CONSUMER WATCHDOG GROUP ISSUES INVESTOR WARNING RE:
- From: "IndependentReporter" <independentreporter@xxxxxxxxx>
- Date: 28 Jul 2006 21:42:39 -0700
CONSUMER WATCHDOG GROUP ISSUES INVESTOR WARNING RE:
CO-CHAIRMAN & CEO OF TITAN GLOBAL ENTERTAINMENT, INC. JIM PUGH
The Justice Team Uncovers Pugh's Past Involvement in eConnect Fraud
Consumer Watchdog Group, The Justice Team, has issued an investors
warning regarding Titan Global Entertainment, Inc. (PINKSHEETS: TGLE)
and its CEO Jim Pugh. Most importantly the warning centers around
Pugh's past involvement with the "pump and dump" stock scandal of
Thomas Hughes and his company eConnect. This company was investigated
by the FBI and subsequently shutdown by the SEC, and Hughes is now
serving eight years in federal prison for his involvement. In a
document obtained by The Justice Team (see below), Pugh actively
accepted 500,000 shares from Hughes for a product called eCashpad.
Titan Global Entertainment, Inc. is a multi-faceted entertainment
company that specializes in audio and video digital distribution
through its state of the art web portal -- TitanTunes.com, the design,
production and sale of four multi-media players (The Omni), traditional
record production and marketing through Universal Music Group
distribution, television, publishing and artist management. Titan is
dedicated to supplying new emerging technologies for music to talented
artists of various backgrounds on the worldwide web.
www.titan-entertainment.net
###
EDITORS NOTE: The following is a public document obtained through the
SEC.
EX-4.2 Consulting Services Agreement
CONSULTING SERVICES AGREEMENT
This Consulting Services Agreement ("Agreement"), dated September 12,
2000, is made by and between Jim Pugh, an individual ("Consultant"),
whose address is 2425 East Camelback Road, Phoenix, Arizona 85016, and
eConnect, a Nevada corporation ("Client"), having its principal place
of business at 2500 Via
Cabrillo Marina, Suite 112, San Pedro, California 90731.
WHEREAS, Consultant has knowledge and expertise in the area of set top
boxes with eCash Pad technology incorporated within and strategic
alliances with Sun Microsystems and Mitsui USA;
WHEREAS, Consultant desires to be engaged by Client to provide
information, evaluation and consulting services to the Client in his
areas of knowledge and expertise on the terms and subject to
the conditions set forth herein;
WHEREAS, Client is a publicly held corporation with its common stock
shares trading on the Over the Counter Bulletin Board under the ticker
symbol "ECNC," and desires to further develop its business and increase
it's common stock share's value by enhancing public awareness of the
business of the Client and its
image; and
WHEREAS, Client desires to engage Consultant to provide information,
evaluation and consulting services to the Client in his areas of
knowledge and expertise on the terms and subject to the conditions set
forth herein.
NOW, THEREFORE, in consideration for those services Consultant provides
to Client, the parties agree as follows:
1. Services of Consultant.
Consultant agrees to perform for the Client all services and consulting
related to targeting, contracting, and developing strategic alliances
for Client in regards to the inclusion of Client's technologies in
different eCommerce devices and the development of the smart card
aspect of the eCashPad as it relates to strategic alliances. As such,
Consultant will be providing bona fide services to the Client. The
services to be provided by Consultant will not be in connection with
the offer or sale of securities in a capital-raising transaction, and
will not directly or indirectly promote or maintain a market for the
Client's securities.
2. Consideration.
Client agrees to pay Consultant, as his fee and as consideration for
services provided, Five Hundred Thousand (500,000) shares of S-8 free
trading common stock in Client. Shares are due and payable immediately
upon the effectiveness of the Form S-8 Registration Statement with the
U.S. Securities and Exchange Commission and with any appropriate states
securities administrator.
3. Confidentiality.
Each party agrees that during the course of this Agreement, information
that is confidential or of a proprietary nature may be disclosed to the
other party, including, but not limited to, product and business plans,
software, technical processes and formulas, source codes, product
designs, sales, costs and other unpublished financial information,
advertising revenues, usage rates, advertising relationships,
projections, and marketing data ("Confidential Information").
