EXHIBIT 99.5
MAS Financial Corp.
0000 X. Xxxxxxxx Xx. Tel: (000) 000-0000
Xxxxxxxxxx, XX 00000 Fax: (000) 000-0000
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Consulting Agreement
This agreement is entered into on this 28th day of April, 1998 by and between
MAS Financial Corp. (hereinafter referred to as "MAS"), and Xxxxx Electronics,
Inc., their heirs, designees or assignees, (hereinafter referred to as
"Client"), and is made with reference to the following recitations:
Whereas, MAS has skills and expertise in the fields of business consulting,
due diligence, mergers and acquisitions, and public and private offering
structuring and transactions, and,
Whereas. Now, therefore, the parties hereto hereby agree and covenant as
follows:
(1) MAS agrees to assist Client prepare and file a registration documents for
a SB-2 registration with S.E.C. and with each State, where Client wishes to
register stock for a public offering, and
(2) MAS agrees to provide Client consulting services from the date of this
agreement to December 31, 1998.
(3) MAS is not rendering legal advise to Client. Each party is responsible
for all of it's own professional, legal, accounting, Broker-Dealer, and
consulting fees as they may apply to each party.
(4) Client agrees to pay MAS a total of $42,500 in cash and 100,000 common
shares of Xxxxx Electronics, Inc. valued at $10,000 or $0.1 per common share.
The 100,000 common shares of Xxxxx Electronics, Inc. shall be issued on the
date of this agreement. Of the $42,500, $5,000 is payable when fund is
available and the balance is due when the Client raised $125,000 or more
additional capital.
(5) The parties shall at all times keep each other's information, sources,
trade secrets, processes, and confidential information strictly confidential.
(6) This agreement shall be governed by the laws of the State of Indiana.
The parties agree to the jurisdiction of the Courts of the State of Indiana
and the United States District Court for the Southern District of Indiana as
the forums for the resolution of any legal disputes between the parties.
Client agrees to pay court costs, attorney fees in a reasonable amount, and
interest on any unpaid balances at the judgment rate then in effect in the
State of Indiana should it become necessary for MAS to engage in legal action
to recover any portion of the fees agreed in this agreement or any other fees
from Client.
(7) This documents contains the entire agreement between the parties hereto.
No oral or other representation or warranty has been given to Client by MAS,
and this agreement controls over any and all oral representations made by any
party to this transaction. This agreement may only be modified by a writing,
signed by the parties.
(8) Each party agrees to execute all of the documents and do all of the
things necessary to effectuate the purpose of this agreement, without delay or
limitations.
Accepted and Agreed Accepted and Agreed:
/S/ Xxxxx Xxxx /S/ Xxxx Xxxxx
_____________________________ _______________________
MAS Financial Corp. Xxxxx Electronics, Inc.
By: Xx. Xxxxx Xxxx, President By: Mr. Xxxx Xxxxx
Mailing Address:
0000 X. Xxxxxxxx Xx. X.X. Xxx 00000
Xxxxxxxxxx, XX 47711 Xxxxxxxx, XX 00000
