-----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, Tpw/oobrSv2bV1MAQ214XWmelxdVKy+mMGrAdu3lAVChCSAGoWs1GLiC74zikKAz DhZqdtzFHwsRO+nJ5pridw== 0001077048-01-500130.txt : 20010808 0001077048-01-500130.hdr.sgml : 20010808 ACCESSION NUMBER: 0001077048-01-500130 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20010807 EFFECTIVENESS DATE: 20010807 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SHARECOM INC /IL/ CENTRAL INDEX KEY: 0001077150 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISC HEALTH & ALLIED SERVICES, NEC [8090] IRS NUMBER: 860857752 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-67018 FILM NUMBER: 1699847 BUSINESS ADDRESS: STREET 1: 1251 N. SHERWOOD LN. STREET 2: 1251 N. SHERWOOD LN. CITY: PALATINE STATE: IL ZIP: 60067 BUSINESS PHONE: 800-818-6505 MAIL ADDRESS: STREET 1: 1251 N. SHERWOOD LN STREET 2: 1251 N. SHERWOOD LN. CITY: PALATINE STATE: IL ZIP: 60067 FORMER COMPANY: FORMER CONFORMED NAME: ANONYMOUS DATA CORP DATE OF NAME CHANGE: 19990120 S-8 1 s8-73001.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C., 20549 Form S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 Commission file number 000-25523 SHARECOM, INC. (Exact name of registrant as specified in charter) Illinois 86-085772 (State of other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 1251 N. Sherwood Lane Palatine, Illinois 60067 (Address of Principal Executive Office) (Zip Code) Consultant Stock Compensation Plan (Full Title of the Plan) (800) 818-6505 (Registrant's Telephone Number, Including Area Code) Brad Nordling, President 1251 N. Sherwood Lane Palatine, Illinois 60067 (Name and Address of Agent for Service) Title of Securities to Amount to Proposed Proposed Amount of be registered be maximum maximum registration registered Offering aggregate fee price per offering share(2) price Common Stock (1) 2,000,000 $1.00 $2,000,000 $500
1 Represents up to 2,000,000 shares of common stock to be offered for resale by the persons indicated in the prospectus included as part of this Registration Statement, in addition to the additional shares offered herein. 2 Calculated in accordance with Rule 457(c) using the average of the low and high prices for the common stock on August 3, 2001. PROSPECTUS The date of this Prospectus is October 10, 2000 SHARECOM, INC. Up to 2,000,000 Shares of Common Stock Received by Directors, Officers, Consultants and Employees Under the Company's Consultant and Employee Stock Compensation Plan and Reoffered by Means of this Prospectus To Be Sold Either Privately or Through a Broker Transaction Selling shareholders of SHARECOM, INC. ("Company") will offer their shares through the over-the-counter market or through NASDAQ, if the Company's common stock is then included for quotation on NASDAQ. Selling shareholders, if control persons, are required to sell their shares in accordance with the volume limitations of Rule 144 under the Securities Act of 1933, which limits sales by each selling shareholder in any one month period to the greater of 1% of the total outstanding common stock (or approximately 160,600 shares after the issuance of the shares herein) or the average weekly trading volume of the Company's common stock during the four calendar weeks immediately preceding such sale. It is expected that brokers and dealers effecting transactions will be paid the normal and customary commissions for market transactions; however the Shares may be sold in a private transaction. The Company's Common Stock is currently quoted on the National Associations of Securities Dealers ("NASD") Over-the-Counter Bulletin Board ("OTCBB") under the symbol "ANYD". On August 3, 2001, the lowest bid price of the common stock was $0.25 per share, the closing low and high prices of shares of Common Stock of the Company were $1.00 and $1.00, respectively. However, the Company considers its Common Stock to be thinly traded and, as a result, any reported sales prices may not be a true market-based valuation of the Common Stock. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED ON THE ACCURACY OR THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. No person has been authorized by the Company to give any information or to make any representation other than as contained in this Prospectus and, if given or made, such information or representation must not be relied upon as having been authorized by the Company. Neither the delivery of this Prospectus nor any distribution of the shares of the Common Stock issuable under the terms of the Plan shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since the date hereof. This Prospectus does not constitute an offer to sell securities in any state to any person to whom it is unlawful to make such offer in such state. The securities offered hereby involve a high degree of risk. See "Risk Factors." SUMMARY OF PROSPECTUS Item 1. The Company This prospectus accompanies reoffers by consultants and employees of the Company of shares of common stock received through the Company's Consultant and Employee Compensation Plan. The Company, pursuant to the S-8 Registration, dated this same date, has registered 2,000,000 of the Company's common stock, which shares are to be issued pursuant to the Company's Consultant and Employee Stock Compensation Plan. The Company's principal offices are located at 1251 N. Sherwood Lane, Palatine, Illinois, 60067, telephone number (800) 818-6505. This form S-8 contains forward-looking statements within the meaning of the federal securities laws. These forward-looking statements are necessarily based on certain assumptions and are subject to significant risks and uncertainties. These forward-looking statements are based on management's expectations as of the date hereof, and the Company does not undertake any responsibility to update any of these statements in the future. Actual future performance and results could differ from that contained in or suggested by these forward-looking statements as a result of factors set forth in this Form S-8 (including those sections hereof incorporated by reference from other filings with the Securities and Exchange Commission), in particular as set forth in "Business Risks" under Item 1 and set forth in the "Management's Discussion and Analysis" under Item 6 in the Form 10-KSB. RISK FACTORS The purchase of the securities offered hereby is subject to risk. Investors should evaluate these risk factors carefully. Need for Additional Financing. The Company has been financed through the sale of its common stock. In order to succeed the Company may require additional capital for working capital and for marketing. There can be no assurance that such financing will be available, when required, on acceptable terms. Markets Uncertain. Despite the business experience of the officers, directors, and principal shareholders of the Company, and the Company's products there can be no assurance that markets for the Company's products will continue to be sizable enough to permit the Company to operate profitably. Reliance on Management. All decisions with respect to the management of the Company will be made exclusively by its officers and directors. To a large extent, the success of the Company will depend upon the quality of the management provided by its officers and directors. Dependence upon Key Personnel. The success of the Company will be largely dependent on the personal efforts of key employees, officers, and directors, who are responsible for the development of the business of the Company. If any of the key employees, officers or directors should, for whatever the reason, cease to serve the Company, the Company may find it difficult to find replacements within a short time frame, and thus, the Company's ability to meet its goals could be adversely affected. Company Capitalization. To the extent that the funding may be insufficient to meet expenses, the Company may be required to obtain the funds through additional borrowings by raising funds through selling equity interests in the Company. Management believes that operating profits can be generated, but both the production of intellectual properties and any return to Shareholders may take considerably longer than anticipated. PART I Item 2. General ShareCom was formed as an Internet e-commerce company selling electronic products to end consumers through its 2WayTalk.com website. ShareCom is now expanding its product lines through its other website called WeatherRadios.com. The founders are: Lynda Nordling, a marketing executive with twenty three years experience at the headquarters of a major insurance company, and Brad Nordling, a software developer who has twenty years technology experience with a concentration in website development in the last six years. The Company's principal executive offices are located at 1251 N. Sherwood Lane, Palatine, Illinois, telephone (800) 818-6505. Management Brad Nordling CEO, President and Chairman of the Board Michele Smith Secretary/ Treasurer Frank Richier Vice President of Operations Lynda Nordling Director William M. Somers, OD Director James Dobbs Director Douglas Marrison Director William Alleman Director
Brad Nordling-Chief Executive Officer, President and Chairman. Brad Founded ShareCom in 1994 as Shared Computer Services. Early services offered included Local Area Network installations and upgrades. Wed site development started in late 1996 and online shopping through 2 Way Talk and then WeatherRadios.com began in January 1999. Brad has been full-time at ShareCom since October 1, 2001. Before that, he also held outside positions, most recently at I-Jam Multimedia as Director of Information Technology. Brad began there in July 2000, creating their e-commerce on line presence. Before I-Jam, Brad was a Senior Developer for PowerCerv, an ERP Software producer. Starting in April 1997, Brad was in charge of developing and implementing customized systems for various corporate clients including Friskars and Lutheran Brotherhood. Prior to PowerCerv, Brad was a Senior Staff Programmer at Allstate Insurance at the conclusion of his ten-year career there. Lynda Nordling-Director. Lynda is a Senior Sales Manager for a major insurance company. Her twenty-three year career there began as an Agent in Madison, WI and has taken her to the Home Office, where she has been for thirteen years. Her recent achievements include development and implementation of new technology tools and systems for use by field sales staff. She has been involved in the creation of the new field Sales position from what was a standard employee to the Independent Contractor Sales Professionals now their standard. Lynda's earlier achievements include many Sales awards and honors for her personal production and also for her management teams, which she was instrumental in helping to grow in size to an entire territory of 226 representatives. William M. Somers-Director, has served as Director of Anonymous Data Corporation since November, 1998. From 1994 until present William Somers, a Doctor of Optometry has maintained a full time optometry practice in Las Vegas, Nevada. He has held numerous committee positions throughout his career including the Medicare Carrier Advisory Committee, the Nevada chapter of the American Optometric Association and advisory board committee member and spokesman for Vistakon (Johnson & Johnson contact lenses). He received his optometry degree from the Southern California College of Optometry. James Dobbs-Director. Jim is the President and Founder of Woodfield Planning Corporation in Rolling Meadows, IL., a diversified financial services company. Jim began the company 1982 and has recently opened new offices in Crystal Lake, IL. and Lombard, IL. He currently employees 50 people. Woodfield Planning specializes in Mortgages, Insurance, and Financial Planning. Douglas Marrison-Director. Doug is the President and Founder of Wireless Marketing Corporation in Schaumburg, IL. Wireless Marketing produces and markets 2-way radios such as CB Radios and Family Radios under the Cherokee name. They also produce products, through licensing agreements, under the First Alert and Coleman Electronics names. Doug started the company in 1995 after he left his position of Vice President at Cobra Electronics in Chicago, where he was at for ten years. Doug was in charge of sales and led Cobra through one of the biggest growth periods in their history and helped to expand their product lines. William Alleman-Director. Bill is currently IT Manager at Boise Cascade in Illinois. He has been there since March 2001 and has been building their new corporate networking infrastructure. He currently left Outboard Marine Corporation after successfully transitioning the Information Technology teams and systems to their new owners, Bornbardier. Bill had begun at OMC in 1998 and was also responsible for their entire networking infrastructure, which included many different countries. Prior to 1998, Bill was a consultant at TerraSys, a major consulting firm with expertise in networking and email systems. Michele Smith, Secretary/Treasurer. Michele started at ShareCom in March 2000 and holds a variety of responsibilities. She is in charge of all website development and maintenance for the WeatherRadio.com site. In addition to all her technical skills, she is in charge of all customer service at ShareCom. She handles all customer follow-ups for order status inquires and product returns. Michele duties also include keeping all financial records for the company and working with accountants for monthly and annual reconciliation. Prior to coming to ShareCom, Michele was customer service specialist for American Online. She began there in 1996, handling customer calls and monitoring various chat rooms and message boards. She also managed the accounting for her husband's own business. Frank Richier, Vice President of Operations. Frank began with ShareCom this May 2001. Prior to coming here, Frank was founding member of I-Jam Multimedia. Frank was in charge of Directing and managing the overall sales operation at I-Jam, which included a staff of over 30 sales persons throughout the United States. Relationships built with major retailers like Best Buy, Target, AOL, Sears, and Amazon.com produced first year sales for over 12 Million dollars with one SKU (Item). Frank began with I-Jam in mid 1998 after success at I-Jam's sister company, Wireless Marketing Corporation. Beginning there in the middle of 1996, he was Director of Sales, helping to attain a 70% increase revenue. There are no family relationships between any of the above persons, except Brad Nordling and Lynda Nordling who are husband and wife. Legal Proceedings The Company is not currently involved in any legal proceedings. Properties. SHARECOM maintains its administrative offices at 1251 N. Sherwood Lane, Palatine, Illinois 60067. OFFERING SHAREHOLDERS The following table lists the shares of Company common stock held by Ed Dhonau, Donald Stoecklein, Lawrence Bemis, Wesley Coolidge, Brian Dvorak and William Somers in proposing to sell their shares, the percentage held by each, and the shares currently proposed to be reoffered by them pursuant to this Prospectus. Percent Before Percent of Number of New Shares Offering Total After Shareholder Shares (1) Offered (2) Offering Ed Dhonau 0 680,000 0% 4% Donald Stoecklein 0 150,000 0% 1% Lawrence Bemis 0 150,000 0% 1% Wesley Coolidge 0 400,000 0% 2% Brian Dvorak 0 600,000 0% 4% William Somers 652 20,000 0% 0% TOTAL 2,000,000
(1) Includes interest held in other entities whereby Shareholder has a controlling interest. (2) Rounded to nearest percentage. PART II Item 3. Information with Respect to the Company This prospectus is accompanied by the Company's Form 10-KSB, and its latest 10QSB Quarterly Reports filed subsequent thereto, for quarter ending March 30, 2001. These Annual, Quarterly and Current Reports, as well as all other reports filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, are hereby incorporated by reference in this prospectus and may be obtained upon the oral or written request of any person to the Company at 1251 N. Sherwood Lane, Palatine, Illinois telephone number (800) 818-6505 Incorporation of Documents by Reference. The registrant incorporates the following documents by reference in this Registration Statement: (a) The registrants Form 10SB filed August 31, 1999 (b) The registrants Quarterly Report on Form 10-QSB for the quarter ending March 30, 1999. (c) The registrants Quarterly Report on Form 10-QSB for the quarter ending June 30, 1999. (d) The registrants Quarterly Report on Form 10-QSB for the quarter ending September 30, 1999 (e) The registrants Quarterly Report on Form 10-KSB for the year ending December 30, 1999. (f) The registrants Quarterly Report on Form 10-QSB for the quarter ending March 30, 2000. (g) The registrants Quarterly Report on Form 10-QSB for the quarter ending June 30, 2000. (h) The registrants Quarterly Report on Form 10-KSB for the year ending December 30, 2000. (i) The registrants Quarterly Report on Form 10-QSB for the quarter ending March 30, 2001. (j) The registrants Form 8-K for the merger between Anonymous Data Corporation and ShareCom, Inc. with ShareCom, Inc. audit for the year ended December 31, 2000 filed on August 3, 2001. Item 4. Description of Securities General Common Stock The Company's Articles of Incorporation authorizes the issuance of 100,000,000 shares of common stock, $0.001 par value per share, of which 16,059,962 shares were outstanding as of the date of this filing. Holders of shares of common stock are entitled to one vote for each share on all matters to be voted on by the stockholders and have no cumulative voting rights. Holders of shares of common stock are entitled to share ratably in dividends, if any, as may be declared, from time to time by the Board of Directors in its discretion, from funds legally available therefore. In the event of a liquidation, dissolution or winding up of the Company, the holders of shares of common stock are entitled to share pro rata all assets remaining after payment in full of all liabilities. Holders of common stock have no preemptive rights to purchase the Company's common stock. There are no conversion rights or redemption or sinking fund provisions with respect to the common stock. All of the outstanding shares of common stock are validly issued, fully paid and non-assessable. Preferred Stock The Company's Articles of Incorporation authorizes the issuance of 25,000,000 shares of preferred stock, $0.001 par value per share, of which no shares were outstanding as of the date of this filing. The Preferred Stock may be issued from time to time by the Board of Directors as shares of one or more classes or series. Subject to the provisions of the Company's Certificate of Incorporation and limitations imposed by law, the Board of Directors is expressly authorized to adopt resolutions to issue the shares, to fix the number of shares and to change the number of shares constituting any series, and to provide for or change the voting powers, designations, preferences and relative, participating, optional or other special rights, qualifications, limitations or restrictions thereof, including dividend rights (including whether dividends are cumulative), dividend rates, terms of redemption (including sinking fund provisions), redemption prices, conversion rights and liquidation preferences of the shares constituting any class or series of the Preferred Stock, in each case without any further action or vote by the stockholders. One of the effects of undesignated Preferred Stock may be to enable the Board of Directors to render more difficult or to discourage an attempt to obtain control of the Company by means of a tender offer, proxy contest, merger or otherwise, and thereby to protect the continuity of the Company's management. The issuance of shares of Preferred Stock pursuant to the Board of Director's authority described above may adversely affect the rights of holders of common stock. For example, Preferred stock issued by the Company may rank prior to the common Stock as to dividend rights, liquidation preference or both, may have full or limited voting rights and may be convertible into shares of common Stock. Accordingly, the issuance of shares of preferred stock may discourage bids for the common Stock at a premium or may otherwise adversely affect the market price of the common stock. The Company has no plans to issue Preferred Stock. Item 5. Interests of Named Experts and Counsel The Company's legal counsel for securities matters, Donald J. Stoecklein has received 150,000 shares of common stock at a value of $0.25 per share, the low bid price on August 3, 2001 for services rendered in lieu of a cash payment. Item 6. Indemnification The Articles of Incorporation for the Company do contain provisions for indemnification of the officers and directors; in addition, Section 78.751 of the Illinois General Corporation Laws provides as follows: 78.751 Indemnification of officers, directors, employees and agents; advance of expenses. 