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EXHIBIT 10.19
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (the "Agreement"), dated as of May 1, 1999
is by and between Taconic Partners, L.L.C., a Texas limited liability company
("Taconic"), Xxxxxxx X. Xxxxxxxx, a Texas resident ("Xxxxxxxx") and VSI
Enterprises, Inc., a Delaware corporation ("VSI"). Taconic, Xxxxxxxx and VSI are
each sometimes referred to herein as a "Party" and collectively as the
"Parties".
SCOPE OF THE ENGAGEMENT: Taconic will provide the services of Xxxxxxxx to
fulfill the role of interim Chief Executive Officer of VSI. Xxxxxxxx will devote
not less than 2 days (16 hours) per week to this engagement. VSI acknowledges
that a substantial portion of Xxxxxxxx'x work will be performed at locations
other than VSI's corporate headquarters.
COMPENSATION: Taconic will receive a fee equal to $1,600 per day ($200 per
hour). Taconic shall provide VSI a weekly time sheet specifying the actual time
devoted to this engagement. All fees shall be due and payable upon receipt of
the associated invoice. Additionally, Taconic shall receive a lump sum payment
of $20,000 for work prior to 5/1/99. Such lump sum payment shall be due and
payable at the earlier of July 1, 1999 or upon closing of the debt restructuring
agreement with Thomson Kernaghan & Co. Ltd. ("TKC")
STOCK OPTIONS: As additional consideration for this engagement, Taconic shall
receive options or warrants for 300,000 of VSI's common shares (the "Shares")
with the following terms and conditions:
- Strike Price - 5 day average price beginning 5/1/99
- Vesting - 1/3rd immediately, 1/3rd after 6 months, 1/3rd after
12 months; accelerated vesting upon termination of agreement
- Term - 5 years
- Registration - VSI shall register the shares underlying the
option or warrant concurrent with its registration of the
shares associated with the TKC debt restructuring. If such
restructuring is not completed by August 31, 1999, VSI shall
then immediately undertake to register the Shares.
EXPENSES: VSI shall reimburse Taconic for the following expenses:
- Xxxxxxxx'x health insurance during term of engagement
(approximately $1,500.00 per month)
- All travel, phone, cell phone and other expenses related to
this engagement
- Monthly overhead expense ($500.00)
COMMUNICATION: If directed by Xxxxxxxx, VSI shall provide videoconferencing
capabilities at the location specified by Xxxxxxxx.
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TERMINATION: The Parties agree to provide a 2 month notice of termination.
INDEMNIFICATION: VSI hereby agrees to indemnify Taconic and Xxxxxxxx to the
fullest extent for any and all corporate matters unless such matter was the
result of Xxxxxxxx'x xxxxx negligence or willful misconduct.
AGREED TO AND ACCEPTED
as of the date first written above
TACONIC PARTNERS, L.L.C.
/s/ Xxxxxxx X. Xxxxxxxx
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By: Xxxxxxx X. Xxxxxxxx, President
VSI ENTERPRISES, INC.
/s/ Xxxx North
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By: Xxxx North, President & CEO
/s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx, Individually
