including any claim for damages and/or rescission shall be settled by arbitration in Orange County, California in accordance with the Commercial Arbitration Rules of the American Arbitration Association before a panel of three arbitrators. The arbitrators sitting in any such controversy shall have no power to alter or modify any express provisions of this Agreement or to render any award which by its terms effects any such alteration, or modification subject to 10(G). This Section 10 shall survive the termination of this Agreement. (B) If either party to this Agreement brings an action on this Agreement, the prevailing party shall be entitled to reasonable expenses therefore, including, but not limited to, attorneys' fees and expenses and court costs. (C) This Agreement shall inure to the benefit of the Parties hereto, their administrators and successors in interest. This Agreement shall not be assignable by either party hereto without the prior written consent of the other. (D) This Agreement contains the entire understanding of the Parties and supersedes all prior agreements between them. (E) This Agreement shall be constructed and interpreted in accordance with and the governed by the laws of the State of California. (F) No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by the Parties. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver. (G) If any provision hereof is held to be illegal, invalid or unenforceable under present or future laws effective during the term hereof, such provision shall be fully severable. This Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, and the remaining provisions hereof shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom. IN WITNESS WHEREOF, the Parties hereto have placed their signatures hereon on the day and year first above written. - ------------------------------ ---------------------------------------------- ExpiDoc.com, Inc. Document Services Management, Inc. BY: /s/ Tony Tseng BY: Christina Lee ---------------------- --------------------------------------- ITS: President ITS: President ---------------------- --------------------------------------- EXHIBIT A DESCRIPTION OF CONSULTING SERVICES Manager shall perform the following services pursuant to the terms of this Agreement: (1) General management consulting services, including but not limited to: (a) advising on corporate structure; (b) advising on marketing; and (c) developing strategic alliances. (2) Consulting on matters of the board of directors of the Company, including but not limited to: (a) assisting the board of directors in developing policies and procedures; and (c) assisting the board of directors of the Company in mergers, acquisitions, and other business combinations. The above services will be further defined and delineated by the Company's board of directors from time to time as necessary. EXHIBIT B TERMS OF COMPENSATION The Manager's compensation hereunder shall be as follows: 1. MONTHLY ADVISORY FEES. A monthly fee based on the monthly pretax profit as follows: For any Calendar year, 50% of all pretax profits up to $1,000,000 annually 40% of pretax profits between $1,000,001 and $1,800,000 30% of pretax profits between $1,800,001 and $2,600,000 20% of pretax profits over $2,600,000 2. PERFORMANCE BONUS. Manager shall be paid bonuses as follows: a. If within the first 12 months there are 3 consecutive months that average 2,200 or more completed signings per month, a performance bonus of 20,000 shares of E-Net Financial.com Corporation ("ENNT") will be paid. b. If within the first 24 months there are 3 consecutive months that average 4,400 or more completed signings per month, a performance bonus of 20,000 shares of ENNT will be paid. c. If the Company is sold at a profit during the term of this Agreement, a performance incentive will be paid equal to 25% of the net profit realized from the sale, in the event that e-Net Finacnial.com sells Expidoc.com to an unrelated third party. 3. EXPENSES. Manager shall be reimbursed for all out-of-pocket expenses upon submission of receipts or accounting to the Company, including, but not limited to, all travel expenses, research material and charges, computer charges, long-distance telephone charges, facsimile costs, copy charges, messenger services, mail expenses and such other Company related charges as may occur exclusively in relation to the Company's business as substantiated by documentation. - ------------------------------ ---------------------------------------------- ExpiDoc.com, Inc. Document Services Management, Inc. BY: /s/ Tony Tseng BY: Christina Lee ---------------------- --------------------------------------- ITS: President ITS: President ---------------------- --------------------------------------- EX-10.5 6 EXHIBIT 10.5 EXHIBIT 10.5 CONSULTING AGREEMENT -- SCOTT PRESTA MANAGEMENT AGREEMENT This Management Agreement (this "Agreement") is made and entered into as of March 17th 2000, by and between Expidoc.com, Inc., a California corporation (hereinafter referred to as the "Company") and Scott Presta, an individual (hereinafter referred to as the "Manager") (collectively, the "Parties"). RECITALS WHEREAS, Manager has certain management consulting experience pertaining to corporate structure, marketing, strategic alliances, and other matters relating to the management and growth of companies; and WHEREAS, the Company wishes to engage the services of the Manager to assist the Company in managing its business operations and growth. NOW, THEREFORE, in consideration of the mutual promises herein contained, the Parties hereto hereby agree as follows: 1. CONSULTING SERVICES Attached hereto as Exhibit A and incorporated herein by this reference is a description of the services to be provided by the Manager hereunder (the "Consulting Services"). Manager hereby agrees to utilize its best efforts in performing the Consulting Services, however, Manager makes no warranties, representations, or guarantees regarding any corporate strategies attempted by the Company or the eventual effectiveness of the Consulting Services. 