EXHIBIT 10.46
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CONSULTING AGREEMENT
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________________, 2001
This will confirm the arrangements, terms and conditions, whereby
Yorkville Advisors Management, LLC. (the "CONSULTANT") has been retained by
Vertical Computer Systems, Inc. (the "COMPANY") to serve as financial consultant
and advisor to the Company, on a nonexclusive basis for a period of 12 months
from the date hereof. The undersigned hereby agree to the following terms and
conditions:
1. CONSULTING SERVICES. Consultant will render financial consulting and
advice pertaining to the Company's business affairs as you may from time to time
request.
2. COMPENSATION. The Company agrees to pay the Consultant (the "Fee") in
the aggregate, the sum of twenty five thousand ($25,000) Dollars. The Fee shall
be paid out of the closing proceeds of the Company's proposed sale of
Convertible Debentures.
3. RELATIONSHIP. Nothing herein shall constitute Consultant as employee or
agent of the Company except to such extent as might hereafter be agreed upon for
a particular purpose. Except as expressly agreed, Consultants shall not have the
authority to obligate or commit the Company in any manner whatsoever.
4. ASSIGNMENT AND TERMINATION. This Agreement shall not be assignable by
any party except to successors to all or substantially all of the business of
either the Consultant or the Company nor may this Agreement be terminated by
either party for any reason whatsoever without the prior written consent of the
other party, which consent may not be arbitrarily withheld by the party whose
consent is required.
Very truly yours
Yorkville Advisors Management, LLC
By:_________________________________
Name:______________________
Title:_____________________
Agreed and Accepted By:
Vertical Computer Systems, Inc.
By:_________________________________
Name:______________________
Title:_____________________
