**EXHIBIT 10.2**

 

CONSULTING AGREEMENT

 

BetweenGenevaEquities, LtdAndL’Air Holding, Inc.(Formerly, Superior Networks, Inc.)

 

This Consulting Agreement (the “Agreement”) is entered into as ofJanuary, 2003, by and between Geneva Equities, Ltd, a Nevada Company, (theConsultant), and L’Air Holding, Inc, (Formerly, Superior Networks, Inc)(“Company”).

 

WHEREAS, Company desires to acquire or merge with other businesses,enter into investment banking relationships and enhance shareholder valuethrough the sale or restructuring of its business, recapitalizations,reorganizations and placement of common stock, preferred stock, and/or debtinstruments (the “Company Objectives”). The goal of L.Air is to grow itsbusiness through the acquisition of other Companies in the Air Line Industry,and other related industries.

 

WHEREAS, Company recognizes that Consultant can contribute to funding,analyzing, structuring, negotiating and financing business sales and/oracquisitions, joint ventures, alliances and other desirable projects, whichcontribution is of great value to Company and its shareholders;

 

WHEREAS, Company believes it to be important both to the futureprosperity of Company Objectives and to Company’ s general interest to retainConsultant as non exclusive Consultant to Company and have Consultant availableto Company for consulting services in the manner and subject to the terms,covenants, and conditions set forth herein;

 

WHEREAS, in order to accomplish the foregoing, Company and Consultantsdesire to enter into this Agreement, effective as of the date of executionhereof, and to provide certain assurances as set forth herein.

 

WHEREAS, in order to accomplish theforegoing, Consultant and Company have entered into this Consulting Agreement.

 

NOW THEREFORE, in view of the foregoing andin consideration of the promises and mutual representations, warranties,covenants and promises contained herein and other good and valuableconsideration,

 

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the receipt and sufficiency ofwhich are hereby acknowledged, the parties hereto, intending to be legallybound hereby, agree as follows:

 

1.             Retention.  Company hereby retains Consultant during theConsulting Period (as defined in Section 2 below), and Consultant hereby agreesto be so retained by Company, all subject to the terms and provisions of thisAgreement.

 

2.             ConsultingPeriod.  The Consulting Period shallcommence on January 15, 2003 and terminate no earlier than May 15, 2004.  After May 15, 2004, either party mayterminate this agreement upon at least 30 days written notice.

 

3.             Duties ofConsultants.  During the ConsultingPeriod, Consultant shall use its reasonable and best efforts to perform thoseactions and responsibilities necessary to: (i) identify, analyze, structureand/or negotiate business sales and/or acquisitions, including withoutlimitation, merger agreements, stock purchase agreements, and any agreementsrelating to financing and/or the placement of debt or equity securities ofCompany, (ii) assist Company in its corporate strategies, (iii) assist Companyin the implementation of its business plan, (iv)assist in raising andgenerating financing to acquire other Air Carriers , as may be in the bestinterest of L.Air (the “Services”),(v)to increase market capitalization throughprograms designed to expand investor awareness.

Based upon the best efforts of the Consultants to increase marketcapitalization, and shareholder awareness, Company shall provide all necessaryfinancing required in order to purchase businesses targeted by Company,including cash or freely tradable or restricted securities.  Such securities may include freely tradableCommon Stock, restricted Common Stock, and preferred stock in Company, debt,convertible debt or any other security. Consultants shall render such Services diligently and to the best of itsability.

 

In order to facilitate the goals of L.Air, Consultant shall develop andimplement a public relations program developing investor relations through theuse of multi media technology, with the goal of enhancing shareholder awarenessof L.Air, as follows:

 

•                                          MarketingMedia Preparation and Electronic Distribution. Syndicating the Market via theInternet, faxing, and direct mail.

 

Preparation ofa detailed investment research report, profiles and other marketing material.This information will be distributed immediately through an electronic platformto a large database of users.  Thisincludes databases of several

 

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affiliates ofconsultants, which shall utilize the Internet, Faxing and direct mail to accessa broad, yet targeted audience.