2. TERM OF AGREEMENT This Agreement shall be in full force and effect commencing upon the date hereof. This Agreement has a term of seven years beginning on the date hereof. This Agreement shall be renewed automatically for succeeding terms of one year each unless either party gives notice to the other at least 30 days prior to the expiration of any term of their intention not to renew this Agreement. Either party hereto shall have the right to terminate this Agreement without notice in the event of the death, bankruptcy, insolvency, or assignment for the benefit of creditors of the other party. Manager shall have the right to terminate this Agreement if Company fails to comply with the terms of this Agreement, including without limitation its responsibilities for fees as set forth in this Agreement, and such failure continues unremedied for a period of 30 days after written notice to the Company by Manager. The Company shall have the right to terminate this Agreement upon delivery to Manager of notice setting forth with specificity facts comprising a material breach of this Agreement by Manager. Manager shall have 30 days to remedy such breach. 3. TIME DEVOTED BY MANAGER It is anticipated that the Manager shall spend as much time as deemed necessary by the board of directors in order to perform the obligations of Manager hereunder. The Company understands that this amount of time may vary and that the Manager may perform Consulting Services for other companies. 4. PLACE WHERE SERVICES WILL BE PERFORMED The Manager will perform most services in accordance with this Agreement at Manager's offices. In addition, the Manager will perform services on the telephone and at such other place(s) as necessary to perform these services in accordance with this Agreement. 5. COMPENSATION TO MANAGER The Manager's compensation for the Consulting Services shall be as set forth in Exhibit B attached hereto and incorporated herein by this reference. 6. INDEPENDENT CONTRACTOR Both Company and the Manager agree that the Manager will act as an independent contractor in the performance of his duties under this Agreement. Nothing contained in this Agreement shall be construed to imply that Manager, or any employee, agent or other authorized representative of Manager, is a partner, joint venturer, agent, officer or employee of Company. 7. CONFIDENTIAL INFORMATION The Manager and the Company acknowledge that each will have access to proprietary information regarding the business operations of the other and agree to keep all such information secret and confidential and not to use or disclose any such information to any individual or organization without the non-disclosing Parties prior written consent. It is hereby agreed that from time to time Manager and the Company may designate certain disclosed information as confidential for purposes of this Agreement. 8. INDEMNIFICATION The Company hereby agrees to indemnify and hold Manager harmless from any and all liabilities incurred by Manager under the Securities Act of 1933, as amended (the "Act"), the various state securities acts, or otherwise, insofar as such liabilities arise out of or are based upon (i) any material misstatement or omission contained in any offering documents provided by the Company (ii) any actions by the Company, direct or indirect, in connection with any offering by the Company, in violation of any applicable federal or state securities laws or regulations, or (iii) a breach of this Agreement by the Company. Furthermore, the Company agrees to reimburse Manager for any legal or other expenses incurred by Manager in connection with investigating or defending any action, proceeding, investigation, or claim in connection herewith. The indemnity obligations of the Company under this paragraph shall extend to the shareholders, directors, officers, employees, agents, and control persons of Manager. Manager hereby agrees to indemnify and hold the Company harmless from any and all liabilities incurred by the Company under the Act, the various state securities acts, or otherwise, insofar as such liabilities arise out of or are based upon (i) any actions by Manager, its officers, employees, agents, or control persons, direct or indirect, in connection with any offering by the Company, in violation of any applicable federal or state securities laws or regulations, or (ii) any breach of this Agreement by Manager. The indemnity obligations of the Parties under this paragraph 8 shall be binding upon and inure to the benefit of any successors, assigns, heirs, and personal representatives of the Company, the Manager, and any other such persons or entities mentioned hereinabove. 