Confidential Information shall not include information that the
receiving party can demonstrate (a)
is, as of the time of its disclosure, or thereafter becomes part of the
public domain through a source other than the receiving party, (b) was
known to the receiving party as of the time of its disclosure, (c) is
independently developed by the receiving party, or (d) is subsequently
learned from a third party not under a confidentiality obligation to
the providing party.
4. Late Payment.
Client shall pay to Consultant all fees within fifteen (15) days of the
due date. Failure of Client to finally pay any fees within fifteen (15)
days after the applicable due date shall be deemed a material breach of
this Agreement, justifying suspension of the performance of the
"Services" provided by Consultant, will be sufficient cause for
immediate termination of this Agreement by Consultant. Any such
suspension will in no way relieve Client from payment of fees, and, in
the event of collection enforcement, Client shall be liable for any
costs associated with such collection, including, but not limited to,
legal costs, attorneys' fees, courts costs, and collection agency fees.
5. Indemnification.
(a) Client.
Client agrees to indemnify, defend, and shall hold harmless Consultant
and /or his agents, and to defend any action brought against said
parties with respect to any claim, demand, cause of action, debt or
liability, including reasonable attorneys' fees to the extent that such
action is based upon a claim that: (i) is true, (ii) would constitute a
breach of any of Client's representations, warranties, or agreements
hereunder, or (iii) arises out of the negligence or willful misconduct
of Client, or any Client Content to be provided by Client and does not
violate any rights of third parties, including, without limitation,
rights of publicity, privacy, patents, copyrights, trademarks, trade
secrets, and/or licenses.
(b) Consultant.
Consultant agrees to indemnify, defend, and shall hold harmless Client,
its directors, employees and agents, and defend any action brought
against same with respect to any claim, demand, cause of action, debt
or liability, including reasonable attorneys' fees, to the extent that
such an action arises out of the gross negligence or willful misconduct
of Consultant.
(c) Notice.
In claiming any indemnification hereunder, the indemnified party shall
promptly provide the indemnifying party with written notice of any
claim, which the indemnified party believes falls within the scope of
the foregoing paragraphs. The indemnified party may, at its expense,
assist in the defense if it so chooses, provided that the indemnifying
party shall control such defense, and all negotiations relative to the
settlement of any such claim. Any settlement intended to bind the
indemnified party shall not be final without the indemnified party's
written consent, which shall not be unreasonably withheld.
6. Limitation of Liability.
Consultant shall have no liability with respect to Consultant's
obligations under this Agreement or otherwise for consequential,
exemplary, special, incidental, or punitive damages even if Consultant
has been advised of the possibility of such damages. In any event, the
liability of Consultant to Client for any reason and upon any cause of
action, regardless of the form in which the legal or equitable action
may be brought, including, without limitation, any action in tort or
contract, shall not exceed ten percent (10%) of the fee paid by Client
to Consultant for the specific service provided that is in question.
7. Termination and Renewal.
(a) Term.
This Agreement shall become effective on the date appearing next to the
signatures below and terminate one (1) year thereafter. Unless
otherwise agreed upon in writing by Consultant and Client, this
Agreement shall not automatically be renewed beyond its Term.
(b) Termination.
Either party may terminate this Agreement on thirty (30) calendar days
written notice, or if prior to such action, the other party materially
breaches any of its representations, warranties or obligations under
this Agreement. Except as may be otherwise provided in this Agreement,
such breach by either party will result in the other party being
responsible to reimburse the non- defaulting party for all costs
incurred directly as a result of the breach of this Agreement, and
shall be subject to such damages as may be allowed by law including all
attorneys' fees
and costs of enforcing this Agreement.
(c) Termination and Payment.
Upon any termination or expiration of this Agreement, Client shall pay
all unpaid and outstanding fees through the effective date of
termination or expiration of this Agreement. And upon such termination,
Consultant shall provide and deliver to Client any and all outstanding
services due through the effective date of this Agreement.
8. Miscellaneous.
(a) Independent Contractor.
