EXHIBIT 10.2


 


CONSULTING AGREEMENT


 


Between
Geneva
Equities, Ltd

And

L’Air Holding, Inc.

(Formerly, Superior Networks, Inc.)


 


This Consulting Agreement (the “Agreement”) is entered into as of
January, 2003, by and between Geneva Equities, Ltd, a Nevada Company, (the
Consultant), 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 value
through the sale or restructuring of its business, recapitalizations,
reorganizations and placement of common stock, preferred stock, and/or debt
instruments (the “Company Objectives”). The goal of L.Air is to grow its
business 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/or
acquisitions, joint ventures, alliances and other desirable projects, which
contribution is of great value to Company and its shareholders;


 


WHEREAS, Company believes it to be important both to the future
prosperity of Company Objectives and to Company’ s general interest to retain
Consultant as non exclusive Consultant to Company and have Consultant available
to 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 Consultants
desire to enter into this Agreement, effective as of the date of execution
hereof, and to provide certain assurances as set forth herein.


 


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


 


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


 


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the receipt and sufficiency of
which are hereby acknowledged, the parties hereto, intending to be legally
bound hereby, agree as follows:


 


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


 


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


 


3.             Duties of
Consultants.  During the Consulting
Period, Consultant shall use its reasonable and best efforts to perform those
actions and responsibilities necessary to: (i) identify, analyze, structure
and/or negotiate business sales and/or acquisitions, including without
limitation, merger agreements, stock purchase agreements, and any agreements
relating to financing and/or the placement of debt or equity securities of
Company, (ii) assist Company in its corporate strategies, (iii) assist Company
in the implementation of its business plan, (iv)assist in raising and
generating financing to acquire other Air Carriers , as may be in the best
interest of L.Air (the “Services”),(v)to increase market capitalization through
programs designed to expand investor awareness.


Based upon the best efforts of the Consultants to increase market
capitalization, and shareholder awareness, Company shall provide all necessary
financing required in order to purchase businesses targeted by Company,
including cash or freely tradable or restricted securities.  Such securities may include freely tradable
Common 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 its
ability.


 


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


 


•                                          Marketing
Media Preparation and Electronic Distribution. Syndicating the Market via the
Internet, faxing, and direct mail.


 


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


 


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affiliates of
consultants, which shall utilize the Internet, Faxing and direct mail to access
a broad, yet targeted audience.


 


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


 


Website
Consultation – to further develop L.Air’s presence and increase the amount of
relevant and easily accessible information available.


 


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


 


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


 


•              Final
Phase – Renewed electronic and other Internet marketing in conjunction with
Institutional Money Manger direct investment and market support.  During this phase, in order to achieve
target stock price, consultants assist in presenting L.Air to several targeted
pension fund managers to invest either through open market purchases, or via
private transactions.  Amounts invested
and the time frame for presenting L.Air to a pension fund or large investor can
vary depending upon the valuation in the market and other fundamental
considerations affecting L.Air’s stock price.


 


4.             Other Activities of
Consultants.  Company recognizes that
Consultants shall perform only those services that are reasonably required to
accomplish the goals and objectives set forth herein, and that Consultants
shall provide services to other businesses and entities other than
Company.  Consultants shall be free to
directly or indirectly own, manage, operate, join, purchase, organize or take
preparatory steps for the organization of, build, control, finance, acquire,
lease or invest or participate in the ownership, management, operation, control
or 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 or
enterprise, or permit its name or any part thereof to be used in connection
with any business or enterprise, engaged in any business, including but not
limited to, any business that is the same as, substantially similar to or
otherwise competitive with, adverse to, affiliated with, or otherwise related
to Company.  Consultants may be
affiliated with any entity, which may provide services to Company.  Company hereby waives any conflict of
interest 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 by
Consultants, whether Affiliated or not Affiliated with Consultants, and
wherever located.


 


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


 


Fees and Commissions:


 


a.               Geneva shall assume the
responsibility of providing the PR and IR programs, on a sustained basis, as
may be in the best interest of L.Air, and with the full knowledge, consent and
participation of L.Air. Consultants shall use their best efforts to generate no
less than $2 MILLION on behalf of L.Air, which funds shall be used for
operations and acquisitions.


 


Company shall issue 3 million free trading
shares as   follows:


i.                                          2 million free trading shares as
follows:


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


 


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


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


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


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


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


d.             500,000
shares 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 month
for four (4) consecutive months, commencing 30 days from execution hereon.