9. COVENANTS OF MANAGER Manager covenants and agrees with the Company that, in performing Consulting Services under this Agreement, Manager will: (a) Comply with all federal and state securities and corporate laws; (b) Not make any representations other than those authorized by the Company; and (c) Not publish, circulate or otherwise use any solicitation materials, investor mailings, or updates other than materials provided by or otherwise approved by the Company. 10. MISCELLANEOUS (A) Any controversy arising out of or relating to this Agreement or any modification or extension thereof, including any claim for damages and/or rescission shall be settled by arbitration in Orange County, California in accordance with the Commercial Arbitration Rules of the American Arbitration Association before a panel of three arbitrators. The arbitrators sitting in any such controversy shall have no power to alter or modify any express provisions of this Agreement or to render any award which by its terms effects any such alteration, or modification subject to 10(G). This Section 10 shall survive the termination of this Agreement. (B) If either party to this Agreement brings an action on this Agreement, the prevailing party shall be entitled to reasonable expenses therefore, including, but not limited to, attorneys' fees and expenses and court costs. (C) This Agreement shall inure to the benefit of the Parties hereto, their administrators and successors in interest. This Agreement shall not be assignable by either party hereto without the prior written consent of the other. (D) This Agreement contains the entire understanding of the Parties and supersedes all prior agreements between them. (E) This Agreement shall be constructed and interpreted in accordance with and the governed by the laws of the State of California. (F) No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by the Parties. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver. (G) If any provision hereof is held to be illegal, invalid or unenforceable under present or future laws effective during the term hereof, such provision shall be fully severable. This Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, and the remaining provisions hereof shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom. IN WITNESS WHEREOF, the Parties hereto have placed their signatures hereon on the day and year first above written. - --------------------------- -------------------- ExpiDoc.com, Inc. BY: /s/ Tony Tseng /s/ Scott Presta --------------------- -------------------- Scott Presta ITS: President --------------------- EXHIBIT A DESCRIPTION OF CONSULTING SERVICES Manager shall perform the following services pursuant to the terms of this Agreement: (1) General management consulting services, including but not limited to: (a) advising on corporate structure; (b) advising on marketing; and (c) developing strategic alliances. (2) Consulting on matters of the board of directors of the Company, including but not limited to: (a) assisting the board of directors in developing policies and procedures; and (c) assisting the board of directors of the Company in mergers, acquisitions, and other business combinations. The above services will be further defined and delineated by the Company's board of directors from time to time as necessary. EXHIBIT B TERMS OF COMPENSATION The Manager's compensation hereunder shall be as follows: 1. MONTHLY ADVISORY FEES. A monthly fee of 5% of the net pretax profit each month. 2. PERFORMANCE BONUS. Manager shall be paid bonuses as follows: a. If within the first 12 months there are 3 consecutive months that average 2,200 or more completed signings per month, a performance bonus of 2,000 shares of E-Net Financial.com Corporation ("ENNT") will be paid. b. If within the first 24 months there are 3 consecutive months that average 4,400 or more completed signings per month, a performance bonus of 2,000 shares of ENNT will be paid. c. If the Company is sold at a profit during the term of this Agreement, a performance incentive will be paid equal to 2.5% of the net profit realized from the sale, in the event that e-Net Finacnial.com sells Expidoc.com to an unrelated third party. 3. EXPENSES. Manager shall be reimbursed for all out-of-pocket expenses upon submission of receipts or accounting to the Company, including, but not limited to, all travel expenses, research material and charges, computer charges, long-distance telephone charges, facsimile costs, copy charges, messenger services, mail expenses and such other Company related charges as may occur exclusively in relation to the Company's business as substantiated by documentation. - --------------------------- -------------------- ExpiDoc.com, Inc. BY: /s/ Tony Tseng /s/ Scott Presta --------------------- -------------------- Scott Presta ITS: President --------------------- EX-10.6 7 EXHIBIT 10.6 EXHIBIT 10.6 CONSULTING AGREEMENT -- VINCE RINEHART MANAGEMENT AGREEMENT This Management Agreement (this "Agreement") is made and entered into as of March 17th 2000, by and between Expidoc.com, Inc., a California corporation (hereinafter referred to as the "Company") and Vince