Autotradecenter Com Inc – IPO: ‘S-1’ on 5/17/99 – EX-10.10

As of:  Monday, 5/17/99   ·   Accession #:  949353-99-13   ·   File #:  333-78659

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Initial Public Offering (IPO):  Registration Statement (General Form)   —   Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1         Form S-1 Registration Statement                       55    283K 
 2: EX-2.1      Agreement and Plan of Reorganization                  12     47K 
 3: EX-3.(I)    Articles of Incorporation as Amended                   7     27K 
 4: EX-3.(II)   Bylaws                                                 8     36K 
 5: EX-4.1      Statement Re: Series A Preferred Stock                 2±    10K 
 6: EX-4.2      Statement Re: Series B Preferred Stock                 4     27K 
 7: EX-4.3      Warrant to Purchase Common Stock Issued to Anthony     5     33K 
 8: EX-5.1      Opinion Regarding Legality                             2     13K 
 9: EX-10.1     Stock Option Plan                                     13     57K 
17: EX-10.10    Consulting Agreement With Dennis E. Hecker             2     15K 
18: EX-10.11    Non-Qualified Stock Option Agreement                   3     16K 
10: EX-10.2     Evelyn Felice Loan Documents                           2     15K 
11: EX-10.3     Mark Moldenhauer Loan Documents                        8     33K 
12: EX-10.4     Pinnacle Financial Corporation Loan Documents          3     17K 
13: EX-10.5     Eastlane Trading Loan Documents                        2     14K 
14: EX-10.6     Norwest Loan Documents                                86    308K 
15: EX-10.7     Mike and Debbie Stuart Loan Documents                  1     11K 
16: EX-10.8     Purchase of Goodwill Agreement With Jbs, LLC           3     17K 
19: EX-21       Subsidiaries of the Registrant                         1      7K 
20: EX-23       Consent of Price Kong & Company, P.A.                  1      8K 
21: EX-27       Financial Data Schedule                                1     11K 

EX-10.10   —   Consulting Agreement With Dennis E. Hecker

EX-10.10
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CONSULTING AGREEMENT

      THIS  AGREEMENT  is made and  entered  into as of April 20,  1999,  by and
between AUTO NETWORK GROUP,  INC., an Arizona  corporation  (the  "Company") and
DENNIS E. HECKER (the "Consultant").                                            

W I T N E S S E T H:

      WHEREAS,  on this date,  the Company has acquired  all of the  outstanding
capital  stock of Walden  Remarketing  Services,  Inc., a Minnesota  corporation
("Walden"),  which was founded by Consultant  and for which  Consultant has been
the principal executive officer;                                                

      WHEREAS, Consultant has extensive knowledge of the business, employees and
customers  of Walden  Seller and will be  invaluable  in the  transition  of the
business  of  Walden  to the  Company  and in  maintaining  the  Company's  good
relations with Walden's customers; and                                          

      WHEREAS,  for their mutual benefit,  the Company and Consultant  desire to
set forth the terms and conditions of future consulting as provided herein,     

      NOW,  THEREFORE,  in  consideration  of  these  premises  and  the  mutual
covenants and promises set forth herein, the parties hereby agree as follows:   

      1. CONSULTING SERVICES.  During the three (3) years commencing on the date
hereof (the "Consulting Term"), the Company hereby retains Consultant to provide
consulting services under this Agreement and Consultant hereby agrees to provide
such  consulting  services  and to comply  with the other  covenants,  terms and
conditions of this Agreement. Consultant shall (a) use his reasonable efforts to
maintain  the  relationships  of the  customers  of Walden  with  Walden and the
Company,  and (b) consult  with the Company  concerning  and provide  such other
services in connection with the business of Walden as may be specified from time
to time by the Company's President or any Vice President. During such Consulting
Term, such consulting  services  requested of Consultant  shall not unreasonably
interfere with the other activities of Consultant.                              

      2. COMPENSATION. In consideration of the consulting services of Consultant
under  paragraph 1 above,  the Company  grants  Consultant an option to purchase
3,000,000  shares of the Company's  common stock at $3.00 per share on the terms
of the  non-qualified  stock option agreement  attached hereto as Exhibit A. The
Company agrees to cause the shares subject to said non-qualified stock option to
be  registered  on an  appropriate  registration  statement  and to maintain the
effectiveness of such registration statement so long as said non-qualified stock
option can be exercised..                                                       

3.    MISCELLANEOUS.                                                

            (a) VALIDITY.  Wherever  possible,  each provision of this Agreement
shall be interpreted so that it is valid under  applicable  law. In case any one
or more of the  provisions  of  this  Agreement  is to any  extent  found  to be
invalid,  illegal or  unenforceable  in any respect under  applicable  law, that
provision  shall  still be  effective  to the  extent it  remains  valid and the
validity,  legality and  enforceability  of the remaining  provisions  contained
herein shall not in any way be                                                  

17342/1                                                                         

EX-10.10
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affected or impaired thereby. If, moreover,  any one or more of the restrictions
contained in this Agreement is for any reason held  excessively  broad, it shall
be construed or re-written (blue-lined) so as to be enforceable to the extent of
the greatest protection to the Company compatible with applicable law.          

            (b)  APPLICABLE  LAW. This Agreement is entered into in the State of
Minnesota  and shall be  construed,  interpreted  and enforced  according to the
statutes,  rules of law and court  decisions  of said  State  without  regard to
conflict of laws principles.                                                    

            (c) AMENDMENTS.  This Agreement may be amended or superseded only by
an agreement in writing between the Company and Consultant.                     

            (d) ATTORNEYS' FEES. If any action at law or in equity, including an
action for declaratory relief, is brought to enforce or interpret the provisions
of this Agreement,  the prevailing party shall be entitled to recover reasonable
attorneys'  fees and all other costs and expenses of  litigation  from the other
party,  which amounts may be set by the court in the trial of such action or may
be enforced in a separate  action  brought for that  purpose,  and which amounts
shall be in addition to any other relief which may be awarded.                  

            (e)  ENTIRE  AGREEMENT.   This  Agreement   constitutes  the  entire
understanding  of the parties hereto and  supersedes  all prior  understandings,
whether  written or oral,  between the parties  with  respect to the  consulting
services  of  Consultant  with the  Company  or  Seller.  This  Agreement  shall
supersede  any and all  previously  existing  employment,  compensation,  bonus,
severance  or other terms  relating to the  employment  of  Consultant  with the
Company or Seller.                                                              

            (f) BINDING  EFFECT.  This Agreement shall be binding upon and inure
to the  benefit  of the  parties  hereto  and the  successors  and assign of the
Company and the estate of  Consultant.  In the event of the death of Consultant,
the Company shall pay any remaining  payments under  paragraph 2 to Consultant's
estate when the same are due to be paid to Consultant.                          

      IN WITNESS  WHEREOF,  the  undersigned  have caused this  Agreement  to be
executed as of the day and year first above written.                            

                AUTO NETWORK GROUP, INC.

               By  /S/MARK MOLDENHAUER
                                Mark Moldenhauer, Vice President

           /S/DENNIS E. HECKER
        Dennis E. Hecker

17342/1                                 2                                       

Dates Referenced Herein

				Referenced-On Page
This ‘S-1’ Filing		Date		First		Last			Other Filings
Filed on:		5/17/99							None on these Dates
		4/20/99		1
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