 


Expenses.


 


a.               With the exception of PR/IR
services, which consultants shall pay, as referenced above, Company shall pay
all out of pocket expenses reasonably incurred during the Consulting Period by
Consultant for business purposes related to or in furtherance of the goals and
objectives of Company and/or the provision of the Services (collectively,
“Company Purposes”), including, without limitation, expenses incurred with
respect to Consultant travel (including travel for flights of less than three
hours and business class travel for flights of three hours or more or outside
the continental United States), meals and entertainment and other customary and
reasonable 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 and
PR programs set up and established by Consultant, and Company shall have no
obligation or liability thereon.


 


Warrants.


 


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


 


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its sole
expense, cause the Common Stock underlying the Warrants to be registered with
the Securities and Exchange Commission upon demand, or upon the first
registration of any of the Common Stock of Company after the date of this
Agreement if no such demand has yet been made. 
In the event Company issues or sells Common Stock or any other equity
securities of Company after the date of this Agreement to any party other than
Consultants for cash consideration or non-cash consideration which has a fair
value below the closing bid price as of the date prior to such issuance or
sale, or issues options, warrants or other securities convertible into Common
Stock with an exercise or conversion price less than the closing bid price as
of the date prior to such issuance, the terms of the Warrants herein shall be
adjusted so as to protect Consultants against any dilution of its interest in
the Common Stock underlying the Warrants. 
If at any time there shall be a capital reorganization of the Common
Stock or merger of Company into another corporation, or the sale of all or
substantially all of Company’ properties or assets, then, as a part of such
reorganization, merger or sale, lawful provision shall be made so that
Consultants shall thereafter be entitled to receive upon exercise of the
Warrants, the number of shares of Common Stock, or securities of the successor
corporation resulting from such reorganization, merger or sale, to which
Consultant would have been entitled had the Warrants been exercised immediately
prior to such reorganization, merger or sale.


 


Fees for
Acquisition Opportunities.


 


a.               Company shall pay to Geneva a fee
equal to ten percent (10%) of the total aggregate consideration paid for any
acquisition or sale by Company of any business, corporation or division (a
“Target”), including, but not limited to, acquisitions by stock purchase
agreement, merger agreement, plan of reorganization or asset purchase
agreement, in which Consultant participates through the raising of the equity
capital required for such transaction. Said fee shall be due upon closing of
the 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, the
fee shall be paid, 50% cash, and 50% stock.


b.              In addition, in all transactions in
which Consultants are involved, Consultants shall also be entitled to a
financing fee equal to ten percent (10%) of any private or public placement of
debt or equity securities of Company, including without limitation, promissory
notes, debentures, convertible debt, common stock or preferred stock, or any
other securities owned


 


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by Company,
including without limitation securities of other corporations.


 


Third Party
Commissions.


 


a.               Consultants
and/or its Affiliates shall be entitled to share in any fees or commissions
payable by third parties on any transaction contemplated herein, including, but
not 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, business
brokerage fees or commissions, finders fees, or any other fee payable by a
third party to Consultants for any reason including the identification of
Company as a potential purchaser or seller of such corporation or business (a
“Transaction Commission”).  Company
hereby waives any conflict of interest that may arise due to any transaction
wherein Consultants receives such a Transaction Commission, including, but not
limited to, any conflict of interest which may arise as a result of the dual
representation by Consultants of the seller or purchaser of a corporation or
business on the one hand, and Company on the other.


 


6.             Termination.


 


a.               Company may terminate this Agreement
with thirty (30) days written notice, as follows:  i. If Consultants are unable to provide the consulting services by
reason of dissolution, filing for protection under federal bankruptcy laws, or
any bankruptcy petition or petition for received is commenced by a third part
against Consultants, any of the foregoing of which remains undismissed for a
period of sixty (60) days. ii. Change in control of Consultants resulting from
a merger, acquisition or such other change wherein more than fifty percent
(50%) of the Consultant’s equity is exchanged, sold, or transferred to another
party.  iii. Breach or default of any
material obligation of Consultants, which breach or default is not cured within
five (5) days of written notice from Company. iv. If the Consultants are not
able to raise the equity capital required to grow L.Air as set forth herein, or
if the IR/PR campaign developed by Consultants is not effective in achieving
the stated goals.