Rinehart, an individual (hereinafter referred to as the "Manager") (collectively, the "Parties"). RECITALS WHEREAS, Manager has certain management consulting experience pertaining to corporate structure, marketing, strategic alliances, and other matters relating to the management and growth of companies; and WHEREAS, the Company wishes to engage the services of the Manager to assist the Company in managing its business operations and growth. NOW, THEREFORE, in consideration of the mutual promises herein contained, the Parties hereto hereby agree as follows: 1. CONSULTING SERVICES Attached hereto as Exhibit A and incorporated herein by this reference is a description of the services to be provided by the Manager hereunder (the "Consulting Services"). Manager hereby agrees to utilize its best efforts in performing the Consulting Services, however, Manager makes no warranties, representations, or guarantees regarding any corporate strategies attempted by the Company or the eventual effectiveness of the Consulting Services. 2. TERM OF AGREEMENT This Agreement shall be in full force and effect commencing upon the date hereof. This Agreement has a term of seven years beginning on the date hereof. This Agreement shall be renewed automatically for succeeding terms of one year each unless either party gives notice to the other at least 30 days prior to the expiration of any term of their intention not to renew this Agreement. Either party hereto shall have the right to terminate this Agreement without notice in the event of the death, bankruptcy, insolvency, or assignment for the benefit of creditors of the other party. Manager shall have the right to terminate this Agreement if Company fails to comply with the terms of this Agreement, including without limitation its responsibilities for fees as set forth in this Agreement, and such failure continues unremedied for a period of 30 days after written notice to the Company by Manager. The Company shall have the right to terminate this Agreement upon delivery to Manager of notice setting forth with specificity facts comprising a material breach of this Agreement by Manager. Manager shall have 30 days to remedy such breach. 3. TIME DEVOTED BY MANAGER It is anticipated that the Manager shall spend as much time as deemed necessary by the board of directors in order to perform the obligations of Manager hereunder. The Company understands that this amount of time may vary and that the Manager may perform Consulting Services for other companies. 4. PLACE WHERE SERVICES WILL BE PERFORMED The Manager will perform most services in accordance with this Agreement at Manager's offices. In addition, the Manager will perform services on the telephone and at such other place(s) as necessary to perform these services in accordance with this Agreement. 5. COMPENSATION TO MANAGER The Manager's compensation for the Consulting Services shall be as set forth in Exhibit B attached hereto and incorporated herein by this reference. 6. INDEPENDENT CONTRACTOR Both Company and the Manager agree that the Manager will act as an independent contractor in the performance of his duties under this Agreement. Nothing contained in this Agreement shall be construed to imply that Manager, or any employee, agent or other authorized representative of Manager, is a partner, joint venturer, agent, officer or employee of Company. 7. CONFIDENTIAL INFORMATION The Manager and the Company acknowledge that each will have access to proprietary information regarding the business operations of the other and agree to keep all such information secret and confidential and not to use or disclose any such information to any individual or organization without the non-disclosing Parties prior written consent. It is hereby agreed that from time to time Manager and the Company may designate certain disclosed information as confidential for purposes of this Agreement. 8. INDEMNIFICATION The Company hereby agrees to indemnify and hold Manager harmless from any and all liabilities incurred by Manager under the Securities Act of 1933, as amended (the "Act"), the various state securities acts, or otherwise, insofar as such liabilities arise out of or are based upon (i) any material misstatement or omission contained in any offering documents provided by the Company (ii) any actions by the Company, direct or indirect, in connection with any offering by the Company, in violation of any applicable federal or state securities laws or regulations, or (iii) a breach of this Agreement by the Company. Furthermore, the Company agrees to reimburse Manager for any legal or other expenses incurred by Manager in connection with investigating or defending any action, proceeding, investigation, or claim in connection herewith. The indemnity obligations of the Company under this paragraph shall extend to the shareholders, directors, officers, employees, agents, and control persons of Manager. Manager hereby agrees to indemnify and hold the Company harmless from any and all liabilities incurred by the Company under the Act, the various state securities acts, or otherwise, insofar as such liabilities arise out of or are based upon (i) any actions by Manager, its officers, employees, agents, or control persons, direct or indirect, in connection with any offering by the Company, in violation of any applicable federal or state securities laws or regulations, or (ii) any breach of this Agreement by Manager. The indemnity obligations of the Parties under this paragraph 8 shall be binding upon and inure to the benefit of any successors, assigns, heirs, and personal representatives of the Company, the Manager, and any other such persons or entities mentioned hereinabove. 