1. A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorney's fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and that, with respect to any criminal action or proceeding, he had reasonable cause to believe that his conduct was unlawful. 2. A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys' fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper. 3. To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections 1 and 2, or in defense of any claim, issue or matter therein, he must be indemnified by the corporation against expenses, including attorneys' fees, actually and reasonably incurred by him in connection with the defense. 4. Any indemnification under subsections 1 and 2, unless ordered by a court or advanced pursuant to subsection 5, must be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances. The determination must be made: (a) By the stockholders: (b) By the board of directors by majority vote of a quorum consisting o directors who were not parties to act, suit or proceeding; (c) If a majority vote of a quorum consisting of directors who were not parties to the act, suit or proceeding so orders, by independent legal counsel in a written opinion; or (d) If a quorum consisting of directors who were not parties to the act, suit or proceeding cannot to obtained, by independent legal counsel in a written opinion; or 5. The articles of incorporation, the bylaws or an agreement made by the corporation may provide that the expenses of officers and directors incurred in defending a civil or criminal, suit or proceeding must be paid by the corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by corporation. The provisions of this subsection do not affect any rights to advancement of expenses to which corporate personnel other than the directors or officers may be entitled under any contract or otherwise by law. 6. The indemnification and advancement of expenses authorized in or ordered by a court pursuant to this section: (a) Does not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the articles of incorporation or any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, for either an action in his official capacity or an action in another capacity while holding his office, except that indemnification, unless ordered by a court pursuant to subsection 2 or for the advancement of expenses made pursuant to subsection 5, may not be made to or on behalf of any director or officer if a final adjudication establishes that his act or omissions involved intentional misconduct, fraud or a knowing violation of the law and was material to the cause of action. (b) Continues for a person who has ceased to be a director, officer, employee or agent and inures to the benefit of the heirs, executors and administrators of such a person. Item 7. Exemption From Registration Claimed. All of the shares were exempt from the registration requirements of the Securities Act of 1933 as amended by virtue of 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 registrant (1). 3.2 Bylaws (2). 5 Opinion of Donald J. Stoecklein, Attorney-at-law, regarding legality of shares being issued (3). 10 Consultant Stock Compensation Plan/Consultants Agreements (3). __________________________________________ (1) Incorporated by reference from the registrants Registration Statement on Form 10SB, File No. 000-25523; (2) Incorporated by reference from the registrants Registration Statement on Form 10SB, File No. 000-25523; (3) Filed herewith. Item 9. Undertakings. 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; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement, including (but not limited to) any addition or election of a managing underwriter. (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 offered 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. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Company's annual report pursuant to Section 13(a) or 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 referring 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. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company 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 Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel that 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 Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing 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 Palatine, State of Illinois, on this 7th day of August, 2001. SHARECOM, INC. By :/s/ Brad Nordling Brad Nordling, President Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on August 7, 2001. Signature Title Date /s/ Brad Nordling CEO, Chairman, President and Director August 7, 2001 Brad Nordling /s/ Lynda Nordling Director August 7, 2001 Lynda Nordling /s/ William Somers Director August 7, 2001 William Somers /s/ James Dobbs Director August 7, 2001 James Dobbs /s/ Douglas Marrison Director August 7, 2001 Douglas Marrison /s/ William Alleman Director August 7, 2001 William Alleman EXHIBIT 5 Opinion and Consent of Donald J. Stoecklein ATTORNEY AT LAW Telephone (619) 595-4882 Facsimile (619) 595-4883 DONALD J. STOECKLEIN Practice Limited to Federal Securities 402 West Broadway, Suite 400, San Diego, California 92101 August 6, 2001 Mr. Brad Nordling President SHARECOM, INC. 1251 N. Sherwood Lane Palatine, IL 60067 RE: REGISTRATION STATEMENT ON FORM S-8 Dear Mr. Nordling: You have requested our opinion as to the legality of the registration by you, SHARECOM, INC. (the "Corporation") of up to 2,000,000 shares of Common Stock (the "shares") pursuant to a Registration Statement, dated August 3, 2001, on Form S-8 (the "Registration Statement") to be filed on August 7, 2001: As your counsel we have reviewed and examined: 1. The Articles of Incorporation of the Corporation, as amended (the "Articles"); 2. The Bylaws of the Corporation, as certified by the Secretary of the Corporation; 3. The Resolutions of the corporation authorizing the registration; 4. The minute book of the Corporation; 5. The registrants Form 10SB filed August 31, 1999 6. The registrants Quarterly Report on Form 10-QSB for the quarter ending June 30, 1999 7. The registrants Quarterly Report on Form 10-QSB for the quarter ending September 30, 1999 8. The registrants Quarterly Report on Form 10-KSB for the year ending December 30, 1999. 9. The registrants Quarterly Report on Form 10-QSB for the quarter ending March 30, 2000. 10. The registrants Quarterly Report on Form 10-QSB for the quarter ending June 30, 2000. 11. The registrants Quarterly Report on Form 10-KSB for the year ending December 30, 2000. 12. The registrants Quarterly Report on Form 10-QSB for the quarter ending March 30, 2001. 13. The registrants Form 8-K for the merger between Anonymous Data Corporation and ShareCom, Inc. with ShareCom, Inc. audit for the year ended December 31, 2000 filed on August 3, 2001. 14. The Consultant and Employee Stock Compensation Plan; and 15. Such other matters as we have deemed relevant in order to form our opinion. In giving our opinion, we have assumed without investigation the authenticity of any document or instrument submitted to us as an original, the conformity to the original of any document or instrument submitted to us as a copy, and the genuineness of all signatures on such originals or copies. Based upon the foregoing, and subject to the qualifications set forth below, we are of the opinion that the Shares, if issued and sold as described in the Registration Statement (provided that at least par value is paid for the shares): (i) will have been duly authorized, legally issued, fully paid and nonassessable, (ii) when issued will be a valid and binding obligation of the corporation, and (iii) do not require a permit from any governmental agency. Our opinion is subject to the qualification that no opinion is expressed herein as to the application of the state securities or Blue-Sky laws. This Opinion is furnished by us as counsel to you and is solely for your benefit. Neither this opinion nor copies hereof may be relied upon by, delivered to, or quoted in whole or in part to any governmental agency or other person without our prior written consent. Notwithstanding the above, we consent to the use of our opinion in regards to the Request to Transfer Agent for transfer of the above referred to shares. Yours Very Truly, /s/ Donald Stoecklein Donald J. Stoecklein EXHIBIT 10 CONSULTANT AND EMPLOYEE STOCK COMPENSATION PLAN AMENDED AND RESTATED AUGUST 2001 CONSULTANT AND EMPLOYEE STOCK COMPENSATION PLAN SHARECOM, INC. I. Purpose of the Plan. The purpose of this Plan is to further the growth of ShareCom, Inc. ("ShareCom") by allowing the Company to compensate officers, directors, consultants and certain other persons providing bona fide services to the Company or to compensate officers, directors and employees for accrual of salary, through the award of ShareCom common stock. II. Definitions Whenever used in this Plan, the following terms shall have the meanings set forth in this Section: 1. "Award" means any grant of Common Stock made under this Plan. 2. "Board of Directors" means the Board of Directors of ShareCom. 3. "Code" means the Internal Revenue Code of 1986, as amended. 4. "Common Stock" means the common stock, par value $ .001 per share, of ShareCom. 5. "Date of Grant" means the day the Board of Directors authorizes the grant of an Award or such later date as may be specified by the Board of Directors as the date a particular Award will become effective. 6. "Employee" means any person or entity that renders bona fide services to the Company (including, without limitation, the following: a person employed by the Company in a key capacity; an officer or director of ShareCom or one or more Subsidiaries; a person or company engaged by the Company as a consultant; or a lawyer, law firm, accountant or accounting firm. 7. "Subsidiary" means any corporation that is a subsidiary with regard to ShareCom as that term is defined in Section 424(f) of the Code. III. Effective Date of the Plan The effective date of this Amended Plan is August 3, 2001. IV. Administration of the Plan The Board of Directors will be responsible for the administration of this Plan, and will grant Awards under this Plan. Subject to the express provisions of this Plan, the Board of Directors shall have full authority and sole and absolute discretion to interpret this Plan, to prescribe, amend and rescind rules and regulations relating to it, and to make all other determinations which it believes to be necessary or advisable in administering this Plan. The determinations of the Board of Directors on the matters referred to in this Section shall be conclusive. The Board of Directors shall have sole and absolute discretion to amend this Plan. No member of the Board of Directors shall be liable for any act or omission in connection with the administration of this Plan unless it resulted from the member's willful misconduct. V. Stock Subject to the Plan The maximum number of shares of Common Stock as to which Awards may be granted under this Plan as of this date and subject to subsequent amendment is 2,000,000 shares. The Common Stock which is issued on grant of awards may be authorized but unissued shares or shares which have been issued and reacquired by ShareCom. The Board of Directors may increase the maximum number of shares of Common Stock as to which Awards may be granted at such time as it deems advisable. VI. Persons Eligible to Receive Awards Awards may be granted only to Employees, or Consultants of the Company, in their individual capacity only. VII. Grants of Awards Except as otherwise provided herein, the Board of Directors shall have complete discretion to determine when and to which Employees or Consultants Awards are to be granted, and the number of shares of Common Stock as to which awards granted to each Employee or consultant will relate. No grant will be made if, in the judgment of the Board of Directors, such a grant would constitute a public distribution within the meaning of the Securities Act of 1933, as amended (the "Act"), or the rules and regulations promulgated thereunder. The Board of Directors upon approval of the issuance of shares pursuant to this plan shall provide as an exhibit, the party to whom shares are issued, and the number of shares issued. VIII. Delivery of Stock Certificates As promptly as practicable after authorizing the grant of an Award ShareCom shall deliver to the person who is the recipient of the Award, a certificate or certificates registered in that person's name, representing the number of shares of Common Stock that were granted. IX. Employment Nothing in this Plan or in the grant of an Award shall confer upon any Employee or consultant the right to continue in the employ of the Company nor shall it interfere with or restrict in any way the rights of the Company to discharge any employee at any time for any reason whatsoever, with or without cause. X. Laws and Regulations The obligation of ShareCom to sell and deliver shares of Common Stock on the grant of an Award under this Plan shall be subject to the condition that counsel for ShareCom be satisfied that the sale and delivery thereof will not violate the Act or any other applicable laws, rules or regulations. XI. Withholding of Taxes If subject to withholding tax, the Company shall be authorized to withhold from an Employer's salary or other cash compensation such sums of money as are necessary to pay the Employee's withholding tax. The Company may elect to withhold from the shares to be issued hereunder a sufficient number of shares to satisfy the Company's withholding obligations. If the Company becomes required to pay withholding tax to any federal, state or other taxing authority as a result of the granting of an Award and the Employee fails to provide the Company with the funds with which to pay that withholding tax, the Company may withhold up to 50% of each payment of salary or bonus to the Employee (which will be in addition to any other required or permitted withholding), until the Company has been reimbursed for the entire withholding tax it was required to pay. XII. Reservation of Shares ShareCom shall at all times keep reserved for issuance on grant of awards under this Plan a number of authorized but unissued or reacquired shares of Common Stock equal to the maximum number of shares ShareCom may be required to be issued on the grant of Awards under this Plan. XII. Termination of the Plan The Board of Directors may suspend or terminate this Plan at any time or from time to time, but no such action shall adversely affect the rights of a person granted an Award under this Plan prior to that date. XIV. Delivery of Plan A Copy of this Plan shall be delivered to all participants, together with a copy of the resolution or resolutions of the Board of Directors authorizing the granting of the Award and establishing the terms, if any, of participation. No dealer, salesman, or any other person has been authorized by the Company to give any information or to make any representations other than those contained in this Prospectus in connection with the offering made hereby, and if given or made, such information or representations must not be relied upon. This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any securities other than those specifically offered hereby or an offer to sell, or a solicitation of an offer to buy, to any person in any jurisdiction in which such offer or sale would be unlawful. Neither the delivery of this Prospectus nor any sale made hereunder shall under any circumstances create any implication that there has been no change in the affairs of the Company since any of the dates as of which information is furnished or since the date of this Prospectus. EX-10 3 ex10-1.txt CONSULTING AGREEMENT FOR LAWRENCE BEMIS CONSULTANT AGREEMENT This Consultant Agreement is effective as of August 3, 2001, by and between SHARECOM, INC., ("SHARECOM"), and LAWRENCE BEMIS, ("Consultant"). Recitals WHEREAS, Consultant has been working with SHARECOM in reference to accounting issues relative to SHARECOM being a public company subject to the disclosure requirements of the Exchange Act of 1934, without a written Consultant Agreement up to the date of this Agreement. Consultant and SHARECOM have agreed to finalize the terms of Consultant's employment with SHARECOM and reduce those terms to writing in this Agreement. WHEREAS, SHARECOM desires assurance of the continued association and services of Consultant in order to retain his experience, skills, abilities, background, and knowledge, and is therefore willing to engage his services on the terms and conditions set forth below. WHEREAS, Consultant desires to continue consulting for SHARECOM and is willing to do so on those terms and conditions set forth herein. NOW THEREFORE, in consideration of the above recitals and the mutual promises and conditions in this Agreement, and other good and valuable considerations, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. CONSULTANT. SHARECOM shall contract with Consultant in such capacity or capacities SHARECOM 's Board of Directors may from time to time prescribe. 2. CONSULTANT'S DUTIES. 2.1. Duties at SHARECOM : Consultant shall assist SHARECOM in proforma analysis and evaluation of the merger and acquisition candidates provided to SHARECOM by Merchant Resources, Inc. Consultant's duties in reference to this analysis shall include, but not be limited to the following: 2.1.1 Implementing long-term accounting strategies and policies established by the Board by defining and implementing short, medium, and long-term objectives; 2.1.2 Communicating the results of merger and acquisiton analysis to the board. 2.1.3 Determining and assisting business combination evaluation, and review of SHARECOM'S disclosure documentation. 3. DEVOTION OF TIME. During the period of his agreement hereunder, and except for illness, reasonable vacation periods and reasonable leaves of absence. Consultant shall devote such of his business time, interest attention, and effort to the faithful performance of his duties hereunder, as may be reasonably necessary to the accomplishment and fulfillment of those duties. 4. NON COMPETITION DURING TERM OF CONSULTANT. During the agreement term, Consultant shall not, directly or indirectly, whether as a partner, employee, creditor, shareholder, or otherwise, promote, participate, or engage in any activity or other business directly competitive with SHARECOM 's business. 5. TERM OF AGREEMENT. Subject to earlier termination as provided in this Agreement, Consultant shall be employed for a term beginning August 1, 2001, and ending August 1, 2002. 6. LOCATION OF CONSULTANT. Unless the parties agree otherwise in writing, during the agreement term Consultant shall perform the services he is required to perform under this Agreement at Consultant's offices, located in Las Vegas, Nevada; provided, however, that SHARECOM may from time to time require Consultant to travel temporarily to other locations on SHARECOM 's business. 7. COMPENSATION. SHARECOM shall pay compensation to Consultant in the following amounts and on the following terms: 7.1 Payment. As consideration and inducement for Consultant to become employed by SHARECOM , SHARECOM shall pay Consultant a one time payment of 150,000 shares of SHARECOM, S-8 stock valued at the bid price per share of the stock ($0.25) on the date of this agreement, which sum shall be payable upon execution of this Agreement by both parties. 8. TERMINATION BY SHARECOM . SHARECOM may terminate this Agreement at any time, if termination is "For Cause", as hereinafter defined. "For Cause" shall mean SHARECOM 's termination of Consultant due to an adjudication of Consultant's fraud, theft, dishonesty to SHARECOM regarding Consultant's duties or material breach of this Agreement, if Consultant fails to cure such breach within ninety (90) days after written notice is given by the Board of Directors to Consultant and Consultant fails with ninety (90) days of such notification to commence such cure and thereafter diligently prosecute such cure to completion. 