 

Preparation ofa schedule of press releases that will be released via a worldwide BusinessWire account L.Air will set up. These will be released as warranted by thefacts, with each press release drawing a conclusion of what the event means toL.Air’s revenue stream, profits and earnings per share and over what timeframe. Each press release will be distributed over an electronic platform, withlinks to additional information sites.

 

WebsiteConsultation – to further develop L.Air’s presence and increase the amount ofrelevant and easily accessible information available.

 

•              ControlledBuying – Using various market maker, consultants shall manage the sale of stockby opening client accounts with broker dealers for large shareholder(s){minimum 250,000 shares}. Consultants shall arrange for buying over the first30 - to- 60 days after initial electronic program has been launched to helpachieve valuation goals.  This will comein the form of purchases from retail brokers and small hedge funds.

 

•              AffiliatedBuying – To actively solicit buying from agents and affiliates, includingin-place network of new investors obtained during the initial stages of thecampaign, and from retail stockbrokers and sales traders at regional brokeragehouses.  The firms will retail the stockto their customers in exchange for exposure to network of buyers and companies,which is designed to generate thousands of leads each week.

 

•              FinalPhase – Renewed electronic and other Internet marketing in conjunction withInstitutional Money Manger direct investment and market support.  During this phase, in order to achievetarget stock price, consultants assist in presenting L.Air to several targetedpension fund managers to invest either through open market purchases, or viaprivate transactions.  Amounts investedand the time frame for presenting L.Air to a pension fund or large investor canvary depending upon the valuation in the market and other fundamentalconsiderations affecting L.Air’s stock price.

 

4.             Other Activities ofConsultants.  Company recognizes thatConsultants shall perform only those services that are reasonably required toaccomplish the goals and objectives set forth herein, and that Consultantsshall provide services to other businesses and entities other thanCompany.  Consultants shall be free todirectly or indirectly own, manage, operate, join, purchase, organize or takepreparatory steps for the organization of, build, control, finance, acquire,lease or invest or participate in the ownership, management, operation, controlor financing of, or be connected as an officer,

 

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director, employee, partner,principal, manager, agent, representative, associate, Consultants, investor,advisor or otherwise with (collectively, be “Affiliated” with), any business orenterprise, or permit its name or any part thereof to be used in connectionwith any business or enterprise, engaged in any business, including but notlimited to, any business that is the same as, substantially similar to orotherwise competitive with, adverse to, affiliated with, or otherwise relatedto Company.  Consultants may beaffiliated with any entity, which may provide services to Company.  Company hereby waives any conflict ofinterest that may arise from a relationship between Consultants and any entity,which Consultants are affiliated with. This Agreement may be assigned by Consultants to an entity designated byConsultants, whether Affiliated or not Affiliated with Consultants, andwherever located.

 

5.             Compensation.  In consideration for Consultants enteringinto this Agreement, Company shall compensate Consultants as follows:

 

Fees and Commissions:

 

a.               Geneva shall assume theresponsibility of providing the PR and IR programs, on a sustained basis, asmay be in the best interest of L.Air, and with the full knowledge, consent andparticipation of L.Air. Consultants shall use their best efforts to generate noless than $2 MILLION on behalf of L.Air, which funds shall be used foroperations and acquisitions.

 

Company shall issue 3 million free tradingshares as   follows:

i.                                          2 million free trading shares asfollows:

a. Company shall cause to be issued 8certificates in the amount of 250,000 shares each, which shares shall be heldin trust at Research Capital, to be distributed in conformity with the termsand conditions contained in this agreement.

 

b.              Company shall cause to be depositedinto a designated account at Research Capital, the first certificate in theamount of 250,000 shares, which shares may be sold in advance in order to paythe out of pocket expenses associated with the I/R, P/R program which is thesubject of this agreement.

c.               The balance of the shares shall bedeposited into the designated account of the Consultant at research Capital asthe share price reaches the following milestones:

a.             250,000shares to be released to Consultant when the closing bid price is .30 per share;

b.             500,000shares at .50 per share;

c.             500,000shares at .70 per share;

d.             500,000shares at $1.00 per share.

 

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ii. 250,000 free trading shares per month,issued in the name of Geneva Equities, and delivered to the address hereon,which shares shall be due on or before the 15th day of each monthfor four (4) consecutive months, commencing 30 days from execution hereon.