 


7.             Notice.


 


a.     Any
notice required, permitted or desired to be given pursuant to any of the
provisions of this Agreement shall be deemed


 


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to have been
sufficiently given or served for all purposes if delivered in person or sent by
certified mail, return receipt requested, postage and fees prepaid, or by
national overnight delivery prepaid service to the parties at their addresses
set forth below.  Any party hereto may
at any time and from time to time hereafter change the address to which notice
shall be sent hereunder by notice to the other party given under this
paragraph.  The date of the giving of
any notice sent by mail shall be the day two days after the posting of the
mail, except that notice of an address change shall be deemed given when
received.  The addresses of the parties
are as follows:


 


TO
CONSULTANTS:


 


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.     No
course of dealing nor any delay on the part of either party in exercising any
rights hereunder will operate as a waiver of any rights of such party.  No waiver of any default or breach of this
Agreement or application of any term, covenant or provision hereof shall be
deemed a continuing waiver or a waiver of any other breach or default or the
waiver of any other application of any term, covenant or provision.  Definition of “Reasonable and Best
Efforts.”  Reasonable and best efforts
shall not include the payment of any non-reimbursable out-of-pocket costs or
other payments by Consultants. 
Consultants shall not guarantee, make any representation concerning
(which representation would survive the closing of any escrow or other
transaction) or warrant (i) the condition, performance, value, or profitability
of any business purchased, sold by, or otherwise considered for purchase by
Company; (ii) the validity or authorization of any capital stock purchased,
sold by, or otherwise considered for purchase by Company; (iii) the market
value of any capital stock, business or assets purchased, sold by, or otherwise
considered for purchase by


 


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Company; (iv)
the ability to finance, refinance or otherwise mortgage or encumber any
business or corporation purchased, sold by, or otherwise considered for
purchase by Company; or (vi) that Consultants will find or present any business
or corporation which Company will consider, approve or ultimately purchase or
be able to purchase; or (7) the covenants, representations or warranties
of any party to any stock purchase, asset purchase, merger or other agreement
entered into by Company with any third party.


 


9.             Successors; Binding
Agreements.


 


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


 


10.           Survival of Terms.


 


b.              Notwithstanding the termination of
this Agreement for whatever reason, the provisions hereof shall survive such
termination, unless the context requires otherwise.


c.               Notice of No Conflict.  Company agrees that Regis Possino is the
President and owner of Geneva Equities, Ltd, and that he shall be appointed as
a member of the Board of Directors of Company. Company, recognizes no conflict
by and between Company, and Consultant from actions arising from or
contemplated by this Agreement.


 


11.           Counterparts.


 


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


 


12.           Captions


 


a.               The caption headings in this
Agreement are for convenience of reference only and are not intended and shall
not 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 of
California applicable to agreements entered into and to be performed entirely
therein.  Any suit, action or proceeding
with respect to this Agreement shall be brought exclusively in the state courts
of the state of California or in the federal courts of the United States, which
are located in Los Angeles, California. 
The parties hereto hereby agree to submit to the jurisdiction and venue
of such courts for the purposes hereof. 
Each party agrees that, to the extent permitted by law, the losing party
in a suit, action or proceeding in connection herewith shall pay the prevailing
party its reasonable attorneys fees incurred in connection therewith.


 


14.           Entire
Agreement/Modifications.


 


a.               This Agreement constitutes the
entire agreement between the parties and supersedes all prior understandings
and agreements, whether oral or written, regarding Consultants retention by
Company, including, but not limited to, any prior agreement, or any agreements
related thereto; provided, however, that all fees previously earned or paid to
Consultants under the Prior Agreement shall be deemed earned, and shall be in
addition to any fees payable hereunder. 
This Agreement shall not be altered or modified except in writing, duly
executed by the parties hereto.


 


15.           Warranty.


 


a.               Company and Consultant each hereby
warrants and agrees that each is free to enter into this Agreement, that the
parties signing below are duly authorized and directed to execute this
agreement, and that this Agreement is a valid, binding and enforceable against
the parties hereto.


 


16.           Severability.


 


a.               If any term, covenant or provision,
or any part thereof, is found by any court of competent jurisdiction to be
invalid, illegal or unenforceable in any respect, the same shall not affect the
remainder of such term, covenant or provision, any other terms, covenants or
provisions or any subsequent application of such term, covenant or provision
which 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 or
unenforceable provision, the parties hereto intend that there shall be added


 


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as part of
this Agreement a term, covenant or provision as similar in terms to such
invalid, 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 delivered
this 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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