9. TERMINATION BY CONSULTANT. Consultant may terminate this Agreement by giving SHARECOM thirty (30) days prior written notice of resignation. 10. TRADE SECRETS AND CONFIDENTIAL INFORMATION: 10.1 Nondisclosure. Without the prior written consent of SHARECOM , Consultant shall not, at any time, either during or after the term of this Agreement, directly or indirectly, divulge or disclose to any person, firm, association, or corporation, or use for Consultant's own benefit, gain, or otherwise, any customer lists, plans, products, data, results of tests and data, or any other trade secrets or confidential materials or like information (collectively referred to as the "Confidential Information") of SHARECOM and/or its Affiliates, as hereinafter defined, it being the intent of SHARECOM , with which intent Consultant hereby agrees, to restrict Consultant from disseminating or using any like information that is unpublished or not readily available to the general public. 10.1.1 Definition of Affiliate. For purposes of this Agreement, the term "Affiliate" shall mean any entity, individual, firm, or corporation, directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with SHARECOM . 10.1.2 Consultant's Work Product. Consultant's work product during the course of his employ by SHARECOM shall remain the property of SHARECOM 10.2 Return of Property. Upon the termination of this Agreement, Consultant shall deliver to SHARECOM all lists, books, records, data, and other information (including all copies thereof in whatever form or media) of every kind relating to or connected with SHARECOM or its Affiliates and their activities, business and customers, which information or material was initially acquired by SHARECOM . Consultant shall be allowed to retain any and all information on products, lists, books, records, data, or other information initially produced by Consultant and provided to SHARECOM . 10.3 Notice of Compelled Disclosure. If, at any time, Consultant becomes legally compelled (by deposition, interrogatory, request for documents, subpoena, civil investigative demand, or similar process or otherwise) to disclose any of the Confidential Information, Consultant shall provide SHARECOM with prompt, prior written notice of such requirement so that SHARECOM may seek a protective order or other appropriate remedy and/or waive compliance with the terms of this Agreement. In the event that such protective order or other remedy is not obtained, that SHARECOM waives compliance with the provisions hereof, Consultant agrees to furnish only that portion of the Confidential Information which Consultant is advised by written opinion of counsel is legally required and exercise Consultant's best efforts to obtain assurance that confidential treatment will be accorded such Confidential Information. In any event, Consultant shall not oppose action by SHARECOM to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information. 10.4 Assurance of Compliance. Consultant agrees to represent to SHARECOM, in writing, at any time that SHARECOM so request, that Consultant has complied with the provisions of this section, or any other section of this Agreement. 11. MISCELLANEOUS: 11.1 Authority to Execute. The parties herein represent that they have the authority to execute this Agreement. 11.2 Severability. If any term, provision, covenant, or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the rest of this Agreement shall remain in full force and effect. 11.3 Successors. This Agreement shall be binding on and inure to the benefit of the respective successors, assigns, and personal representatives of the parties, except to the extent of any contrary provision in this Agreement. 11.4 Assignment. This Agreement may not be assigned by either party without the written consent of the other party. 11.5 Singular, Plural and Gender Interpretation. Whenever used herein, the singular number shall include the plural, and the plural number shall include the singular. Also, as used herein, the masculine, feminine or neuter gender shall each include the others whenever the context so indicates. 11.6 Captions. The subject headings of the paragraphs of this Agreement are included for purposes of convenience only, and shall not effect the construction or interpretation of any of its provisions. 11.7 Entire Agreement. This Agreement contains the entire agreement of the parties relating to the rights granted and the obligations assumed in this instrument and supersedes any oral or prior written agreements between the parties. Any oral representations or modifications concerning this instrument shall be of no force or effect unless contained in a subsequent written modification signed by the party to be charged. 11.8 Arbitration. Any controversy or claim arising out of, or relating to, this Agreement, or the making, performance, or interpretation thereof, shall be submitted to a panel of three (3) arbitrators. The arbitration shall comply with and be governed by the provisions of the American Arbitration Association. The panel of arbitrators shall be composed of two (2) members chosen by Consultant and SHARECOM respectively and one (1) member chosen by the arbitrators previously selected. The findings of such arbitrators shall be conclusive and binding on the parties hereto. The cost of arbitration shall be borne by the losing party or in such proportions as the arbitrator shall conclusively decide. 11.9 No Waiver. No failure by either Consultant or SHARECOM to insist upon the strict performance by the other of any covenant, agreement, term or condition of this Agreement or to exercise the right or remedy consequent upon a breach thereof shall constitute a waiver of any such breach or of any such covenant, agreement, term or condition. No waiver of any breach shall affect or alter this Agreement, but each and every covenant, condition, agreement and term of this Agreement shall continue in full force and effect with respect to any other then existing or subsequent breach. 11.10 Time of the Essence. Time is of the essence of this Agreement, and each provision hereof. 11.11 Counterparts. The parties may execute this Agreement in two (2) or more counterparts, which shall, in the aggregate, be signed by both parties, and each counterpart shall be deemed an original instrument as to each party who has signed by it. 11.12 Attorney's Fees and Costs. In the event that suit be brought hereon, or an attorney be employed or expenses be incurred to compel performance the parties agree that the prevailing party therein be entitled to reasonable attorney's fees. 11.13 Governing Law. The formation, construction, and performance of this Agreement shall be construed in accordance with the laws of Nevada. 11.14 Notice. Any notice, request, demand or other communication required or permitted hereunder or required by law shall be in writing and shall be effective upon delivery of the same in person to the intended addressee, or upon deposit of the same with an overnight courier service (such as Federal Express) for delivery to the intended addressee at its address shown herein, or upon deposit of the same in the United States mail, postage prepaid, certified or registered mail, return receipt requested, sent to the intended addressee at its address shown herein. The address of any party to this Agreement may be changed by written notice of such other address given in accordance herewith and actually received by the other parties at least ten (10) days in advance of the date upon which such change of address shall be effective. IN WITNESS WHEREOF, the parties have entered into this Agreement on the date first above written. Consultant: /s/ Lawrence Bemis DATE: August 3, 2001 ________________________ LAWRENCE BEMIS SHARECOM, Inc. /s/ Brad Nordling DATE:August 3, 2001 By:___________________________ BRAD NORDLING, PRES. EX-10 4 ex10-2.txt CONSULTING AGREEMENT FOR WESTON COOLIDGE CONSULTANT AGREEMENT This Consultant Agreement is effective as of August 3, 2001, by and between SHARECOM, INC., ("SHARECOM"), and Weston Coolidge, ("Consultant"). Recitals WHEREAS, Consultant has been working with SHARECOM in reference to counseling SHARECOM on methods by which SHARECO'S position as a public company will assist SHARECOM in its relationship with sponsors and for other product support. Consultant and SHARECOM have agreed to finalize the terms of Consultant's employment with SHARECOM and reduce those terms to writing in this Agreement. WHEREAS, SHARECOM desires assurance of the continued association and services of Consultant in order to retain his experience, skills, abilities, background, and knowledge, and is therefore willing to engage his services on the terms and conditions set forth below. WHEREAS, Consultant desires to continue consulting for SHARECOM and is willing to do so on those terms and conditions set forth herein. NOW THEREFORE, in consideration of the above recitals and the mutual promises and conditions in this Agreement, and other good and valuable considerations, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. CONSULTANT. SHARECOM shall contract with Consultant in such capacity or capacities SHARECOM 's Board of Directors may from time to time prescribe. 2. CONSULTANT'S DUTIES. 2.1. Duties at SHARECOM : Consultant shall assist SHARECOM in the following: a. CONSULTANT shall act, generally, as public company product support consultant, essentially acting as (1) liaison between COMPANY and its sponsors relative to the Company's position as a public company, (2) advisor to COMPANY with respect to marketing programs which provide name recognition as well as being the liaison between COMPANY and such persons, and (3) advisor to COMPANY with respect to communications and information, which may include, but is not necessarily limited to, preparation of a research report, planning, developing, designing, organizing, writing and distributing such communications and information. b. CONSULTANT shall seek to make COMPANY, its management, products, financial situation and prospects known to the financial media, financial publications, product community dealing with the communication products of the company, as well as the public generally. d. CONSULTANT, in providing the foregoing services, shall be responsible for tracking and paying all costs of providing the services, including, but not limited to, out-of-pocket expenses for postage, delivery service (e.g., Federal Express), telephone charges, third party vendors, copywriters, staff writers, art and graphic personnel, subcontractors, printing, etc. e. CONSULTANT's compensation under this Consulting Agreement, shall be deemed to include the above mentioned costs and expenses, unless otherwise expressly provided herein. 3. DEVOTION OF TIME. During the period of his agreement hereunder, and except for illness, reasonable vacation periods and reasonable leaves of absence. Consultant shall devote such of his business time, interest attention, and effort to the faithful performance of his duties hereunder, as may be reasonably necessary to the accomplishment and fulfillment of those duties. 4. NON COMPETITION DURING TERM OF CONSULTANT. During the agreement term, Consultant shall not, directly or indirectly, whether as a partner, employee, creditor, shareholder, or otherwise, promote, participate, or engage in any activity or other business directly competitive with SHARECOM 's business. 5. TERM OF AGREEMENT. Subject to earlier termination as provided in this Agreement, Consultant shall be employed for a term beginning August 1, 2001, and ending August 1, 2002. 6. LOCATION OF CONSULTANT. Unless the parties agree otherwise in writing, during the agreement term Consultant shall perform the services he is required to perform under this Agreement at Consultant's offices, located in Las Vegas, Nevada; provided, however, that SHARECOM may from time to time require Consultant to travel temporarily to other locations on SHARECOM 's business. 7. COMPENSATION. SHARECOM shall pay compensation to Consultant in the following amounts and on the following terms: As consideration and inducement for Consultant to become employed by SHARECOM , SHARECOM shall pay Consultant a one time payment of 400,000 shares of SHARECOM, S-8 stock valued at the bid price per share of the stock ($0.25) as of this date, which sum shall be payable upon execution of this Agreement by both parties. 8. TERMINATION BY SHARECOM. SHARECOM may terminate this Agreement at any time, if termination is "For Cause", as hereinafter defined. "For Cause" shall mean SHARECOM 's termination of Consultant due to an adjudication of Consultant's fraud, theft, dishonesty to SHARECOM regarding Consultant's duties or material breach of this Agreement, if Consultant fails to cure such breach within ninety (90) days after written notice is given by the Board of Directors to Consultant and Consultant fails with ninety (90) days of such notification to commence such cure and thereafter diligently prosecute such cure to completion. 9. TERMINATION BY CONSULTANT. Consultant may terminate this Agreement by giving SHARECOM thirty (30) days prior written notice of resignation. 10. TRADE SECRETS AND CONFIDENTIAL INFORMATION: 10.1 Nondisclosure. Without the prior written consent of SHARECOM , Consultant shall not, at any time, either during or after the term of this Agreement, directly or indirectly, divulge or disclose to any person, firm, association, or corporation, or use for Consultant's own benefit, gain, or otherwise, any customer lists, plans, products, data, results of tests and data, or any other trade secrets or confidential materials or like information (collectively referred to as the "Confidential Information") of SHARECOM and/or its Affiliates, as hereinafter defined, it being the intent of SHARECOM , with which intent Consultant hereby agrees, to restrict Consultant from disseminating or using any like information that is unpublished or not readily available to the general public. 10.1.1 Definition of Affiliate. For purposes of this Agreement, the term "Affiliate" shall mean any entity, individual, firm, or corporation, directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with SHARECOM . 10.1.2 Consultant's Work Product. Consultant's work product during the course of his employ by SHARECOM shall remain the property of SHARECOM 10.2 Return of Property. Upon the termination of this Agreement, Consultant shall deliver to SHARECOM all lists, books, records, data, and other information (including all copies thereof in whatever form or media) of every kind relating to or connected with SHARECOM or its Affiliates and their activities, business and customers, which information or material was initially acquired by SHARECOM . Consultant shall be allowed to retain any and all information on products, lists, books, records, data, or other information initially produced by Consultant and provided to SHARECOM . 10.3 Notice of Compelled Disclosure. If, at any time, Consultant becomes legally compelled (by deposition, interrogatory, request for documents, subpoena, civil investigative demand, or similar process or otherwise) to disclose any of the Confidential Information, Consultant shall provide SHARECOM with prompt, prior written notice of such requirement so that SHARECOM may seek a protective order or other appropriate remedy and/or waive compliance with the terms of this Agreement. In the event that such protective order or other remedy is not obtained, that SHARECOM waives compliance with the provisions hereof, Consultant agrees to furnish only that portion of the Confidential Information which Consultant is advised by written opinion of counsel is legally required and exercise Consultant's best efforts to obtain assurance that confidential treatment will be accorded such Confidential Information. In any event, Consultant shall not oppose action by SHARECOM to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information. 10.4 Assurance of Compliance. Consultant agrees to represent to SHARECOM, in writing, at any time that SHARECOM so request, that Consultant has complied with the provisions of this section, or any other section of this Agreement. 11. MISCELLANEOUS: 11.1 Authority to Execute. The parties herein represent that they have the authority to execute this Agreement. 11.2 Severability. If any term, provision, covenant, or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the rest of this Agreement shall remain in full force and effect. 11.3 Successors. This Agreement shall be binding on and inure to the benefit of the respective successors, assigns, and personal representatives of the parties, except to the extent of any contrary provision in this Agreement. 11.4 Assignment. This Agreement may not be assigned by either party without the written consent of the other party. 11.5 Singular, Plural and Gender Interpretation. Whenever used herein, the singular number shall include the plural, and the plural number shall include the singular. Also, as used herein, the masculine, feminine or neuter gender shall each include the others whenever the context so indicates. 11.6 Captions. The subject headings of the paragraphs of this Agreement are included for purposes of convenience only, and shall not effect the construction or interpretation of any of its provisions. 11.7 Entire Agreement. This Agreement contains the entire agreement of the parties relating to the rights granted and the obligations assumed in this instrument and supersedes any oral or prior written agreements between the parties. Any oral representations or modifications concerning this instrument shall be of no force or effect unless contained in a subsequent written modification signed by the party to be charged. 11.8 Arbitration. Any controversy or claim arising out of, or relating to, this Agreement, or the making, performance, or interpretation thereof, shall be submitted to a panel of three (3) arbitrators. The arbitration shall comply with and be governed by the provisions of the American Arbitration Association. The panel of arbitrators shall be composed of two (2) members chosen by Consultant and SHARECOM respectively and one (1) member chosen by the arbitrators previously selected. The findings of such arbitrators shall be conclusive and binding on the parties hereto. The cost of arbitration shall be borne by the losing party or in such proportions as the arbitrator shall conclusively decide. 11.9 No Waiver. No failure by either Consultant or SHARECOM to insist upon the strict performance by the other of any covenant, agreement, term or condition of this Agreement or to exercise the right or remedy consequent upon a breach thereof shall constitute a waiver of any such breach or of any such covenant, agreement, term or condition. No waiver of any breach shall affect or alter this Agreement, but each and every covenant, condition, agreement and term of this Agreement shall continue in full force and effect with respect to any other then existing or subsequent breach. 11.10 Time of the Essence. Time is of the essence of this Agreement, and each provision hereof. 11.11 Counterparts. The parties may execute this Agreement in two (2) or more counterparts, which shall, in the aggregate, be signed by both parties, and each counterpart shall be deemed an original instrument as to each party who has signed by it. 11.12 Attorney's Fees and Costs. In the event that suit be brought hereon, or an attorney be employed or expenses be incurred to compel performance the parties agree that the prevailing party therein be entitled to reasonable attorney's fees. 11.13 Governing Law. The formation, construction, and performance of this Agreement shall be construed in accordance with the laws of Nevada. 