 

Expenses.

 

a.               With the exception of PR/IRservices, which consultants shall pay, as referenced above, Company shall payall out of pocket expenses reasonably incurred during the Consulting Period byConsultant for business purposes related to or in furtherance of the goals andobjectives of Company and/or the provision of the Services (collectively,“Company Purposes”), including, without limitation, expenses incurred withrespect to Consultant travel (including travel for flights of less than threehours and business class travel for flights of three hours or more or outsidethe continental United States), meals and entertainment and other customary andreasonable expenses for Company Purposes. Company shall pay such expenses directly, or, upon submission of bills,receipts and/or vouchers by Consultant, by direct reimbursement to Consultant.Consultants shall seek approval of Company prior to incurring such expenses.

b.              Consultant shall pay for all IR andPR programs set up and established by Consultant, and Company shall have noobligation or liability thereon.

 

Warrants.

 

a.               Company shall issue to Consultantsor its designees, warrants to purchase three Million (3,000,000) shares ofCommon Stock (the “Warrants”), with exercise prices equal to (a) as to onemillion two hundred thousand (1,200,000) warrants, at $.20, (b) as to onemillion three hundred thousand warrants (1,300,000), at $.25, (c) as to fivehundred thousand (500,000) warrants, at $.50, and which may be exercised byConsultants at any time through the payment of (i) cash, (ii) a promissory notebearing interest at six percent (6%) per annum, or (iii) by tendering shares ofCommon Stock equal to the aggregate exercise price divided by the last closingprice of the Common Stock as reported on such exchange or market as such CommonStock is then traded on the date of exercise, in each case at Consultant’soption.  Such Warrants as are exercisedshall vest immediately if paid in cash or Common Stock, and on a pro rata basisin accordance with receipt of cash or Common Stock in the event Warrant isexercised with a promissory note.  Companyshall, at

 

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its soleexpense, cause the Common Stock underlying the Warrants to be registered withthe Securities and Exchange Commission upon demand, or upon the firstregistration of any of the Common Stock of Company after the date of thisAgreement if no such demand has yet been made. In the event Company issues or sells Common Stock or any other equitysecurities of Company after the date of this Agreement to any party other thanConsultants for cash consideration or non-cash consideration which has a fairvalue below the closing bid price as of the date prior to such issuance orsale, or issues options, warrants or other securities convertible into CommonStock with an exercise or conversion price less than the closing bid price asof the date prior to such issuance, the terms of the Warrants herein shall beadjusted so as to protect Consultants against any dilution of its interest inthe Common Stock underlying the Warrants. If at any time there shall be a capital reorganization of the CommonStock or merger of Company into another corporation, or the sale of all orsubstantially all of Company’ properties or assets, then, as a part of suchreorganization, merger or sale, lawful provision shall be made so thatConsultants shall thereafter be entitled to receive upon exercise of theWarrants, the number of shares of Common Stock, or securities of the successorcorporation resulting from such reorganization, merger or sale, to whichConsultant would have been entitled had the Warrants been exercised immediatelyprior to such reorganization, merger or sale.

 

Fees forAcquisition Opportunities.

 

a.               Company shall pay to Geneva a feeequal to ten percent (10%) of the total aggregate consideration paid for anyacquisition or sale by Company of any business, corporation or division (a“Target”), including, but not limited to, acquisitions by stock purchaseagreement, merger agreement, plan of reorganization or asset purchaseagreement, in which Consultant participates through the raising of the equitycapital required for such transaction. Said fee shall be due upon closing ofthe transaction. The form of payment of the fee shall mirror the transaction.Specifically, if the form of the transaction is 50% cash, and 50% stock, thefee shall be paid, 50% cash, and 50% stock.

b.              In addition, in all transactions inwhich Consultants are involved, Consultants shall also be entitled to afinancing fee equal to ten percent (10%) of any private or public placement ofdebt or equity securities of Company, including without limitation, promissorynotes, debentures, convertible debt, common stock or preferred stock, or anyother securities owned

 

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by Company,including without limitation securities of other corporations.

 

Third PartyCommissions.

