R E F E R R A L F E E A G R E E M E N T
This Agreement is dated January 19, 2004 and is among and between GK
Intelligent Systems, Inc. (the "Company") and Xxxxxxx X. Xxxxx (who
hereinafter shall be referred to the "Referrers"). This Agreement is a
non-exclusive agreement and shall remain in effect until either party cancels
it in writing at which time the Agreement will immediately terminate.
The Referrers shall receive a referral fee as described below as soon as
practical after each Closing of an acquisition that is directly the result of
a facilitated introduction by the Referrers to the Company. In the event this
agreement is terminated by either party, the Company shall pay a referral fee
to the Referrers for all facilitated introductions they have made that result
in a Closed acquisition by the Company within twelve months after the
termination of the Agreement.
The referral fee shall calculated by taking the total consideration paid for
an acquisition ("Acquisition Cost") and multiplying that by the following
percentages:
. For the first $ 1 million of Acquisition Cost: 5.0%
. For the next $ 1 million " " 4.0%
. For the next $ 1 million " " 3.0%
. For the next $ 1 million " " 2.0%
. For all consideration above $ 4 million 1.0%
The referral fee shall be paid in the same manor and in the same ratio as that
of the transaction e.g. cash, common stock, restricted common stock et cetera.
The Company and the referrers shall each bear their own operating expenses
including all travel expenses related to the execution of this Agreement.
If a dispute arises out of or relates to this Agreement or the breach thereof
and if the dispute cannot be settled through negotiation, the parties agree to
settle the dispute through binding arbitration administered by the American
Arbitration Association.
Agreed and Accepted:
For the Referrers For the Company
/s/ Xxxxxxx X. Xxxxx /s/ Xxxx Xxxxxxx
_________________________ ____________________________
Xxxxxxx X. Xxxxx Xxxx X. Xxxxxxx
(SSN: ) President & CEO
GK Intelligent Systems, Inc.