11.14 Notice. Any notice, request, demand or other communication required or permitted hereunder or required by law shall be in writing and shall be effective upon delivery of the same in person to the intended addressee, or upon deposit of the same with an overnight courier service (such as Federal Express) for delivery to the intended addressee at its address shown herein, or upon deposit of the same in the United States mail, postage prepaid, certified or registered mail, return receipt requested, sent to the intended addressee at its address shown herein. The address of any party to this Agreement may be changed by written notice of such other address given in accordance herewith and actually received by the other parties at least ten (10) days in advance of the date upon which such change of address shall be effective. IN WITNESS WHEREOF, the parties have entered into this Agreement on the date first above written. Consultant: /s/ Wes Coolidge DATE:August 3, 2001 __________________________ WES COOLIDGE SHARECOM, Inc. /s/ Brad Nordling DATE:August 3, 2001 By:___________________________ BRAD NORDLING, PRES. EX-10 5 ex10-3.txt RETAINER AGREEMENT FOR BRIAN DVORAK RETAINER AGREEMENT This Retainer AGREEMENT is made by and between; Brian Dvorak 3450 E. Russell Road Las Vegas, Nevada 89120 E-mail: (hereinafter referred to as "ATTORNEY"), and; ShareCom, Inc. c/o Brad Nordling 1251 N. Sherwood Ln. Palatine, Illinois 60067-1884 E-mail: aa Illinois Corporation (hereinafter referred to as "Client"). Collectively, ATTORNEY and Client are hereinafter referred to as "THE PARTIES". WITNESSETH WHEREAS, ATTORNEY has expertise in the representation of companies relating to federal securities and the preparation of information about private and publicly traded companies and related services; and, WHEREAS, Client is a publicly held company with its common stock currently traded on the Over-the-Counter Bulletin Board ("OTC:BB"); and WHEREAS, Client desires to employ and/or retain ATTORNEY to provide such services as an independent contractor, and ATTORNEY is agreeable to such a relationship and/or arrangement, and THE PARTIES desire a written document formalizing and defining their relationship and evidencing the terms of their agreement; THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, it is agreed as follows. DEFINITIONS AND INTERPRETATIONS 1. Captions and Section Numbers. The headings and section references in this Retainer Agreement are for convenience of reference only and do not form a part of this Retainer Agreement and are not intended to interpret, define or limit the scope, extent or intent of this Retainer Agreement or any provisions thereof. 2. Extended Meanings. The words "hereof", "herein", "hereunder", "hereto" and similar expressions used in any clause, paragraph or section of this Retainer Agreement and any Addendum and/or Exhibit attached to this Retainer Agreement shall relate to the whole of this Retainer Agreement including any attached Addendum and/or Exhibit and not to that clause, paragraph or section only, unless otherwise expressly provided. 3. Number and Gender. In this Retainer Agreement words importing the masculine gender include the feminine or neuter gender and words in the singular include the plural, and vice versa. 4. Section References and Schedules. Any reference to a particular "article", "section", "paragraph" or other subdivision of this Retainer Agreement and any reference to a schedule, addendum or exhibit by name, number and/or letter shall mean the appropriate schedule, addendum or exhibit attached to this Retainer Agreement and by such reference is incorporated into and made part of this Retainer Agreement. AGREEMENT 5. Appointment. Client hereby appoints ATTORNEY as its counsel and hereby retains and employs ATTORNEY upon the terms and conditions of this Retainer Agreement. 6. Engagement. ATTORNEY hereby accepts said Retainer Agreement and agrees to represent Client as further described below and subject to the further provisions of this Retainer Agreement. 7. Authority and Description of Services. During the term of this Retainer Agreement ATTORNEY shall furnish various professional services and advice as specifically requested by Mr. Brad Nordling, who is an authorized representative of Client, and holds the position as a major shareholder of Client. Said professional services and advice shall relate to those services, items and/or subjects described as follows: ATTORNEY shall act, generally through Brian Dvorak, as mergers and acquisitions counsel to assist Client in preparing the necessary documentation for offering the Client's securities in a transaction exempt from federal registration when utilized in a merger or acquisition. 8. Term of Agreement. This Retainer Agreement shall become effective upon execution hereof and shall continue thereafter and remain in effect until August 1, 2002. It is expressly acknowledged and agreed by and between THE PARTIES hereto that ATTORNEY shall not be obligated to provide any services until a specified retainer (deposit, initial fee, down-payment) of 600,000 shares of ShareCom common stock, valued at the bid price per share as of the date of this Agreement ($0.25), registered pursuant to S-8. 9. Where Services Shall Be Performed. ATTORNEY services shall be performed at the main office location of ATTORNEY or other such designated location as ATTORNEY and Client agree are the most advantageous for the work to be performed. 10. Limitations on Services. THE PARTIES hereto recognize that certain responsibilities and obligations are imposed by federal and state securities laws and by the applicable rules and regulations of stock exchanges, the National Association of Securities Dealers, in house due diligence or compliance departments of brokerage houses, etc. Accordingly, ATTORNEY agrees as follows: a. ATTORNEY shall NOT release any financial or other information or data about Client without the consent and approval of Client. c. ATTORNEY shall NOT release any information or data about Client to any selected or limited person, entity or group if ATTORNEY is aware that such information or data has not been generally released or promulgated and Client requests in writing that said information or data is not to be so released or promulgated. 11. Duties of Client. The duties of Client are as follows: a. Client shall supply ATTORNEY on a regular and timely basis with all approved data and information about Client its management, products and operations and Client shall be responsible for advising ATTORNEY of any facts, which would affect the accuracy of any prior data and information previously supplied to ATTORNEY so that ATTORNEY may take corrective action. b. Client shall promptly supply ATTORNEY with all the information required by the Due Diligence Checklist set forth in Addendum A. c. ATTORNEY shall assist in negotiations and where necessary drafting of merger and acquisition documentation. d. In that ATTORNEY relies on information provided by Client for a substantial part of its preparations and documentation, Client must represent that said information is neither false nor misleading, and agrees to hold harmless and indemnify ATTORNEY for any breach of these representations and covenants, and Client agrees to hold harmless and indemnify ATTORNEY for any claims relating to the purchase and/or sale of Client securities occurring out of, or in connection with, ATTORNEY's relationship with Client, including without limitation, reasonable attorneys' fees and other costs arising out of any such claims. e. Because ATTORNEY shall rely on such information to be supplied it by Client, all such information shall be true, accurate, complete and not misleading, in all respects. f. In that ATTORNEY shareholders, officers, employees and/or members of their families may hold a position in and engage in transactions with respect to Client securities, and in light of the fact that ATTORNEY imposes restrictions on such transactions to guard against trading on the basis of material non-public information, Client shall contemporaneously notify ATTORNEY if any information or data being supplied to ATTORNEY has not been generally released or promulgated. g. Client shall act diligently and promptly in reviewing materials submitted to it by ATTORNEY to enhance timely distribution of the materials and shall inform ATTORNEY of any inaccuracies contained therein within a reasonable time prior to the projected or known publication date. 12. Representation and Indemnification. Client and ATTORNEY represent and/or warrant the following. a. Client shall be deemed to make a continuing representation of the accuracy of any and all material facts, materials, information and data, which it supplies to ATTORNEY. Client acknowledges its awareness that ATTORNEY shall rely on such continuing representation in disseminating such information and otherwise performing its functions as counsel to Client. b. ATTORNEY, in the absence of notice in writing from Client, shall rely on the continuing accuracy of materials, information and data supplied by Client. c. Client hereby agrees to hold harmless and indemnify ATTORNEY against any claims, demands, suits, loss, damages, etc., arising out of ATTORNEY's reliance upon the instant accuracy and continuing accuracy of such facts, materials, information and data unless ATTORNEY has been negligent in performing its duties and obligations hereunder. d. Client shall cooperate fully and timely with ATTORNEY to enable ATTORNEY to perform its duties and obligations under this Retainer Agreement. e. The execution and performance of this Retainer Agreement by Client has been duly authorized by the Board of Directors of Client in accordance with applicable law and to the extent required by the requisite number of shareholders of Client. f. The execution and performance of this Retainer Agreement by ATTORNEY has been duly authorized by the Board of Directors of ATTORNEY in accordance with applicable law and to the extent required by the requisite number of shareholders of ATTORNEY. g. The performance by Client of this Retainer Agreement shall not violate any applicable court decree or order, law or regulation, nor shall it violate any provision of the organizational documents and/or bylaws of Client or any contractual obligation by which Client may be bound. h. The performance by ATTORNEY of this Retainer Agreement shall not violate any applicable court decree or order, law or regulation, nor shall it violate any provision of the organizational documents and/or bylaws of ATTORNEY or any contractual obligation by which ATTORNEY may be bound. i. Client's activities pursuant to this Retainer Agreement or as contemplated by this Retainer Agreement do not constitute and shall not constitute acting as a securities broker or dealer under federal or state securities laws; any contract between Client and a potential investor in Client shall be such that Client would be acting merely as a finder or consultant with respect to such prospective investor obligations under this Agreement. j. ATTORNEY's activities pursuant to this Retainer Agreement or as contemplated by this Retainer Agreement are specifically limited to ATTORNEY's position as counsel to Client. k. Access to corporate documents: The minute books of Client shall be made available to ATTORNEY and reflect in all material respect the meetings and actions of the directors and stockholders of Client, since the time of its incorporation, and reflect all transactions referred to in such minutes accurately in all material respects. l. Absence of undisclosed liabilities: Client has no material outstanding claims, liabilities, obligations or indebtedness, contingent or otherwise, whether asserted or unassorted, except as set forth in Client's latest Balance Sheet, or referred to in any of the notes thereto. Client is not in default in respect to the terms or conditions of any indebtedness. m. Litigation: There is no action, suit, investigation, customer complaint, claim or proceeding at law or in equity by or before any arbitrator, governmental instrumentality or other agency now pending or, to Client's knowledge, threatened against or affecting Client, nor, to the best of Client's knowledge, does there existing any basis therefor. Client is not subject to any judgement, order, writ, injunction or decree of any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign. Client agrees to promptly notify ATTORNEY of the commencement of any litigation or proceedings against Client or any of its respective officers or directors in connection with or related to the business of Client. n. Non-defaults; non-contravention: Except as set forth in the Disclosure Schedule, Client is not in default in the performance or observance of any obligation (1) under its Certificate of Incorporation, as amended, or it By-Laws, or any indenture, mortgage, contract, purchase order or other agreement or instrument to which Client is a party or by which it or any of its property is bound or affected; or (2) to any order, writ, injunction or decree of any court of any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, except for the defaults as would not, individually or in the aggregate, result in a material adverse effect on the business or operations of Client as a whole, nor which after notice or the lapse of time, would constitute, a material default under any of the foregoing. o. Employment of officers, employees and consultants: To Client's knowledge, no third party may assert any valid claim against Client to the (1) continued employment by, or association with, Client of any of its present officers, employees or consultants, or (2) the use by Client of any information which Client would be prohibited from using under any prior agreements or arrangements or any laws applicable to unfair competition, trade secrets or proprietary information. p. Disclosure: Neither this Agreement nor any other document, certificate or written statement to be furnished to potential Market Markers, the SEC, NASD, or Standard and Poors, by or on behalf of Client in connection with the transactions contemplated hereby contains or shall contain any untrue statement of a material fact or omits or shall omit to state a material fact necessary in order to make the statement contained herein or therein not misleading. There is no fact known to Client which adversely affects the business operations, affairs, prospects, conditions, properties or assets of Client (hereinafter "Material Facts") which has not been set forth in this Agreement. To the extent Material Facts become known to Client, subsequent to the date hereof and up and through the termination of this Agreement, such facts shall be set forth in writing to ATTORNEY. 13. Compensation. Compensation payable to ATTORNEY in the sum of 600,000 shares of ShareCom common stock shall be paid concurrent with the execution of this Agreement. 14. Billing and Payment. The monthly fees or payments shall be considered paid in full without billing. Billing and payments for optional services shall be agreed on a case by case basis. Client acknowledges and agrees that deposits, initial payments, down payments, partial payments, payments for special services, monthly fees or monthly payments shall be by wire transfer to ATTORNEY's bank account upon execution of any agreement(s), or, upon payment due date in the case of monthly fees or monthly payments, or, in the case of optional services by the first day of the preceding month that work is scheduled to be performed, unless expressly provided otherwise in writing, and that if such funds are not received by ATTORNEY by said date Client shall pay to ATTORNEY an additional operations charge equal to 1% for each month said funds are not received. ATTORNEY has a policy that in the event a payment is not made on the date due, then in that event work shall be suspended, without notice, until such time as arrangements have been made for payment. 15. ATTORNEY as an Independent Contractor. ATTORNEY shall provide said services as an independent contractor, and not as an employee of Client or of any client affiliated with Client. 16. Trade Secrets and Inventions. ATTORNEY shall treat as proprietary any and all information belonging to Client, it's affiliates or any third parties disclosed to ATTORNEY in the course of the performance of ATTORNEY's services. 17. Inside Information - Securities Violations. In the course of the performance of this Agreement, it is expected that specific sensitive information concerning the operations of Client's business and/or affiliate companies shall come to the attention and knowledge of ATTORNEY. In such event ATTORNEY shall not divulge, discuss or otherwise reveal such information to any third parties. 18. Disclosures. ATTORNEY shall disclose to Client any outside activities or interests, including ownership or participation in the development of prior inventions, that conflict or may conflict with the best interests of Client. It is mutually understood that prompt disclosure is required under this paragraph if the activity or interest is related, directly or indirectly, to any activity that ATTORNEY may be involved with on behalf of Client. 19. Termination of Agreement. This Retainer Agreement may not be terminated by either party prior to the expiration of the term provided in paragraph 8 above, except as follows. a. Upon the bankruptcy or liquidation of the other party, whether voluntary or involuntary, b. Upon the other party taking the benefit of any insolvency law, c. Upon the other party having or applying for a receiver appointed for either party, d. For cause, and/or e. As provided for in paragraph 20, immediately below. 20. Early Termination. In the event Client fails or refuses to cooperate with ATTORNEY, fails or refuses to make timely payment of the compensation set forth in this Agreement, ATTORNEY shall have the right to terminate any further performance under this Agreement. In such event, and upon notification thereof, all compensation shall become immediately due and payable and/or deliverable, and ATTORNEY shall be entitled to receive and retain the funds or other consideration as liquidated damages and not as a penalty, in lieu of all other remedies. THE PARTIES hereby acknowledge and agree that it would be too difficult currently to determine the exact extent of ATTORNEY's damages, but that the receipt and retention of such compensation is a reasonable present estimate of such damage. 21. Notices. All notices hereunder shall be in writing and addressed to the party at the address herein set forth, or at such other address which notice pursuant to this section may be given, and shall be given by either certified mail, express mail or other overnight courier service. Notices shall be deemed given upon the earlier of actual receipt or three (3) business days after being mailed or delivered to such courier service. Any notices to be given hereunder shall be effective if executed by and/or sent by the attorneys for THE PARTIES giving such notice and, in connection therewith, THE PARTIES and their respective counsel agree that in giving such notice such counsel may communicate directly in writing with such party to the extent necessary to give such notice. 22. Attorney Fees In the event either party is in default of the terms or conditions of this Retainer Agreement and legal action is initiated or suit be entered as a result of such default, the prevailing party shall be entitled to recover all costs incurred as a result of such default including reasonable attorney fees, expenses and court costs through trial, appeal and to final disposition. 23. Return of Records. Upon termination of this Agreement, ATTORNEY shall deliver all records, notes, data, memorandum, models and equipment of any nature that are in the control of ATTORNEY that are the property of or relate to the business of Client, except that ATTORNEY shall retain one copy of printed material for retention in the ATTORNEY library. 24. Disclaimer By ATTORNEY. ATTORNEY shall be the preparer of certain materials and ATTORNEY makes no representation to Client or others that, (a) its efforts or services will result in any enhancement to Client's value, (b) the price of Client's to be publicly traded securities will increase, (c) any person will purchase Client's securities (d) a merger or acquisition will ever be complete or (e) any investor will lend money to and/or invest in or with Client. 25. Limitation ATTORNEY Liability. In the event ATTORNEY fails to perform its work or services hereunder, its entire liability to Client shall not exceed the lessor of (a) the amount of cash compensation ATTORNEY has received from Client under paragraph 13 above, (b) the amount of cash compensation ATTORNEY has received from Client under any provision herein or (c) the actual damage to Client as a result of such non-performance. In no event shall ATTORNEY be liable to Client for any indirect, special or consequential damages, nor for any claim against Client by any person or entity arising from or in any way related to this Agreement. 