 

a.               Consultantsand/or its Affiliates shall be entitled to share in any fees or commissionspayable by third parties on any transaction contemplated herein, including, butnot limited to, any fees payable to Consultants by a third party lender,financing partner, or other party, or a seller of a corporation or business,including, without limitation, investment banking fees or commissions, businessbrokerage fees or commissions, finders fees, or any other fee payable by athird party to Consultants for any reason including the identification ofCompany as a potential purchaser or seller of such corporation or business (a“Transaction Commission”).  Companyhereby waives any conflict of interest that may arise due to any transactionwherein Consultants receives such a Transaction Commission, including, but notlimited to, any conflict of interest which may arise as a result of the dualrepresentation by Consultants of the seller or purchaser of a corporation orbusiness on the one hand, and Company on the other.

 

6.             Termination.

 

a.               Company may terminate this Agreementwith thirty (30) days written notice, as follows:  i. If Consultants are unable to provide the consulting services byreason of dissolution, filing for protection under federal bankruptcy laws, orany bankruptcy petition or petition for received is commenced by a third partagainst Consultants, any of the foregoing of which remains undismissed for aperiod of sixty (60) days. ii. Change in control of Consultants resulting froma merger, acquisition or such other change wherein more than fifty percent(50%) of the Consultant’s equity is exchanged, sold, or transferred to anotherparty.  iii. Breach or default of anymaterial obligation of Consultants, which breach or default is not cured withinfive (5) days of written notice from Company. iv. If the Consultants are notable to raise the equity capital required to grow L.Air as set forth herein, orif the IR/PR campaign developed by Consultants is not effective in achievingthe stated goals.

 

7.             Notice.

 

a.     Anynotice required, permitted or desired to be given pursuant to any of theprovisions of this Agreement shall be deemed

 

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to have beensufficiently given or served for all purposes if delivered in person or sent bycertified mail, return receipt requested, postage and fees prepaid, or bynational overnight delivery prepaid service to the parties at their addressesset forth below.  Any party hereto mayat any time and from time to time hereafter change the address to which noticeshall be sent hereunder by notice to the other party given under thisparagraph.  The date of the giving ofany notice sent by mail shall be the day two days after the posting of themail, except that notice of an address change shall be deemed given whenreceived.  The addresses of the partiesare as follows:

 

TOCONSULTANTS:

 

Geneva Equities, Ltd

3200 Airport   Suite 20

Santa Monica, California 90405

Attn: President

Telephone: (310) 636-9224

Facsimile: (310) 636-4405

 

TO COMPANY:

 

Superior Networks, Inc.

130 King St. West

Suite 3670

Toronto, Ontario   M5X 1B1

 

8.             Waiver.

 

a.     Nocourse of dealing nor any delay on the part of either party in exercising anyrights hereunder will operate as a waiver of any rights of such party.  No waiver of any default or breach of thisAgreement or application of any term, covenant or provision hereof shall bedeemed a continuing waiver or a waiver of any other breach or default or thewaiver of any other application of any term, covenant or provision.  Definition of “Reasonable and BestEfforts.”  Reasonable and best effortsshall not include the payment of any non-reimbursable out-of-pocket costs orother payments by Consultants. Consultants shall not guarantee, make any representation concerning(which representation would survive the closing of any escrow or othertransaction) or warrant (i) the condition, performance, value, or profitabilityof any business purchased, sold by, or otherwise considered for purchase byCompany; (ii) the validity or authorization of any capital stock purchased,sold by, or otherwise considered for purchase by Company; (iii) the marketvalue of any capital stock, business or assets purchased, sold by, or otherwiseconsidered for purchase by

 

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Company; (iv)the ability to finance, refinance or otherwise mortgage or encumber anybusiness or corporation purchased, sold by, or otherwise considered forpurchase by Company; or (vi) that Consultants will find or present any businessor corporation which Company will consider, approve or ultimately purchase orbe able to purchase; or (7) the covenants, representations or warrantiesof any party to any stock purchase, asset purchase, merger or other agreemententered into by Company with any third party.

