Liquor Com Inc – ‘SB-2/A’ on 6/26/00 – EX-10.5

On:  Monday, 6/26/00, at 10:14am ET   ·   Accession #:  912057-0-29639   ·   File #:  333-34730

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Pre-Effective Amendment to Registration of Securities by a Small-Business Issuer   —   Form SB-2
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SB-2/A      Pre-Effective Amendment to Registration of            92    446K 
                          Securities by a Small-Business Issuer                  
 2: EX-1.1      Underwriting Agreement                                37    177K 
 3: EX-1.2      Underwriting Agreement                                33     85K 
 4: EX-4.1      Instrument Defining the Rights of Security Holders     2     21K 
 5: EX-4.2      Instrument Defining the Rights of Security Holders    34     89K 
 6: EX-4.3      Instrument Defining the Rights of Security Holders     5±    24K 
 7: EX-5        Opinion re: Legality                                   2     12K 
 8: EX-10.1     Material Contract                                      4     22K 
15: EX-10.10    Material Contract                                     16     60K 
16: EX-10.11    Material Contract                                     12     40K 
17: EX-10.12    Material Contract                                      7     34K 
18: EX-10.15    Material Contract                                      9     43K 
19: EX-10.17    Material Contract                                      3     17K 
20: EX-10.18    Material Contract                                      6     31K 
21: EX-10.19    Material Contract                                     11     56K 
 9: EX-10.2     Material Contract                                      6     36K 
10: EX-10.4     Material Contract                                      4     19K 
11: EX-10.5     Material Contract                                      2     16K 
12: EX-10.6     Material Contract                                      3     15K 
13: EX-10.7     Material Contract                                     26    106K 
14: EX-10.9     Material Contract                                      4±    19K 
22: EX-23.1     Consent of Experts or Counsel                          1      8K 
23: EX-27       Financial Data Schedule (Pre-XBRL)                     2     12K 
24: EX-27.1     Financial Data Schedule (Pre-XBRL)                     2     13K 

EX-10.5   —   Material Contract

EX-10.5
1st Page of 2
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
                                                                  Exhibit 10.5

CONSULTING AGREEMENT          
e-Consulting, Inc., Jonathan McDermott, President       

  This CONSULTING AGREEMENT has been entered into on this day, December 7,
1999, between e-Consulting, Inc., Jonathan McDermott, President (hereinafter    
the "Consultant") and Liquor.com/Liquor-By-Wire, Inc., (hereinafter the         
"Company"). The Company has agreed that the Company shall utilize the           
services of the Consultant on the following terms and conditions:               

1. TERM OF CONSULTING: The Consultant's consulting agreement with the 
Company shall begin on January 1, 2000, and, unless extended by written         
agreement, shall end six months from January 1, 2000 or upon the date of the    
Initial Public Offering of the Company.                                         

2. COMPENSATION: The Consultant will be paid monthly consulting       
compensation of ten thousand dollars ($10,000.00) per month, which shall be     
paid in equal installments of five thousand dollars ($5,000.00) twice per       
month on the 1st and 15th day of each month. Consultant's compensation is       
contingent upon, and will be paid out of, bridge financing funds at the         
discretion of Company.                                                          

3. REIMBURSEMENT: It is anticipated that the Consultant may incur     
expenses in the course of advancing the Company's business. In that event,      
the Consultant shall be reimbursed for all reasonable expenses he or she may    
have incurred upon the presentation to the Company of an itemized expense       
report in a form to be supplied by the Company with receipts for all such       
expenses above the amount of twenty dollars ($20.00) attached thereto.          

4. DUTIES OF CONSULTANT: The Consultant is being engaged to serve and 
assist the Company in business development, financial consulting, investment    
banking consulting, as well as any assignments deemed appropriate by the        
Company. The Consultant will, throughout the course of his assignment, not      
engage in consulting projects or activities competitive to the interests of     
the Company.                                                                    

5. INDEPENDENT CONTRACTOR STATUS: The Consultant will provide his     
services as an independent contractor to the Company, and the Consultant is     
not an employee of the Company.                                                 

6. NO BENEFITS: As a Consultant to the Company the Consultant is not  
(a) entitled to take part in any medical, insurance, retirement or other        
fringe benefit program offered by the Company, or (b) subject to or entitled    
to benefits or requirements set out in the Company's Personnel Handbook or in   
any employee rules or regulations promulgated by the Corporation.               

7. FEDERAL, STATE, LOCAL TAXES AND FICA: The Consultant will be       
responsible for paying and withholding all federal, state, local and FICA       
withholding taxes on any compensation Consultant may pay to individuals         
Consultant may hire to assist Consultant in performing his obligations under    
this agreement. Similarly, Consultant shall be responsible for paying all       
federal, state, local and FICA withholding                                      

EX-10.5
Last Page of 2
TOC
1st
Previous
Next
↓Bottom
Just 2nd
and income taxes that shall become due from Consultant based on payments made   
by the Company to Consultant under this Agreement. Consultant further agrees    
to indemnify the Corporation from any claim or assessment made against it by    
any (a) federal, state or local taxing agency based on payments made by the     
Company to Consultant under this Agreement, or (b) any employee, independent    
contractor or consultant serving Consultant for unpaid wages or other           
compensation.                                                                   

8. TERMINATION: The Company may terminate this Consultant Agreement at
any time for any reason without notice. In the event that the Company shall     
terminate this agreement with Consultant, the Company shall be liable for all   
compensation due to Consultant through the end of the Consulting Agreement or   
through the end of the extension period if this Consulting Agreement is         
extended.                                                                       

9. ORAL MODIFICATIONS: This Agreement contains the entire agreement   
between the Consultant and the Company and may be modified only by a written    
agreement signed by both parties to this Agreement.                             

10. INVALIDITY OR UNENFORCEABILITY: In the event that a court of      
competent jurisdiction shall determine that any provision of this Agreement     
is not enforceable in whole or in part for any reason, then this Agreement      
shall not be void, but instead shall be enforced to the extent that this        
Agreement and the challenged provision are deemed to be enforceable by the      
court, as if the Agreement had been originally executed in that form by the     
Company and the Consultant.                                                     

11. GOVERNING LAWS: The laws of the State of Illinois shall govern the
validity, interpretation, construction and enforcement of this Agreement.       

 In witness whereof, the parties have executed this Agreement on the 7th
Day of December, 1999.                                                          

Agreed and Accepted - "Company"           Agreed and Accepted - "Consultant"    
LIQUOR.COM/LIQUOR-BY-WIRE, INC.           E-CONSULTING, INC.                    

By: /s/ Steve Olsher                      By: /s/ Jonathan McDermott            
------------------------                  ----------------------------- 
Name: Steve Olsher                        Name: Jonathan McDermott              
Title: Vice President                     Title: President                      

Dates Referenced Herein

				Referenced-On Page
This ‘SB-2/A’ Filing		Date		First		Last			Other Filings
Filed on:		6/26/00							None on these Dates
		1/1/00		1
		12/7/99		1
									List all Filings