26. Ownership of Materials. All right, title and interest in and to materials to be produced by ATTORNEY in connection with this Retainer Agreement and other services to be rendered under said Agreement shall be and remain the sole and exclusive property of ATTORNEY, except in the event Client performs fully and timely its obligations hereunder Client shall be entitled to receive, upon request, one (1) copy of all such materials, and shall be entitled to the non-exclusive right to use all such materials. 27. Agreement Not To Hire. Client understands and appreciates that ATTORNEY invests a tremendous amount of time, energy, resources and expertise in the training and education of its employees and subcontractors to be able to provide the very services Client requires. Further, Client understands that in the event an employee or subcontractor of ATTORNEY is enticed to leave, then ATTORNEY shall be damaged in an amount THE PARTIES are not capable of calculating at the present time. Therefore, Client agrees not to offer employment or subcontractor status to any employee or subcontractor of ATTORNEY, nor to allow any employee, officer, director, shareholder or consultant of Client to offer such employment or subcontractor status with Client or any other Client, concern, venture or entity with whom officers, directors or consultants of Client are employed, associated or hold a financial stake in, for a period of three (3) years from the date of expiration or termination hereof. Further, in the event an employee or subcontractor of ATTORNEY leaves the employ of, dissolves or breaks association with ATTORNEY and subsequently establishes employment or an association of any kind with another investor relations, investment banking or other type of competing firm of ATTORNEY, Client agrees not to do business with such other investor relations or competing firm of ATTORNEY for a period of three (3) years from the date of expiration or termination hereof. 28. Miscellaneous. a. The effective date of representation shall be no later than the date of execution by THE PARTIES of this Retainer Agreement. b. Currency: In all instances, references to dollars shall be deemed to be United States Dollars. c. Stock: In all instances, references to stock shall be deemed to be issued pursuant to S-8 Registration. 29. Exclusion With Respect To Partnership. THE PARTIES agree that in no way shall this Retainer Agreement be construed as being an act of partnership between THE PARTIES hereto and that no party hereto shall have, as a result of the execution of this Retainer Agreement, any liability for the commitments of any other party of any type, kind, son or variety. 30. Travel Compensation Reimbursement. In the course of ATTORNEY providing services as necessary hereunder on the behalf of or for Client during the term of this Retainer Agreement, Client shall pay to, or reimburse, ATTORNEY for any travel expenses incurred by ATTORNEY that are not specifically described elsewhere herein, provided that Client has been notified in advance by ATTORNEY of the nature and of the cost of any such required travel and the amount of travel compensation and/or reimbursement related thereto. Travel expenses shall be deemed to include, but not be limited to, hotel expenses, airline fares, taxi fares, rental fees, toll road fees, reasonable food expenses and reasonable gratuities related thereto. Client shall have the right to book airline and hotel reservations, etc. itself on behalf of ATTORNEY within five (5) days upon notice for the requirement thereof from ATTORNEY. 31. Time Is Of The Essence. Time is hereby expressly made of the essence of this Retainer Agreement with respect to the performance by THE PARTIES of their respective obligations hereunder. 32. Inurement. This Retainer Agreement shall inure to the benefit of and be binding upon THE PARTIES hereto and their respective heirs, executors, administrators, personal representatives, successors, assigns and any addendum attached hereto. 33. Entire Agreement. This Retainer Agreement contains the entire agreement of THE PARTIES. It is declared by THE PARTIES that there are no other oral or written agreements or understanding between them affecting this Agreement or relating to the business of ATTORNEY. This Agreement supersedes all previous agreements between ATTORNEY and Client. 34. Amendments This Agreement may be modified or amended provided such modifications or amendments are mutually agreed upon by and between THE PARTIES hereto and that said modifications or amendments are made only by an instrument in writing signed by THE PARTIES or an oral agreement to the extent that THE PARTIES carry it out. 35. Waivers. No waiver of any provision or condition of this Agreement shall be valid unless executed in writing and signed by the party to be bound thereby, and then only to the extent specified in such waiver. No waiver of any provision or condition of this Agreement shall be construed as a waiver of any other provision or condition of this Agreement, and no present waiver of any provision or condition of this Agreement shall be construed as a future waiver of such provision or condition. 36. Non-waiver. The failure of either party, at any time, to require any such performance by any other party shall not be constructed as a waiver of such right to require such performance, and shall in no way affect such party's right to require such performance and shall in no way affect such party's right subsequently to require a full performance hereunder. 37. Construction of Agreement. Each party and its counsel have participated fully in the review and revision of this Agreement. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement. 38. Non-Circumvention Agreement. Client agrees, represents and warrants hereby that it shall not circumvent ATTORNEY with respect to any individual or investor introduced by ATTORNEY to Client nor with respect to any transaction, merger, acquisition or other business opportunity proposed by, assisted with or otherwise promoted by ATTORNEY for the benefit of Client pursuant to the terms with ATTORNEY for the purpose of, without limitation, this Agreement and for a period of three (3) years from the date of execution by THE PARTIES of this Agreement. 39. Applicable Law. THIS AGREEMENT IS EXECUTED PURSUANT TO AND SHALL BE INTERPRETED AND GOVERNED FOR ALL PURPOSES BY THE LAWS OF THE STATE OF NEVADA FOR WHICH THE COURTS IN LAS VEGAS, NEVADA SHALL HAVE JURISDICTION WITHOUT GIVING EFFECT TO THE CHOICE OR LAWS OR CONFLICT OF LAWS RULES THEREOF OR OF ANY STATE. 40. Severability. If any provision of this Agreement shall be held to be contrary to law, void, invalid or unenforceable for any reason, such provision shall be deemed severed from this Retainer Agreement and the remaining provisions of this Agreement shall continue to be valid and enforceable. If a Court finds that any provision of this Agreement is contrary to law, void, invalid or unenforceable and that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed and enforced as so limited. 41. Acceptance by ATTORNEY. This Agreement is not valid or binding upon ATTORNEY unless and until executed by its Chief Executive Officer, Chief Operating Officer duly authorized executive officer of ATTORNEY at its home office in San Diego, California. 43. Execution In Counterpart: Telecopy-Fax. This Retainer Agreement may be executed in counterparts, not withstanding the date or dates upon which this Retainer Agreement is executed and delivered by any of THE PARTIES, and shall be deemed to be an original and all of which shall constitute one and the ATTORNEY Agreement effective as of the reference date first written below. The fully executed telecopy (fax) version of this Retainer Agreement shall be construed by all parties hereto as an original version of said Retainer Agreement. 44. Disclaimer Brian Dvorak, as counsel to the Client, is licensed to practice law in the State of Nevada only, and in the case of any legal opinions, court filings, or operations requiring counsel from a particular state, then in that event such counsel shall be retained by the Client, at a cost to be incurred by Client. IN WITNESS WHEREOF, THE PARTIES hereto have set forth their hands and seal in execution of this Retainer Agreement made this 3rd day of August 2001, by and between; For and in behalf of Client: For and in behalf of ATTORNEY: ShareCom, Inc. Brian Dvorak By:/s/ Brad Nordling By:/s/ Brian Dvorak Brad Nordling, President Brian Dvorak Addendum A: Due Diligence Schedule. EX-10 6 ex10-4.txt CONSULTING AGREEMENT FOR MERCHANT RESOURCES ShareCom, Inc. CONSULTING AGREEMENT This CONSULTING AGREEMENT is made by and between; Merchant Resources, Inc. Attn: Ed Dhonau 2980 South Rainbow Blvd. Suite #200-C Las Vegas, Nevada 89146 E-mail: GoPublicNow@cs.com a Nevada Corporation (hereinafter referred to as "Consultant"), and; ShareCom, Inc. 1251 N. Sherwood Ln. Palatine, Il 60067-1884 ( ) / fax ( ) E-mail an Illinois Corporation (hereinafter referred to as "COMPANY"). Collectively, CONSULTANT and COMPANY are hereinafter referred to as "THE PARTIES". WITNESSETH WHEREAS, CONSULTANT is a corporate consulting firm with expertise in acquisitions and mergers and in assisting publicly traded companies with related services, which assisted the COMPANY in its merger with Anonymous Data Corporation, and WHEREAS, COMPANY is a publicly held company with its common stock ("ANYD") trading on the OTC bulletin board, and WHEREAS, COMPANY desires to seek beneficial mergers and acquisitions which will provide the COMPANY with additional value and the COMPANY desires to seek CONSULTANT'S assistance in publicizing itself with the intention of making its name and business better known to its shareholders, investors, brokerage houses, potential investors or shareholders and various media, and WHEREAS, COMPANY desires to employ and/or retain CONSULTANT to provide such services as an independent contractor, and CONSULTANT is agreeable to such a relationship and/or arrangement, and THE PARTIES desire a written document formalizing and defining their relationship and evidencing the terms of their agreement; THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, it is agreed as follows. DEFINITIONS AND INTERPRETATIONS 1. Captions and Section Numbers. The headings and section references in this Consulting Agreement are for convenience of reference only and do not form a part of this Consulting Agreement and are not intended to interpret, define or limit the scope, extent or intent of this Consulting Agreement or any provisions thereof. 2. Extended Meanings. The words "hereof", "herein", "hereunder", "hereto" and similar expressions used in any clause. Paragraph or section of this Consulting Agreement and any Addendum and/or Exhibit attached to this Consulting Agreement shall relate to the whole of this Consulting Agreement including any attached Addendum and/or Exhibit and not to that clause, paragraph or section only, unless otherwise expressly provided. 3. Number and Gender. In this Consulting Agreement words importing the masculine gender include the feminine or neuter gender and words in the singular include the plural, and vice versa. 4. Section References and Schedules. Any reference to a particular "article", "section", "paragraph" or other subdivision of this Consulting Agreement and any reference to a schedule, addendum or exhibit by name, number and/or letter shall mean the appropriate schedule, addendum or exhibit attached to this Consulting Agreement and by such reference is incorporated into and made part of this Consulting Agreement. AGREEMENT 5. Appointment. COMPANY hereby appoints CONSULTANT as director of mergers, acquisitions and assistance in establishing name recognition for the COMPANY, and hereby retains and employs CONSULTANT upon the terms and conditions of this Consulting Agreement. 6. Engagement. CONSULTANT hereby accepts said Agreement and COMPANY as a client, and agrees to assist COMPANY as further described below and subject to the further provisions of this Consulting Agreement. 7. Authority and Description of Services. During the term of this Consulting Agreement CONSULTANT shall furnish various professional services and advice as specifically requested by Brad Nordling, who is an authorized representative of COMPANY, and holds the positions and/or titles of President and Director of COMPANY. Said professional services and advise shall relate to those services, items and/or subjects described as follows: a. CONSULTANT shall act, generally through J. Ed Dhonau, as head of mergers and acquisitions for the COMPANY, essentially acting as (1) liaison between COMPANY and prospective opportunities for acquisitions, mergers, and the financing related, and (2) advisor to COMPANY with respect to communications and information. b. CONSULTANT shall seek to make COMPANY, its management, products, financial situation and prospects known to the financial media, financial publications, broker-dealers, mutual funds, institutional investors, market makers, analysts, investment advisors and other members of the financial community as well as the public generally, all with the purpose of strengthening the COMPANY for purposes of enabling the COMPANY to build its asset base by acquisitions and mergers. d. CONSULTANT, in providing the foregoing services, shall be responsible for tracking and paying all costs of providing the services, including, but not limited to, out-of-pocket expenses for postage, delivery service (e.g., Federal Express), telephone charges, traveling expenses, etc. e. CONSULTANT's compensation under this Consulting Agreement shall be deemed to include the above mentioned costs and expenses, unless otherwise expressly provided herein. 8. Term of Agreement. This Consulting Agreement shall become effective upon execution hereof and shall continue thereafter and remain in effect for a period of one (1) year and/or in the case of specific services as described until such time as such matters are finalized to the satisfaction of both THE PARTIES. It is expressly acknowledged and agreed by and between THE PARTIES hereto that CONSULTANT shall not be obligated to provide any services until a specified retainer (deposit, initial fee, down-payment) in U.S. funds and/or other specified and/or agreed valuable consideration has been received by CONSULTANT. 9. Where Services Shall Be Performed. CONSULTANT services shall be performed at the main office location of CONSULTANT or other such designated location as CONSULTANT and COMPANY agree are the most advantageous for the work to be performed. 10. Limitations on Services. THE PARTIES hereto recognize that certain responsibilities and obligations are imposed by federal and state securities laws and by the applicable rules and regulations of stock exchanges, the National Association of Securities Dealers, in house due diligence or compliance departments of brokerage houses, etc. Accordingly, CONSULTANT agrees as follows: a. CONSULTANT shall NOT release any financial or other information or data about COMPANY without the consent and approval of COMPANY. b. CONSULTANT shall NOT conduct any meetings with financial analysts without informing COMPANY in advance of any proposed meeting, the format or agenda of such meeting and COMPANY may elect to have a representative of COMPANY attend such meeting. c. CONSULTANT shall NOT release any information or data about COMPANY to any selected or limited person, entity or group if CONSULTANT is aware that such information or data has not been generally released or promulgated and COMPANY requests in writing that said information or data is not to be so released or promulgated. d. After notice by COMPANY of filing for a proposed public offering of securities of COMPANY, and during any period of restriction on publicity, CONSULTANT shall not engage in any public relations efforts not in the normal course without approval of counsel for COMPANY and of counsel for underwriter, if any. 11. Duties of Company. a. COMPANY shall supply CONSULTANT on a regular and timely basis with all approved data and information about COMPANY its management, products and operations and COMPANY shall be responsible for advising CONSULTANT of any facts which would affect the accuracy of any prior data and information previously supplied to CONSULTANT so that CONSULTANT may take corrective action. b. COMPANY shall promptly supply CONSULTANT with (1) full and complete copies of all filings with all federal and state securities agencies, (2) full and complete copies of all shareholder reports and communications whether or not prepared with the assistance of CONSULTANT, (3) all data and information supplied to any analyst, broker-dealer, market maker or other member of the financial community and (4) all product/services brochures, sales materials, etc. c. In that CONSULTANT relies on information provided by COMPANY for a substantial part of its preparations and reports to merger and acquisition candidates, COMPANY must represent that said information is neither false nor misleading, and agrees to hold harmless and indemnify CONSULTANT for any breach of these representations and covenants, and COMPANY agrees to hold harmless and indemnify CONSULTANT for any claims relating to the purchase and/or sale of COMPANY securities occurring out of, or in connection with, CONSULTANT's relationship with COMPANY, including without limitation, reasonable attorneys' fees and other costs arising out of any such claims. d. In that CONSULTANT shareholders, officers, employees and/or members of their families may hold a position in and engage in transactions with respect to COMPANY securities, and in light of the fact that CONSULTANT imposes restrictions on such transactions to guard against trading on the basis of material non-public information, COMPANY shall contemporaneously notify CONSULTANT if any information or data being supplied to CONSULTANT has not been generally released or promulgated. e COMPANY shall promptly deliver to CONSULTANT, within 15 days of execution of this Consulting Agreement, a complete due diligence package to include latest form 10SB, I0KSB if available, latest 10QSB, last 6 months of press releases and all other relevant materials including, but not limited to, corporate reports, brochures, etc. f. Because CONSULTANT shall rely on such information to be supplied it by COMPANY, all such information shall be true, accurate, complete and not misleading, in all respects. g. COMPANY shall act diligently and promptly in reviewing materials submitted to it by CONSULTANT to enhance timely distribution of the materials and shall inform CONSULTANT of any inaccuracies contained therein within a reasonable time prior to the projected or known publication date. 12. Representation and Indemnification. Subject to the Disclosure Schedule attached hereto, COMPANY and CONSULTANT represent and/or warrant the following. a. COMPANY shall be deemed to make a continuing representation of the accuracy of any and all material facts, materials, information and data which it supplies to CONSULTANT. COMPANY acknowledges its awareness that CONSULTANT shall rely on such continuing representation in disseminating such information and otherwise performing its investor relation functions. b. CONSULTANT, in the absence of notice in writing from COMPANY, shall rely on the continuing accuracy of materials, information and data supplied by COMPANY. c. COMPANY hereby agrees to hold harmless and indemnify CONSULTANT against any claims, demands, suits, loss, damages, etc., arising out of CONSULTANT's reliance upon the instant accuracy and continuing accuracy of such facts, materials, information and data unless CONSULTANT has been negligent in performing its duties and obligations hereunder. d. COMPANY hereby authorizes CONSULTANT to issue, at CONSULTANT's sole discretion, corrective, amendatory, supplemental, or explanatory press releases, shareholder communications and reports, or data supplied to analysts, broker-dealers, market makers, or other members of the financial community. e. COMPANY shall cooperate fully and timely with CONSULTANT to enable CONSULTANT to perform its duties and obligations under this Consulting Agreement. f. The execution and performance of this Consulting Agreement by COMPANY has been duly authorized by the Board of Directors of COMPANY in accordance with applicable law and to the extent required by the requisite number of shareholders of COMPANY. g. The execution and performance of this Consulting Agreement by CONSULTANT has been duly