This Agreement establishes an "independent contractor" relationship
between Consultant and Client. (b) Rights Cumulative; Waivers. The
rights of each of the parties under this Agreement are cumulative. The
rights of each of the parties hereunder shall not be capable of being
waived or varied other than by an express waiver or variation in
writing. Any failure to exercise or any delay in exercising any of such
rights shall not operate as a waiver or variation of that or any other
such right. Any defective or partial exercise of any of such rights
shall not preclude any other or further exercise of that or any other
such right. No act or course of conduct or negotiation on the part of
any party shall in any way preclude such party from exercising any such
right or constitute a suspension or any variation of any
such right.
(c) Benefit; Successors Bound.
This Agreement and the terms, covenants, conditions, provisions,
obligations, undertakings, rights, and benefits hereof, shall be
binding upon, and shall inure to the benefit of, the undersigned
parties and their heirs, executors, administrators, representatives,
successors, and permitted assigns.
(d) Entire Agreement.
This Agreement contains the entire agreement between the parties with
respect to the subject matter hereof. There are no promises,
agreements, conditions, undertakings, understandings, warranties,
covenants or representations, oral or written, express or implied,
between them with respect to this Agreement or the matters described in
this Agreement, except as set forth in this Agreement. Any such
negotiations, promises, or understandings shall not be used to
interpret or constitute this Agreement.
(e) Assignment.
Neither this Agreement nor any other benefit to accrue hereunder shall
be assigned or transferred by either party, either in whole or in part,
without the written consent of the other party, and any purported
assignment in violation hereof shall be void.
(f) Amendment.
This Agreement may be amended only by an instrument in writing executed
by all the parties hereto.
(g) Severability.
Each part of this Agreement is intended to be severable. In the event
that any provision of this Agreement is found by any court or other
authority of competent jurisdiction to be illegal or unenforceable,
such provision shall be severed or modified to the extent necessary to
render it enforceable and as so severed or modified, this Agreement
shall continue in full force and effect.
(h) Section Headings.
The Section headings in this Agreement are for reference purposes only
and shall not affect in any way the meaning or interpretation of this
Agreement.
(i) Construction.
Unless the context otherwise requires, when used herein, the singular
shall be deemed to include the plural, the plural shall be deemed to
include each of the singular, and pronouns of one or no gender shall be
deemed to include the equivalent pronoun of the other or no gender.
(j) Further Assurances.
In addition to the instruments and documents to be made, executed and
delivered pursuant to this Agreement, the parties hereto agree to make,
execute and deliver or cause to be made, executed and delivered, to the
requesting party such other instruments and to take such other actions
as the requesting party may reasonably require to carry out the terms
of this Agreement and the transactions contemplated hereby.
(k) Notices.
Any notice which is required or desired under this Agreement shall be
given in writing and may be sent by personal delivery or by mail
(either a. United States mail, postage prepaid, or b. Federal Express
or similar generally recognized overnight carrier), addressed as
follows (subject to the right to designate a different address by
notice similarly given):
To Client:
Mr. Thomas S. Hughes
eConnect
2500 Via Cabrillo Marina, Suite 112
San Pedro, California 90731
To Consultant:
Jim Pugh
2425 East Camelback Road
Phoenix, Arizona 85016
(l) Governing Law.
This Agreement shall be governed by the interpreted in accordance with
the laws of the State of California without reference to its conflicts
of laws rules or principles. Each of the parties consents to the
exclusive jurisdiction of the federal courts of the State of California
in connection with any dispute arising under this Agreement and hereby
waives, to the maximum extent permitted by law, any objection,
including any objection based on forum non coveniens, to the bringing
of any such proceeding in such jurisdictions.
(m) Consents.
The person signing this Agreement on behalf of each party hereby
represents and warrants that he has the necessary power, consent and
authority to execute and deliver this Agreement on behalf of
such party.
(n) Survival of Provisions.
The provisions contained in paragraphs 3, 5, 6, and 8 of this Agreement
shall survive the termination of this Agreement.
(o) Execution in Counterparts.
This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original and all of which together shall
constitute one and the same agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and have agreed to and accepted the terms herein on the date
written above.
eConnect
By : /s/ Thomas S. Hughes
Thomas S. Hughes, President
.
- Prev by Date: Re: Limit Order Placed for SMDI
- Next by Date: Re: O.T. "Registry First Aid" *Defragment Registry*
- Previous by thread: Re: BOUGHT(more)..............MPET
- Next by thread: Want to make money??
- Index(es):
Relevant Pages
|