9. COVENANTS OF MANAGER Manager covenants and agrees with the Company that, in performing Consulting Services under this Agreement, Manager will: (a) Comply with all federal and state securities and corporate laws; (b) Not make any representations other than those authorized by the Company; and (c) Not publish, circulate or otherwise use any solicitation materials, investor mailings, or updates other than materials provided by or otherwise approved by the Company. 10. MISCELLANEOUS (A) Any controversy arising out of or relating to this Agreement or any modification or extension thereof, including any claim for damages and/or rescission shall be settled by arbitration in Orange County, California in accordance with the Commercial Arbitration Rules of the American Arbitration Association before a panel of three arbitrators. The arbitrators sitting in any such controversy shall have no power to alter or modify any express provisions of this Agreement or to render any award which by its terms effects any such alteration, or modification subject to 10(G). This Section 10 shall survive the termination of this Agreement. (B) If either party to this Agreement brings an action on this Agreement, the prevailing party shall be entitled to reasonable expenses therefore, including, but not limited to, attorneys' fees and expenses and court costs. (C) This Agreement shall inure to the benefit of the Parties hereto, their administrators and successors in interest. This Agreement shall not be assignable by either party hereto without the prior written consent of the other. (D) This Agreement contains the entire understanding of the Parties and supersedes all prior agreements between them. (E) This Agreement shall be constructed and interpreted in accordance with and the governed by the laws of the State of California. (F) No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by the Parties. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver. (G) If any provision hereof is held to be illegal, invalid or unenforceable under present or future laws effective during the term hereof, such provision shall be fully severable. This Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, and the remaining provisions hereof shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom. IN WITNESS WHEREOF, the Parties hereto have placed their signatures hereon on the day and year first above written. - --------------------------- -------------------- ExpiDoc.com, Inc. BY: /s/ Tony Tseng /s/Vince Rinehart --------------------- -------------------- Vince Rinehart ITS: President --------------------- EXHIBIT A DESCRIPTION OF CONSULTING SERVICES Manager shall perform the following services pursuant to the terms of this Agreement: (1) General management consulting services, including but not limited to: (a) advising on corporate structure; (b) advising on marketing; and (c) developing strategic alliances. (2) Consulting on matters of the board of directors of the Company, including but not limited to: (a) assisting the board of directors in developing policies and procedures; and (c) assisting the board of directors of the Company in mergers, acquisitions, and other business combinations. The above services will be further defined and delineated by the Company's board of directors from time to time as necessary. EXHIBIT B TERMS OF COMPENSATION The Manager's compensation hereunder shall be as follows: 1. MONTHLY ADVISORY FEES. A monthly fee of 5% of the net pretax profit each month. 2. PERFORMANCE BONUS. Manager shall be paid bonuses as follows: a. If within the first 12 months there are 3 consecutive months that average 2,200 or more completed signings per month, a performance bonus of 2,000 shares of E-Net Financial.com Corporation ("ENNT") will be paid. b. If within the first 24 months there are 3 consecutive months that average 4,400 or more completed signings per month, a performance bonus of 2,000 shares of ENNT will be paid. c. If the Company is sold at a profit during the term of this Agreement, a performance incentive will be paid equal to 2.5% of the net profit realized from the sale, in the event that e-Net Financial.com sells Expidoc.com to an unrelated third party. 3. EXPENSES. Manager shall be reimbursed for all out-of-pocket expenses upon submission of receipts or accounting to the Company, including, but not limited to, all travel expenses, research material and charges, computer charges, long-distance telephone charges, facsimile costs, copy charges, messenger services, mail expenses and such other Company related charges as may occur exclusively in relation to the Company's business as substantiated by documentation. - --------------------------- -------------------- ExpiDoc.com, Inc. BY: /s/ Tony Tseng /s/Vince Rinehart --------------------- -------------------- Vince Rinehart ITS: President --------------------- -----END PRIVACY-ENHANCED MESSAGE-----