authorized by the Board of Directors of CONSULTANT in accordance with applicable law and to the extent required by the requisite number of shareholders of CONSULTANT. h. The performance by COMPANY of this Consulting Agreement shall not violate any applicable court decree or order, law or regulation, nor shall it violate any provision of the organizational documents and/or bylaws of COMPANY or any contractual obligation by which COMPANY may be bound. i. The performance by CONSULTANT of this Consulting Agreement shall not violate any applicable court decree or order, law or regulation, nor shall it violate any provision of the organizational documents and/or bylaws of CONSULTANT or any contractual obligation by which CONSULTANT may be bound. j. COMPANY's activities pursuant to this Consulting Agreement or as contemplated by this Consulting Agreement do not constitute and shall not constitute acting as a securities broker or dealer under federal or state securities laws; any contract between COMPANY and a potential investor in COMPANY shall be such that COMPANY would be acting merely as a finder or consultant with respect to such prospective investor obligations under this Agreement. k. CONSULTANT's activities pursuant to this Consulting Agreement or as contemplated by this Consulting Agreement do not constitute and shall not constitute acting as a securities broker or dealer under federal or state securities laws; any contact between CONSULTANT and a potential investor in COMPANY shall be such that CONSULTANT would be acting merely as a finder or consultant with respect to such prospective investor obligations under this Agreement. l. Access to corporate documents: The minute books of COMPANY shall be made available to CONSULTANT and reflect in all material respect the meetings and actions of the directors and stockholders of COMPANY, since the time of its incorporation, and reflect all transactions referred to in such minutes accurately in all material respects. m. Absence of undisclosed liabilities: COMPANY has no material outstanding claims, liabilities, obligations or indebtedness, contingent or otherwise, whether asserted or unassorted, except as set forth in COMPANY's 2000 Balance Sheet, or referred to in any of the notes thereto. All liabilities of COMPANY incurred subsequent to the Balance Sheet Date have been incurred in the ordinary course of business and do not involve borrowings which individually exceed twenty five thousand dollars ($25,000) and which do not exceed one hundred thousand dollars ($100,000) in the aggregate. COMPANY is not in default in respect to the terms or conditions of any indebtedness. n. Absence of changes: Since the 2000 Balance Sheet Date, there has not been any material change in the condition, financial or otherwise, of COMPANY, which materially adversely affects the ability of COMPANY to conduct its operations and COMPANY have incurred any material liabilities or obligations, direct or contingent, not in the ordinary course of business since said 1998 Balance Sheet Date. o. Litigation: There is no action, suit, investigation, customer complaint, claim or proceeding at law or in equity by or before any arbitrator, governmental instrumentality or other agency now pending or, to COMPANY's knowledge, threatened against or affecting COMPANY, nor, to the best of COMPANY's knowledge, does there existing any basis therefor. COMPANY is not subject to any judgement, order, writ, injunction or decree of any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign. COMPANY agrees to promptly notify CONSULTANT of the commencement of any litigation or proceedings against COMPANY or any of its respective officers or directors in connection with or related to the business of COMPANY. p. Non-defaults; non-contravention: Except as set forth in the Disclosure Schedule, COMPANY is not in default in the performance or observance of any obligation (1) under its Certificate of Incorporation, as amended, or it By-Laws, or any indenture, mortgage, contract, purchase order or other agreement or instrument to which COMPANY is a party or by which it or any of its property is bound or affected; or (2) to any order, writ, injunction or decree of any court of any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, except for the defaults as would not, individually or in the aggregate, result in a material adverse effect on the business or operations of COMPANY as a whole, nor which after notice, the lapse of time both, would constitute, a material default under any of the foregoing. q. Employment of officers, employees and consultants: To COMPANY's knowledge, no third party may assert any valid claim against COMPANY to the (1) continued employment by, or association with, COMPANY of any of its present officers, employees or consultants, or (2) the use by COMPANY of any information which COMPANY would be prohibited from using under any prior agreements or arrangements or any laws applicable to unfair competition, trade secrets or proprietary information. r. Disclosure: Neither this Agreement nor any other document, certificate or written statement to be furnished to potential Subscribers by or on behalf of COMPANY in connection with the transactions contemplated hereby contains or shall contain any untrue statement of a material fact or omits or shall omit to state a material fact necessary in order to make the statement contained herein or therein not misleading. There is no fact known to COMPANY which adversely affects the business operations, affairs, prospects, conditions, properties or assets of COMPANY (hereinafter "Material Facts") which has not been set forth in this Agreement. To the extent Material Facts become known to COMPANY subsequent to the date hereof and up and through the termination of this Agreement, such facts shall be set forth in writing to CONSULTANT. 13. Compensation. a. Compensation payable to CONSULTANT for all general services hereunder, shall be paid by COMPANY to CONSULTANT by the means of the issuance of 680,000 shares of common stock in the COMPANY at the per share bid price as of today ($0.25), which shares shall be issued subject to S-8 Registration. b. For all optional services, compensation for which is not provided for within the scope of this Agreement COMPANY shall pay to CONSULTANT such fee as, and when, TO PARTIES shall determine in advance of performance of said optional services, provided COMPANY has agreed to said optional services. 14. Billing and Payment. Monthly fees or payments shall be due and payable without billing. Billing and payments for optional services shall be agreed on a case by case basis. COMPANY acknowledges and agrees that deposits, initial payments, down payments, partial payments, payments for special services, monthly fees or monthly payments shall be by wire transfer to CONSULTANT's bank account upon execution of any agreement(s), or, upon payment due date in the case of monthly fees or monthly payments, or, ID the case of optional services by the first day of the preceding month that work is scheduled to be performed, unless expressly provided otherwise in writing, and that if such funds are not received by CONSULTANT by said date COMPANY shall pay to CONSULTANT an additional operations charge equal to .01% for each day said funds are not received. 15. CONSULTANT as an Independent Contractor. CONSULTANT shall provide said services as an independent contractor, and not as an employee of COMPANY or of any company affiliated with COMPANY. 16. Trade Secrets and Inventions. CONSULTANT shall treat as proprietary any and all information belonging to COMPANY, it's affiliates or any third parties disclosed to CONSULTANT in the course of the performance of CONSULTANT's services. 17. Inside Information - Securities Violations. In the course of the performance of this Agreement, it is expected that specific sensitive information concerning the operations of COMPANY's business and/or affiliate companies shall come to the attention and knowledge of CONSULTANT. In such event CONSULTANT shall not divulge, discuss or otherwise reveal such information to any third parties. 18. Disclosures. CONSULTANT shall disclose to COMPANY any outside activities or interests, including ownership or participation in the development of prior inventions, that conflict or may conflict with the best interests of COMPANY. It is mutually understood that prompt disclosure is required under this paragraph if the activity or interest is related, directly or indirectly, to any activity that CONSULTANT may be involved with on behalf of COMPANY. 19. Termination of Agreement. This Consulting Agreement may not be terminated by either party prior to the expiration of the term provided in paragraph 8 above, except as follows. a. Upon the bankruptcy or liquidation of the other party, whether voluntary or involuntary, b. Upon the other party taking the benefit of any insolvency law, c. Upon the other party having or applying for a receiver appointed for either party, d. For cause, and/or e. As provided for in paragraph 20, immediately below. 20. Early Termination. In the event COMPANY fails or refuses to cooperate with CONSULTANT, fails or refuses to make timely payment of the compensation set forth in this Agreement, CONSULTANT shall have the right to terminate any further performance under this Agreement. In such event, and upon notification thereof, all compensation shall become immediately due and payable and/or deliverable, and CONSULTANT shall be entitled to receive and retain the funds or other consideration as liquidated damages and not as a penalty, in lieu of all other remedies. THE PARTIES hereby acknowledge and agree that it would be too difficult currently to determine the exact extent of CONSULTANT's damages, but that the receipt and retention of such compensation is a reasonable present estimate of such damage. 21. Notices. All notices hereunder shall be in writing and addressed to the party at the address herein set forth, or at such other address which notice pursuant to this section may be given, and shall be given by either certified mail, express mail or other overnight courier service. Notices shall be deemed given upon the earlier of actual receipt or three (3) business days after being mailed or delivered to such courier service. Any notices to be given hereunder shall be effective if executed by and/or sent by the attorneys for THE PARTIES giving such notice and, in connection therewith, THE PARTIES and their respective counsel agree that in giving such notice such counsel may communicate directly in writing with such party to the extent necessary to give such notice. 22. Attorney Fees In the event either party is in default of the terms or conditions of this Consulting Agreement and legal action is initiated or suit be entered as a result of such default, the prevailing party shall be entitled to recover all costs incurred as a result of such default including reasonable attorney fees, expenses and court costs through trial, appeal and to final disposition. 23. Return of Records. Upon termination of this Agreement, CONSULTANT shall deliver all records, notes, data, memorandum, models and equipment of any nature that are in the control of CONSULTANT that are the property of or relate to the business of COMPANY, except that CONSULTANT shall retain one copy of printed material for retention in the CONSULTANT library. 24. Disclaimer By CONSULTANT. CONSULTANT shall be the preparer of certain promotional materials and CONSULTANT makes no representation to COMPANY or others that, (a) its efforts or services will result in any enhancement to COMPANY, (b) the price of COMPANY's publicly traded securities will increase, (c) any person will purchase COMPANY's securities or (d) any investor will lend money to and/or invest in or with COMPANY. 25. Limitation CONSULTANT Liability. In the event CONSULTANT fails to perform its work or services hereunder, its entire liability to COMPANY shall not exceed the lessor of (a) the amount of cash or other compensation CONSULTANT has received from COMPANY under paragraph 13 above, or (b) the actual damage to COMPANY as a result of such non-performance. In no event shall CONSULTANT be liable to COMPANY for any indirect, special or consequential damages, nor for any claim against COMPANY by any person or entity arising from or in any way related to this Agreement. 26. Ownership of Materials. All right, title and interest in and to materials to be produced by CONSULTANT in connection with this Consulting Agreement and other services to be rendered under said Agreement shall be and remain the sole and exclusive property of CONSULTANT, except in the event COMPANY performs fully and timely its obligations hereunder COMPANY shall be entitled to receive, upon request, one ( 1 ) copy of all such materials, and shall be entitled to the non-exclusive right to use all such materials. 27. Agreement Not To Hire. COMPANY understands and appreciates that CONSULTANT invests a tremendous amount of time, energy, resources and expertise in the training and education of its employees and subcontractors to be able to provide the very services COMPANY requires. Further, COMPANY understands that in the event an employee or subcontractor of CONSULTANT is enticed to leave, then CONSULTANT shall be damaged in an amount THE PARTIES are not capable of calculating at the present time. Therefore, COMPANY agrees not to offer employment or subcontractor status to any employee or subcontractor of CONSULTANT, nor to allow any employee, officer, director, shareholder or consultant of COMPANY to offer such employment or subcontractor status with COMPANY or any other company, concern, venture or entity with whom officers, directors or consultants of COMPANY are employed, associated or hold a financial stake in, for a period of three (3) years from the date of expiration or termination hereof. Further, in the event an employee or subcontractor of CONSULTANT leaves the employ of, dissolves or breaks association with CONSULTANT and subsequently establishes employment or an association of any kind with another investor relations, investment banking or other type of competing firm of CONSULTANT, COMPANY agrees not to do business with such other investor relations or competing firm of CONSULTANT for a period of three (3) years from the date of expiration or termination hereof. 28. Miscellaneous. a. The effective date of representation shall be no later than the date of execution by THE PARTIES of this Consulting Agreement. b. Currency: In all instances, references to dollars shall be deemed to be United States Dollars. c. Stock: In all instances, references to stock shall be deemed to be unrestricted and free trading. 29. Exclusion With Respect To Partnership. THE PARTIES agree that in no way shall this Consulting Agreement be construed as being an act of partnership between THE PARTIES hereto and that no party hereto shall have, as a result of the execution of this Consulting Agreement, any liability for the commitments of any other party of any type, kind, son or variety. 30. Time Is Of The Essence. Time is hereby expressly made of the essence of this Consulting Agreement with respect to the performance by THE PARTIES of their respective obligations hereunder. 31. Inurement. This Consulting Agreement shall inure to the benefit of and be binding upon THE PARTIES hereto and their respective heirs, executors, administrators, personal representatives, successors, assigns and any addendum attached hereto. 32. Entire Agreement. This Consulting Agreement contains the entire agreement of THE PARTIES. It is declared by THE PARTIES that there are no other oral or written agreements or understanding between them affecting this Agreement or relating to the business of CONSULTANT. This Agreement supersedes all previous agreements between CONSULTANT and COMPANY. 33. Amendments This Agreement may be modified or amended provided such modifications or amendments are mutually agreed upon by and between THE PARTIES hereto and that said modifications or amendments are made only by an instrument in writing signed by THE PARTIES or an oral agreement to the extent that THE PARTIES carry it out. 34. Waivers. No waiver of any provision or condition of this Agreement shall be valid unless executed in writing and signed by the party to be bound thereby, and then only to the extent specified in such waiver. No waiver of any provision or condition of this Agreement shall be construed as a waiver of any other provision or condition of this Agreement, and no present waiver of any provision or condition of this Agreement shall be construed as a future waiver of such provision or condition. 35. Non-waiver. The failure of either party, at any time, to require any such performance by any other party shall not be constructed as a waiver of such right to require such performance, and shall in no way affect such party's right to require such performance and shall in no way affect such party's right subsequently to require a full performance hereunder. 36. Construction of Agreement. Each party and its counsel have participated fully in the review and revision of this Agreement. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement. 37. Non-Circumvention Agreement. COMPANY agrees, represents and warrants hereby that it shall not circumvent CONSULTANT with respect to any banking or lending institution, investment bank, trust, corporation, individual or investor introduced by CONSULTANT to COMPANY nor with respect to any transaction, merger, acquisition or other business opportunity proposed by, assisted with or otherwise promoted by CONSULTANT for the benefit of COMPANY pursuant to the terms with CONSULTANT for the purpose of, without limitation, this Agreement and for a period of three (3) years from the date of execution by THE PARTIES of this Agreement. 38. Applicable Law. THIS AGREEMENT IS EXECUTED PURSUANT TO AND SHALL BE INTERPRETED AND GOVERNED FOR ALL PURPOSES BY THE LAWS OF THE STATE OF NEVADA FOR WHICH THE COURTS IN CLARK COUNTY, NEVADA SHALL HAVE JURISDICTION WITHOUT GIVING EFFECT TO THE CHOICE OR LAWS OR CONFLICT OF LAWS RULES THEREOF OR OF ANY STATE. 39. Severability. If any provision of this Agreement shall be held to be contrary to law, void, invalid or unenforceable for any reason, such provision shall be deemed severed from this Consulting Agreement and the remaining provisions of this Agreement shall continue to be valid and enforceable. If a Court finds that any provision of this Agreement is contrary to law, void, invalid or unenforceable and that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed and enforced as so limited. 40. Acceptance by CONSULTANT. This Agreement is not valid or binding upon CONSULTANT unless and until executed by its Chief Executive Officer, Chief Operating Officer duly authorized executive officer of CONSULTANT at its home office in ________. 41. Execution In Counterpart: Telecopy-Fax. This Consulting Agreement may be executed in counterparts, not withstanding the date or dates upon which this Consulting Agreement is executed and delivered by any of THE PARTIES, and shall be deemed to be an original and all of which shall constitute one and the CONSULTANT'S Agreement effective as of the reference date first written below. The fully executed telecopy (fax) version of this Consulting Agreement shall be construed by all parties hereto as an original version of said Consulting Agreement. 