 

9.             Successors; BindingAgreements.

 

a.               Prior to the effectiveness of anysuccession (whether direct or indirect, by purchase, merger, consolidation orotherwise) to all or substantially all of the business and/or assets ofCompany, Company will require the successor to expressly assume and agree toperform this Agreement in the same manner and to the same extent that Companywould be required to perform it if no such succession had occurred.  As used in this Agreement, “company”@ shallmean Company as defined above and any successor to its business and/or assetswhich executes and delivers the Agreement provided for in this Section 11 orwhich otherwise becomes bound by all the terms and provisions of this Agreementby operation of law or otherwise.

 

10.           Survival of Terms.

 

b.              Notwithstanding the termination ofthis Agreement for whatever reason, the provisions hereof shall survive suchtermination, unless the context requires otherwise.

c.               Notice of No Conflict.  Company agrees that Regis Possino is thePresident and owner of Geneva Equities, Ltd, and that he shall be appointed asa member of the Board of Directors of Company. Company, recognizes no conflictby and between Company, and Consultant from actions arising from orcontemplated by this Agreement.

 

11.           Counterparts.

 

a.               This Agreement may be executed intwo or more counterparts, each of which shall be deemed to be an original, butall of which together shall constitute one and the same instrument.  Any signature by facsimile shall be validand binding as if an original signature were delivered.

 

12.           Captions

 

a.               The caption headings in thisAgreement are for convenience of reference only and are not intended and shallnot be construed as having any substantive effect.

 

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13.           Governing Law.

 

a.               This Agreement shall be governed,interpreted and construed in accordance with the laws of the state ofCalifornia applicable to agreements entered into and to be performed entirelytherein.  Any suit, action or proceedingwith respect to this Agreement shall be brought exclusively in the state courtsof the state of California or in the federal courts of the United States, whichare located in Los Angeles, California. The parties hereto hereby agree to submit to the jurisdiction and venueof such courts for the purposes hereof. Each party agrees that, to the extent permitted by law, the losing partyin a suit, action or proceeding in connection herewith shall pay the prevailingparty its reasonable attorneys fees incurred in connection therewith.

 

14.           EntireAgreement/Modifications.

 

a.               This Agreement constitutes theentire agreement between the parties and supersedes all prior understandingsand agreements, whether oral or written, regarding Consultants retention byCompany, including, but not limited to, any prior agreement, or any agreementsrelated thereto; provided, however, that all fees previously earned or paid toConsultants under the Prior Agreement shall be deemed earned, and shall be inaddition to any fees payable hereunder. This Agreement shall not be altered or modified except in writing, dulyexecuted by the parties hereto.

 

15.           Warranty.

 

a.               Company and Consultant each herebywarrants and agrees that each is free to enter into this Agreement, that theparties signing below are duly authorized and directed to execute thisagreement, and that this Agreement is a valid, binding and enforceable againstthe parties hereto.

 

16.           Severability.

 

a.               If any term, covenant or provision,or any part thereof, is found by any court of competent jurisdiction to beinvalid, illegal or unenforceable in any respect, the same shall not affect theremainder of such term, covenant or provision, any other terms, covenants orprovisions or any subsequent application of such term, covenant or provisionwhich shall be given the maximum effect possible without regard to the invalid,illegal or unenforceable term, covenant or provision, or portion thereof.  In lieu of any such invalid, illegal orunenforceable provision, the parties hereto intend that there shall be added

 

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as part ofthis Agreement a term, covenant or provision as similar in terms to suchinvalid, illegal or unenforceable term, covenant of provision, or part thereof,as may be possible and be valid, legal and enforceable.

 

IN WITNESS HEREOF, the parties hereto have duly executed and deliveredthis Agreement as of the day and year first above written.

 
| CONSULTANTS:             |                  |
|--------------------------|-----------------------|
|                     |                  |
| Geneva Equities, Ltd     |                  |
|                     |                  |
| By:                      | /s/ Regis Possino     |   |   |
| Regis Possino, President |                  |
|                     |                  |
|                     |                  |
| Company:                 |                  |
|                     |                  |
| L’Air Holding, Inc. |                  |
|                     |                  |
| By:                      | /s/ Philippe Solomon  |   |   |
|                     | Philippe Solomon, CEO |   |
|                          |                       |  |  |  |  |  |

 

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