43. Disclaimer CONSULTANT as a corporate relations firm is in the business of capitalization services, investor/public relations and other related business, as previously stated above, and in no way proclaims to be an investment advisor and/or stock or securities broker. CONSULTANT is not licensed as a stock or securities broker and is not in the business of selling such stocks or securities or advising as to the investment viability or worth of such stocks or securities. IN WITNESS WHEREOF, THE PARTIES hereto have set forth their hands and seal in execution of this Consulting Agreement made this 3rd day of August 2001, by and between; For and in behalf of COMPANY: For and in behalf of CONSULTANT: ShareCom, Inc. Merchant Resources, Inc. By:/s/ Brad Nordling By:/s/ J.E. Dhonau Brad Nordling, President J. E. Dhonau EX-10 7 ex10-5.txt RETAINER AGREEMENT FOR STOECKLIEN LAW GROUP Stoecklein Law Group, a Professional Corporation - -------------------------------------------------------------------------------- Practice Limited to Federal Securities Emerald Plaza Telephone:(619) 595-4882 402 West Broadway Facsimile:(619) 595-4883 Suite 400 email: djs@slgseclaw.com San Diego, California 92101 web: www.slgseclaw.com This Retainer AGREEMENT is made by and between; Stoecklein Law Group 402 West Broadway, Suite 400 San Diego, California 92101 (619) 595-4882/ fax (619) 595-4883 E-mail: djs@slgseclaw.com a California Corporation (hereinafter referred to as "SLG"), and; ShareCom,Inc. c/o Brad Nordling 1251 N. Sherwood Ln. Palatine, Illinois 60067-1884 E-mail: an Illinois Corporation (hereinafter referred to as "Client"). Collectively, SLG and Client are hereinafter referred to as "THE PARTIES". WITNESSETH WHEREAS, SLG is a Law Firm with expertise in the representation of companies relating to federal securities and the preparation of information about private and publicly traded companies and related services; and, WHEREAS, Client desires to employ and/or retain SLG to provide such services as an independent contractor, and SLG is agreeable to such a relationship and/or arrangement, and THE PARTIES desire a written document formalizing and defining their relationship and evidencing the terms of their agreement; THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, it is agreed as follows. DEFINITIONS AND INTERPRETATIONS 1. Captions and Section Numbers. The headings and section references in this Retainer Agreement are for convenience of reference only and do not form a part of this Retainer Agreement and are not intended to interpret, define or limit the scope, extent or intent of this Retainer Agreement or any provisions thereof. 2. Extended Meanings. The words "hereof", "herein", "hereunder", "hereto" and similar expressions used in any clause, paragraph or section of this Retainer Agreement and any Addendum and/or Exhibit attached to this Retainer Agreement shall relate to the whole of this Retainer Agreement including any attached Addendum and/or Exhibit and not to that clause, paragraph or section only, unless otherwise expressly provided. 3. Number and Gender. In this Retainer Agreement words importing the masculine gender include the feminine or neuter gender and words in the singular include the plural, and vice versa. 4. Section References and Schedules. Any reference to a particular "article", "section", "paragraph" or other subdivision of this Retainer Agreement and any reference to a schedule, addendum or exhibit by name, number and/or letter shall mean the appropriate schedule, addendum or exhibit attached to this Retainer Agreement and by such reference is incorporated into and made part of this Retainer Agreement. AGREEMENT 5. Appointment. Client hereby appoints SLG as its counsel and hereby retains and employs SLG upon the terms and conditions of this Retainer Agreement. 6. Engagement. SLG hereby accepts said Retainer Agreement and agrees to represent Client as further described below and subject to the further provisions of this Retainer Agreement. 7. Authority and Description of Services. During the term of this Retainer Agreement SLG shall furnish various professional services and advice as specifically requested by Mr. Brad Nordling, who is an authorized representative of Client, and holds the position as a major shareholder of Client. Said professional services and advice shall relate to those services, items and/or subjects described as follows: a. SLG shall act, generally through Donald J. Stoecklein, as federal securities counsel to assist Client in complying with the disclosure requirements under the Exchange Act of 1934. 8. Term of Agreement. This Retainer Agreement shall become effective upon execution hereof and shall continue thereafter and remain in effect until such time as such matters are finalized to the satisfaction of the THE PARTIES. It is expressly acknowledged and agreed by and between THE PARTIES hereto that SLG shall not be obligated to provide any services until a specified retainer (deposit, initial fee, down-payment) in 150,000 shares of common stock of Client has been received by SLG. 9. Where Services Shall Be Performed. SLG services shall be performed at the main office location of SLG or other such designated location as SLG and Client agree are the most advantageous for the work to be performed. 10. Limitations on Services. THE PARTIES hereto recognize that certain responsibilities and obligations are imposed by federal and state securities laws and by the applicable rules and regulations of stock exchanges, the National Association of Securities Dealers, in house due diligence or compliance departments of brokerage houses, etc. Accordingly, SLG agrees as follows: a. SLG shall NOT release any financial or other information or data about Client without the consent and approval of Client. c. SLG shall NOT release any information or data about Client to any selected or limited person, entity or group if SLG is aware that such information or data has not been generally released or promulgated and Client requests in writing that said information or data is not to be so released or promulgated. 11. Duties of Client. The duties of Client are as follows: a. Client shall supply SLG on a regular and timely basis with all approved data and information about Client its management, products and operations and Client shall be responsible for advising SLG of any facts, which would affect the accuracy of any prior data and information previously supplied to SLG so that SLG may take corrective action. b. Client shall promptly supply SLG with all the information required by the Due Diligence Checklist set forth in Addendum A. c. SLG draft prospectus or offering memorandums are not intended to be used in the offering of securities. Accordingly, Client and/or clients must agree to each of the points listed below and to indemnify SLG for any breach of these representatives and covenants. (2) Client agrees to utilize only final versions of documentation generated by SLG, and only upon receiving the written consent to utilize such information. (3) Client shall notify SLG immediately upon receipt of any information which may materially and detrimentally impact any documentation prepared by SLG. (4) Client shall not use SLG documents in connection with any offering of securities without the prior written consent of SLG. d. In that SLG relies on information provided by Client for a substantial part of its preparations and documentation, Client must represent that said information is neither false nor misleading, and agrees to hold harmless and indemnify SLG for any breach of these representations and covenants, and Client agrees to hold harmless and indemnify SLG for any claims relating to the purchase and/or sale of Client securities occurring out of, or in connection with, SLG's relationship with Client, including without limitation, reasonable attorneys' fees and other costs arising out of any such claims. e. Because SLG shall rely on such information to be supplied it by Client, all such information shall be true, accurate, complete and not misleading, in all respects. f. In that SLG shareholders, officers, employees and/or members of their families may hold a position in and engage in transactions with respect to Client securities, and in light of the fact that SLG imposes restrictions on such transactions to guard against trading on the basis of material non-public information, Client shall contemporaneously notify SLG if any information or data being supplied to SLG has not been generally released or promulgated. g. Client shall act diligently and promptly in reviewing materials submitted to it by SLG to enhance timely distribution of the materials and shall inform SLG of any inaccuracies contained therein within a reasonable time prior to the projected or known publication date. 12. Representation and Indemnification. Client and SLG represent and/or warrant the following. a. Client shall be deemed to make a continuing representation of the accuracy of any and all material facts, materials, information and data, which it supplies to SLG. Client acknowledges its awareness that SLG shall rely on such continuing representation in disseminating such information and otherwise performing its functions as counsel to Client. b. SLG, in the absence of notice in writing from Client, shall rely on the continuing accuracy of materials, information and data supplied by Client. c. Client hereby agrees to hold harmless and indemnify SLG against any claims, demands, suits, loss, damages, etc., arising out of SLG's reliance upon the instant accuracy and continuing accuracy of such facts, materials, information and data unless SLG has been negligent in performing its duties and obligations hereunder. d. Client shall cooperate fully and timely with SLG to enable SLG to perform its duties and obligations under this Retainer Agreement. e. The execution and performance of this Retainer Agreement by Client has been duly authorized by the Board of Directors of Client in accordance with applicable law and to the extent required by the requisite number of shareholders of Client. f. The execution and performance of this Retainer Agreement by SLG has been duly authorized by the Board of Directors of SLG in accordance with applicable law and to the extent required by the requisite number of shareholders of SLG. g. The performance by Client of this Retainer Agreement shall not violate any applicable court decree or order, law or regulation, nor shall it violate any provision of the organizational documents and/or bylaws of Client or any contractual obligation by which Client may be bound. h. The performance by SLG of this Retainer Agreement shall not violate any applicable court decree or order, law or regulation, nor shall it violate any provision of the organizational documents and/or bylaws of SLG or any contractual obligation by which SLG may be bound. i. Client's activities pursuant to this Retainer Agreement or as contemplated by this Retainer Agreement do not constitute and shall not constitute acting as a securities broker or dealer under federal or state securities laws; any contract between Client and a potential investor in Client shall be such that Client would be acting merely as a finder or consultant with respect to such prospective investor obligations under this Agreement. j. SLG's activities pursuant to this Retainer Agreement or as contemplated by this Retainer Agreement are specifically limited to SLG's position as counsel to Client. k. Access to corporate documents: The minute books of Client shall be made available to SLG and reflect in all material respect the meetings and actions of the directors and stockholders of Client, since the time of its incorporation, and reflect all transactions referred to in such minutes accurately in all material respects. l. Absence of undisclosed liabilities: Client has no material outstanding claims, liabilities, obligations or indebtedness, contingent or otherwise, whether asserted or unassorted, except as set forth in Client's latest Balance Sheet, or referred to in any of the notes thereto. Client is not in default in respect to the terms or conditions of any indebtedness. m. Litigation: There is no action, suit, investigation, customer complaint, claim or proceeding at law or in equity by or before any arbitrator, governmental instrumentality or other agency now pending or, to Client's knowledge, threatened against or affecting Client, nor, to the best of Client's knowledge, does there existing any basis therefor. Client is not subject to any judgement, order, writ, injunction or decree of any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign. Client agrees to promptly notify SLG of the commencement of any litigation or proceedings against Client or any of its respective officers or directors in connection with or related to the business of Client. o. Non-defaults; non-contravention: Except as set forth in the Disclosure Schedule, Client is not in default in the performance or observance of any obligation (1) under its Certificate of Incorporation, as amended, or it By-Laws, or any indenture, mortgage, contract, purchase order or other agreement or instrument to which Client is a party or by which it or any of its property is bound or affected; or (2) to any order, writ, injunction or decree of any court of any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, except for the defaults as would not, individually or in the aggregate, result in a material adverse effect on the business or operations of Client as a whole, nor which after notice or the lapse of time, would constitute, a material default under any of the foregoing. q. Employment of officers, employees and consultants: To Client's knowledge, no third party may assert any valid claim against Client to the (1) continued employment by, or association with, Client of any of its present officers, employees or consultants, or (2) the use by Client of any information which Client would be prohibited from using under any prior agreements or arrangements or any laws applicable to unfair competition, trade secrets or proprietary information. r. Disclosure: Neither this Agreement nor any other document, certificate or written statement to be furnished to potential Market Markers, the SEC, NASD, or Standard and Poors, by or on behalf of Client in connection with the transactions contemplated hereby contains or shall contain any untrue statement of a material fact or omits or shall omit to state a material fact necessary in order to make the statement contained herein or therein not misleading. There is no fact known to Client which adversely affects the business operations, affairs, prospects, conditions, properties or assets of Client (hereinafter "Material Facts") which has not been set forth in this Agreement. To the extent Material Facts become known to Client, subsequent to the date hereof and up and through the termination of this Agreement, such facts shall be set forth in writing to SLG. 13. Compensation. a. 150,000 shares of common stock registered under S-8 b. For all optional services such as filing the 10QSB (10Q), 10KSB (10K), or 8K's, compensation for which is not provided for within the scope of this contract Client shall pay to SLG such fee as, and when, THE PARTIES shall determine in advance of performance of said optional services, provided Client has agreed to said optional services. 14. Billing and Payment. The initial 150,000 shares of common stock shall be due and payable without billing. Billing and payments for optional services shall be agreed on a case by case basis. Client acknowledges and agrees that deposits, initial payments, down payments, partial payments, payments for special services, monthly fees or monthly payments shall be by wire transfer to SLG's bank account upon execution of any agreement(s), or, upon payment due date in the case of monthly fees or monthly payments, or, in the case of optional services by the first day of the preceding month that work is scheduled to be performed, unless expressly provided otherwise in writing, and that if such funds are not received by SLG by said date Client shall pay to SLG an additional operations charge equal to 1% for each month said funds are not received. SLG has a policy that in the event a payment is not made on the date due, then in that event work shall be suspended, without notice, until such time as arrangements have been made for payment. 15. SLG as an Independent Contractor. SLG shall provide said services as an independent contractor, and not as an employee of Client or of any client affiliated with Client. 16. Trade Secrets and Inventions. SLG shall treat as proprietary any and all information belonging to Client, it's affiliates or any third parties disclosed to SLG in the course of the performance of SLG's services. 17. Inside Information - Securities Violations. In the course of the performance of this Agreement, it is expected that specific sensitive information concerning the operations of Client's business and/or affiliate companies shall come to the attention and knowledge of SLG. In such event SLG shall not divulge, discuss or otherwise reveal such information to any third parties. 18. Disclosures. SLG shall disclose to Client any outside activities or interests, including ownership or participation in the development of prior inventions, that conflict or may conflict with the best interests of Client. It is mutually understood that prompt disclosure is required under this paragraph if the activity or interest is related, directly or indirectly, to any activity that SLG may be involved with on behalf of Client. 19. Termination of Agreement. This Retainer Agreement may not be terminated by either party prior to the expiration of the term provided in paragraph 8 above, except as follows. a. Upon the bankruptcy or liquidation of the other party, whether voluntary or involuntary, b. Upon the other party taking the benefit of any insolvency law, c. Upon the other party having or applying for a receiver appointed for either party, d. For cause, and/or e. As provided for in paragraph 20, immediately below. 20. Early Termination. In the event Client fails or refuses to cooperate with SLG, fails or refuses to make timely payment of the compensation set forth in this Agreement, SLG shall have the right to terminate any further performance under this Agreement. In such event, and upon notification thereof, all compensation shall become immediately due and payable and/or deliverable, and SLG shall be entitled to receive and retain the funds or other consideration as liquidated damages and not as a penalty, in lieu of all other remedies. THE PARTIES hereby acknowledge and agree that it would be too difficult currently to determine the exact extent of SLG's damages, but that the receipt and retention of such compensation is a reasonable present estimate of such damage. 21. Notices. All notices hereunder shall be in writing and addressed to the party at the address herein set forth, or at such other address which notice pursuant to this section may be given, and shall be given by either certified mail, express mail or other overnight courier service. Notices shall be deemed given upon the earlier of actual receipt or three (3) business days after being mailed or delivered to such courier service. Any notices to be given hereunder shall be effective if executed by and/or sent by the attorneys for THE PARTIES giving such notice and, in connection therewith, THE PARTIES and their respective counsel agree that in giving such notice such counsel may communicate directly in writing with such party to the extent necessary to give such notice. 22. Attorney Fees In the event either party is in default of the terms or conditions of this Retainer Agreement and legal action is initiated or suit be entered as a result of such default, the prevailing party shall be entitled to recover all costs incurred as a result of such default including reasonable attorney fees, expenses and court costs through trial, appeal and to final disposition. 23. Return of Records. Upon termination of this Agreement, SLG shall deliver all records, notes, data, memorandum, models and equipment of any nature that are in the control of SLG that are the property of or relate to the business of Client, except that SLG shall retain one copy of printed material for retention in the SLG library. 24. Disclaimer By SLG. SLG shall be the preparer of certain materials and SLG makes no representation to Client or others that, (a) its efforts or services will result in any enhancement to Client's value, (b) the price of Client's to be publicly traded securities will increase, (c) any person will purchase Client's securities or (d) any investor will lend money to and/or invest in or with Client. 25. Limitation SLG Liability. In the event SLG fails to perform its work or services hereunder, its entire liability to Client shall not exceed the lessor of (a) the amount of cash compensation SLG has received from Client under paragraph 13 above, (b) the amount of cash compensation SLG has received from Client under any provision herein or (c) the actual damage to Client as a result of such non-performance. In no event shall SLG be liable to Client for any indirect, special or consequential damages, nor for any claim against Client by any person or entity arising from or in any way related to this Agreement. 26. Ownership of Materials. All right, title and interest in and to materials to be produced by SLG in connection with this Retainer Agreement and other services to be rendered under said Agreement shall be and remain the sole and exclusive property of SLG, except in the event Client performs fully and timely its obligations hereunder Client shall be entitled to receive, upon request, one (1) copy of all such materials, and shall be entitled to the non-exclusive right to use all such materials. 27. Agreement Not To Hire. Client understands and appreciates that SLG invests a tremendous amount of time, energy, resources and expertise in the training and education of its employees and subcontractors to be able to provide the very services Client requires. Further, Client understands that in the event an employee or subcontractor of SLG is enticed to leave, then SLG shall be damaged in an amount THE PARTIES are not capable of calculating at the present time. Therefore, Client agrees not to offer employment or subcontractor status to any employee or subcontractor of SLG, nor to allow any employee, officer, director, shareholder or consultant of Client to offer such employment or subcontractor status with Client or any other Client, concern, venture or entity with whom officers, directors or consultants of Client are employed, associated or hold a financial stake in, for a period of three (3) years from the date of expiration or termination hereof. Further, in the event an employee or subcontractor of SLG leaves the employ of, dissolves or breaks association with SLG and subsequently establishes employment or an association of any kind with another investor relations, investment banking or other type of competing firm of SLG, Client agrees not to do business with such other investor relations or competing firm of SLG for a period of three (3) years from the date of expiration or termination hereof. 28. Miscellaneous. a. The effective date of representation shall be no later than the date of execution by THE PARTIES of this Retainer Agreement. b. Currency: In all instances, references to dollars shall be deemed to be United States Dollars. c. Stock: In all instances, references to stock shall be deemed to be restricted and issued with a 701 legend unless otherwise indicated. 29. Exclusion With Respect To Partnership. THE PARTIES agree that in no way shall this Retainer Agreement be construed as being an act of partnership between THE PARTIES hereto and that no party hereto shall have, as a result of the execution of this Retainer Agreement, any liability for the commitments of any other party of any type, kind, son or variety. 30. Travel Compensation Reimbursement. In the course of SLG providing services as necessary hereunder on the behalf of or for Client during the term of this Retainer Agreement, Client shall pay to, or reimburse, SLG for any travel expenses incurred by SLG that are not specifically described elsewhere herein, provided that Client has been notified in advance by SLG of the nature and of the cost of any such required travel and the amount of travel compensation and/or reimbursement related thereto. Travel expenses shall be deemed to include, but not be limited to, hotel expenses, airline fares, taxi fares, rental fees, toll road fees, reasonable food expenses and reasonable gratuities related thereto. Client shall have the right to book airline and hotel reservations, etc. itself on behalf of SLG within five (5) days upon notice for the requirement thereof from SLG. 31. Time Is Of The Essence. Time is hereby expressly made of the essence of this Retainer Agreement with respect to the performance by THE PARTIES of their respective obligations hereunder. 32. Inurement. This Retainer Agreement shall inure to the benefit of and be binding upon THE PARTIES hereto and their respective heirs, executors, administrators, personal representatives, successors, assigns and any addendum attached hereto. 33. Entire Agreement. This Retainer Agreement contains the entire agreement of THE PARTIES. It is declared by THE PARTIES that there are no other oral or written agreements or understanding between them affecting this Agreement or relating to the business of SLG. This Agreement supersedes all previous agreements between SLG and Client. 34. Amendments This Agreement may be modified or amended provided such modifications or amendments are mutually agreed upon by and between THE PARTIES hereto and that said modifications or amendments are made only by an instrument in writing signed by THE PARTIES or an oral agreement to the extent that THE PARTIES carry it out. 35. Waivers. No waiver of any provision or condition of this Agreement shall be valid unless executed in writing and signed by the party to be bound thereby, and then only to the extent specified in such waiver. No waiver of any provision or condition of this Agreement shall be construed as a waiver of any other provision or condition of this Agreement, and no present waiver of any provision or condition of this Agreement shall be construed as a future waiver of such provision or condition. 36. Non-waiver. The failure of either party, at any time, to require any such performance by any other party shall not be constructed as a waiver of such right to require such performance, and shall in no way affect such party's right to require such performance and shall in no way affect such party's right subsequently to require a full performance hereunder. 37. Construction of Agreement. Each party and its counsel have participated fully in the review and revision of this Agreement. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement. 38. Non-Circumvention Agreement. Client agrees, represents and warrants hereby that it shall not circumvent SLG with respect to any individual or investor introduced by SLG to Client nor with respect to any transaction, merger, acquisition or other business opportunity proposed by, assisted with or otherwise promoted by SLG for the benefit of Client pursuant to the terms with SLG for the purpose of, without limitation, this Agreement and for a period of three (3) years from the date of execution by THE PARTIES of this Agreement. 39. Applicable Law. THIS AGREEMENT IS EXECUTED PURSUANT TO AND SHALL BE INTERPRETED AND GOVERNED FOR ALL PURPOSES BY THE LAWS OF THE STATE OF CALIFORNIA FOR WHICH THE COURTS IN SAN DIEGO COUNTY, CALIFORNIA SHALL HAVE JURISDICTION WITHOUT GIVING EFFECT TO THE CHOICE OR LAWS OR CONFLICT OF LAWS RULES THEREOF OR OF ANY STATE. 40. Severability. If any provision of this Agreement shall be held to be contrary to law, void, invalid or unenforceable for any reason, such provision shall be deemed severed from this Retainer Agreement and the remaining provisions of this Agreement shall continue to be valid and enforceable. If a Court finds that any provision of this Agreement is contrary to law, void, invalid or unenforceable and that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed and enforced as so limited. 41. Acceptance by SLG. This Agreement is not valid or binding upon SLG unless and until executed by its Chief Executive Officer, Chief Operating Officer duly authorized executive officer of SLG at its home office in San Diego, California. 43. Execution In Counterpart: Telecopy-Fax. This Retainer Agreement may be executed in counterparts, not withstanding the date or dates upon which this Retainer Agreement is executed and delivered by any of THE PARTIES, and shall be deemed to be an original and all of which shall constitute one and the SLG Agreement effective as of the reference date first written below. The fully executed telecopy (fax) version of this Retainer Agreement shall be construed by all parties hereto as an original version of said Retainer Agreement. 44. Disclaimer Donald J. Stoecklein, as counsel to the Client, is licensed to practice law in the State of California only, and in the case of any legal opinions, court filings, or operations requiring counsel from a particular state, then in that event such counsel shall be retained by the Client, at a cost to be incurred by Client. IN WITNESS WHEREOF, THE PARTIES hereto have set forth their hands and seal in execution of this Retainer Agreement made this 3rd day of August 2001, by and between; For and in behalf of Client: For and in behalf of SLG: ShareCom, Inc. Stoecklein Law Group By:/s/ Brad Nordling By:/s/ Don Stoecklein Brad Nordling, President Donald J. Stoecklein, President Addendum A: Due Diligence Schedule. EX-10 8 ex10-6.txt CONSULTING AGREEMENT FOR WILLIAM SOMERS CONSULTANT AGREEMENT This Consultant Agreement is effective as of August 3, 2001, by and between SHARECOM, INC., ("SHARECOM"), and WILLIAM SOMMERS, ("Consultant"). Recitals WHEREAS, Consultant has been a director of Anonymous Data Corporation prior to the merger with Anonymous Data Corporation working with SHARECOM during the process of SHARECOM'S merger with Anonymous Data Corporation in reference to corporate issues, without a written Consultant Agreement up to the date of this Agreement. Consultant and SHARECOM have agreed that SHARECOM requires the knowledge and expertise of Consultant in reference to Consultant's understanding of the prior public company and filings of SHARECOM. WHEREAS, SHARECOM desires assurance of the continued association and services of Consultant in order to retain his experience, skills, abilities, background, and knowledge, his status as a board member of SHARECOM, and is therefore willing to engage his services on the terms and conditions set forth below. WHEREAS, Consultant desires to continue consulting for SHARECOM and is willing to do so on those terms and conditions set forth herein. NOW THEREFORE, in consideration of the above recitals and the mutual promises and conditions in this Agreement, and other good and valuable considerations, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. CONSULTANT. SHARECOM shall contract with Consultant in such capacity or capacities SHARECOM 's Board of Directors may from time to time prescribe. 2. CONSULTANT'S DUTIES. 2.1. Duties at SHARECOM : Consultant shall assist SHARECOM in the various activities related to public company compliance. Consultant's duties in reference to this analysis shall include, but not be limited to the following: 2.1.1 Assisting SHARECOM with compliance issues with the Securities and Exchange Commission; 2.1.2 Assisting SHARECOM with compliance with NASD; and 2.1.3 Providing some leadership of the new board of directors of SHARECOM. 3. DEVOTION OF TIME. During the period of his agreement hereunder, and except for illness, reasonable vacation periods and reasonable leaves of absence. Consultant shall devote such of his business time, interest attention, and effort to the faithful performance of his duties hereunder, as may be reasonably necessary to the accomplishment and fulfillment of those duties. 4. NON COMPETITION DURING TERM OF CONSULTANT. During the agreement term, Consultant shall not, directly or indirectly, whether as a partner, employee, creditor, shareholder, or otherwise, promote, participate, or engage in any activity or other business directly competitive with SHARECOM 's business. 5. TERM OF AGREEMENT. Subject to earlier termination as provided in this Agreement, Consultant shall be employed for a term beginning August 1, 2001, and ending August 1, 2002. 6. LOCATION OF CONSULTANT. Unless the parties agree otherwise in writing, during the agreement term Consultant shall perform the services he is required to perform under this Agreement at Consultant's offices, located in Las Vegas, Nevada; provided, however, that SHARECOM may from time to time require Consultant to travel temporarily to other locations on SHARECOM 's business. 7. COMPENSATION. SHARECOM shall pay compensation to Consultant in the following amounts and on the following terms: 7.1 Payment. As consideration and inducement for Consultant to become employed by SHARECOM and his position as a director, SHARECOM shall pay Consultant a one time payment of 20,000 shares of SHARECOM priced at the bid price per share today ($0.25), S-8 stock, which sum shall be payable upon execution of this Agreement by both parties. 8. TERMINATION BY SHARECOM . SHARECOM may terminate this Agreement at any time, if termination is "For Cause", as hereinafter defined. "For Cause" shall mean SHARECOM 's termination of Consultant due to an adjudication of Consultant's fraud, theft, dishonesty to SHARECOM regarding Consultant's duties or material breach of this Agreement, if Consultant fails to cure such breach within ninety (90) days after written notice is given by the Board of Directors to Consultant and Consultant fails with ninety (90) days of such notification to commence such cure and thereafter diligently prosecute such cure to completion. 9. TERMINATION BY CONSULTANT. Consultant may terminate this Agreement by giving SHARECOM thirty (30) days prior written notice of resignation. 10. TRADE SECRETS AND CONFIDENTIAL INFORMATION: 10.1 Nondisclosure. Without the prior written consent of SHARECOM , Consultant shall not, at any time, either during or after the term of this Agreement, directly or indirectly, divulge or disclose to any person, firm, association, or corporation, or use for Consultant's own benefit, gain, or otherwise, any customer lists, plans, products, data, results of tests and data, or any other trade secrets or confidential materials or like information (collectively referred to as the "Confidential Information") of SHARECOM and/or its Affiliates, as hereinafter defined, it being the intent of SHARECOM , with which intent Consultant hereby agrees, to restrict Consultant from disseminating or using any like information that is unpublished or not readily available to the general public. 10.1.1 Definition of Affiliate. For purposes of this Agreement, the term "Affiliate" shall mean any entity, individual, firm, or corporation, directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with SHARECOM . 10.1.2 Consultant's Work Product. Consultant's work product during the course of his employ by SHARECOM shall remain the property of SHARECOM 10.2 Return of Property. Upon the termination of this Agreement, Consultant shall deliver to SHARECOM all lists, books, records, data, and other information (including all copies thereof in whatever form or media) of every kind relating to or connected with SHARECOM or its Affiliates and their activities, business and customers, which information or material was initially acquired by SHARECOM . Consultant shall be allowed to retain any and all information on products, lists, books, records, data, or other information initially produced by Consultant and provided to SHARECOM . 10.3 Notice of Compelled Disclosure. If, at any time, Consultant becomes legally compelled (by deposition, interrogatory, request for documents, subpoena, civil investigative demand, or similar process or otherwise) to disclose any of the Confidential Information, Consultant shall provide SHARECOM with prompt, prior written notice of such requirement so that SHARECOM may seek a protective order or other appropriate remedy and/or waive compliance with the terms of this Agreement. In the event that such protective order or other remedy is not obtained, that SHARECOM waives compliance with the provisions hereof, Consultant agrees to furnish only that portion of the Confidential Information which Consultant is advised by written opinion of counsel is legally required and exercise Consultant's best efforts to obtain assurance that confidential treatment will be accorded such Confidential Information. In any event, Consultant shall not oppose action by SHARECOM to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information. 10.4 Assurance of Compliance. Consultant agrees to represent to SHARECOM, in writing, at any time that SHARECOM so request, that Consultant has complied with the provisions of this section, or any other section of this Agreement. 11. MISCELLANEOUS: 11.1 Authority to Execute. The parties herein represent that they have the authority to execute this Agreement. 11.2 Severability. If any term, provision, covenant, or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the rest of this Agreement shall remain in full force and effect. 11.3 Successors. This Agreement shall be binding on and inure to the benefit of the respective successors, assigns, and personal representatives of the parties, except to the extent of any contrary provision in this Agreement. 11.4 Assignment. This Agreement may not be assigned by either party without the written consent of the other party. 11.5 Singular, Plural and Gender Interpretation. Whenever used herein, the singular number shall include the plural, and the plural number shall include the singular. Also, as used herein, the masculine, feminine or neuter gender shall each include the others whenever the context so indicates. 11.6 Captions. The subject headings of the paragraphs of this Agreement are included for purposes of convenience only, and shall not effect the construction or interpretation of any of its provisions. 11.7 Entire Agreement. This Agreement contains the entire agreement of the parties relating to the rights granted and the obligations assumed in this instrument and supersedes any oral or prior written agreements between the parties. Any oral representations or modifications concerning this instrument shall be of no force or effect unless contained in a subsequent written modification signed by the party to be charged. 11.8 Arbitration. Any controversy or claim arising out of, or relating to, this Agreement, or the making, performance, or interpretation thereof, shall be submitted to a panel of three (3) arbitrators. The arbitration shall comply with and be governed by the provisions of the American Arbitration Association. The panel of arbitrators shall be composed of two (2) members chosen by Consultant and SHARECOM respectively and one (1) member chosen by the arbitrators previously selected. The findings of such arbitrators shall be conclusive and binding on the parties hereto. The cost of arbitration shall be borne by the losing party or in such proportions as the arbitrator shall conclusively decide. 11.9 No Waiver. No failure by either Consultant or SHARECOM to insist upon the strict performance by the other of any covenant, agreement, term or condition of this Agreement or to exercise the right or remedy consequent upon a breach thereof shall constitute a waiver of any such breach or of any such covenant, agreement, term or condition. No waiver of any breach shall affect or alter this Agreement, but each and every covenant, condition, agreement and term of this Agreement shall continue in full force and effect with respect to any other then existing or subsequent breach. 11.10 Time of the Essence. Time is of the essence of this Agreement, and each provision hereof. 11.11 Counterparts. The parties may execute this Agreement in two (2) or more counterparts, which shall, in the aggregate, be signed by both parties, and each counterpart shall be deemed an original instrument as to each party who has signed by it. 11.12 Attorney's Fees and Costs. In the event that suit be brought hereon, or an attorney be employed or expenses be incurred to compel performance the parties agree that the prevailing party therein be entitled to reasonable attorney's fees. 11.13 Governing Law. The formation, construction, and performance of this Agreement shall be construed in accordance with the laws of Nevada. 11.14 Notice. Any notice, request, demand or other communication required or permitted hereunder or required by law shall be in writing and shall be effective upon delivery of the same in person to the intended addressee, or upon deposit of the same with an overnight courier service (such as Federal Express) for delivery to the intended addressee at its address shown herein, or upon deposit of the same in the United States mail, postage prepaid, certified or registered mail, return receipt requested, sent to the intended addressee at its address shown herein. The address of any party to this Agreement may be changed by written notice of such other address given in accordance herewith and actually received by the other parties at least ten (10) days in advance of the date upon which such change of address shall be effective. IN WITNESS WHEREOF, the parties have entered into this Agreement on the date first above written. Consultant: /s/ William Somers DATE:__________________ __________________________ WILLIAM SOMERS SHARECOM, Inc. /s/ Brad Nordling DATE:__________________ By:___________________________ -----END PRIVACY-ENHANCED MESSAGE-----