EXHIBIT 10.19
CONSULTING AND MARKETING AGREEMENT
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THIS AGREEMENT, made and entered into as of the 21ST day of FEBRUARY, 2005 by
and between XCEL ASSOCIATES, INC., a New Jersey corporation with offices located
at 000 Xxxxxx Xxxx, Xxxxxx, Xxx Xxxxxx 00000 ("XAI") and INGEN TECHNOLOGIES,
INC., a Georgia corporation with offices located at 000 X. Xxxxxx Xxxx Xx.
Xxxxxxxx, XX 00000 ("IGTN")
W I T N E S S E T H:
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WHEREAS, XAI provides consultation and advisory services relating to
business management and marketing; and
WHEREAS,IGTN desires to utilize XAI services in connection with its
operations.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants hereinafter set forth, XAI and IGTN hereby agree as follows:
1. CONSULTING AND MARKETING SERVICES. Effective as of the 21ST day of
FEBRUARY, 2005 by and subject to the terms and conditions herein
contained, XAI shall provide business management, marketing
consultation and advisory services to IGTN. Such services shall
include:
(a) Market Awareness to the Financial Community
(b) Assistance in Marketing of products and/or services and
setting up meetings with prospective clients and investors,
In addition, XAI agrees to act as Company Contact for IGTN with regards
to telephone inquiries and investor relations, and by providing this
service will be fully authorized to represent IGTN in answering all
investor related questions.
2. PAYMENT. In consideration for the services of XAI to be provided
hereunder, IGTN agrees to transfer to XAI 150,000 (ONE HUNDRED FIFTY
THOUSAND) Free Trading shares of IGTN common stock each month for a
period of SIX MONTHS, for a total of 900,000 (Nine Hundred Thousand)
shares.
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3. PERSONNEL. XAI shall be an independent contractor and no personnel
utilized by XAI in providing services hereunder shall be deemed an
employee of IGTN. Moreover, neither XAI nor any such person shall be
empowered hereunder to act on behalf of IGTN. XAI shall have the sole
and exclusive responsibility and liability for making all reports and
contributions, withholdings, payments and taxes to be collected,
withheld, made and paid with respect to persons providing services to
be performed hereunder on behalf of IGTN, whether pursuant to any
social security, unemployment insurance, worker's compensation law or
other federal, state or local law now in force and in effect or
hereafter enacted.
4. XAI ASSISTANCE. IGTN agrees to provide XAI with such secretarial,
clerical and bookkeeping assistance as XAI may reasonably request and
shall otherwise cooperate with XAI personnel in their rendering of
services hereunder. IGTN further agrees to provide XAI monthly a
certified shareholder's list and on a weekly basis the DTC sheets (when
available).
5. TERM AND TERMINATION. This Agreement shall be effective from the 21ST
day of FEBRUARY, 2005and shall continue in effect for a period of SIX
MONTHS thereafter. This Agreement may be renewed and Optioned for an
additional SIX MONTH term, upon mutual agreement of the parties.
6. NON-ASSIGNABILITY. The rights, obligations, and benefits established by
this Agreement shall not be assignable by either party hereto. This
Agreement shall, however, be binding and shall inure to the benefit of
the parties and their successors.
7. CONFIDENTIALITY. Neither XAI nor any of its consultants, other
employees, officers, or directors shall disclose knowledge or
information concerning the confidential affairs of IGTN with respect to
IGTN's business or finances that was obtained in the course of
performing services provided for herein.
8. LIMITED LIABILITY. Neither XAI nor any of its consultants, other
employees, officers or directors shall be liable for consequential or
incidental damages of any kind to IGTN that may arise out of or in
connection with any services performed by XAI hereunder.
9. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of New Jersey without giving
effect to the conflicts of law principles thereof or actual domicile of
the parties.
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10. NOTICE. Notice hereunder shall be in writing and shall be deemed to
have been given at the time when deposited for mailing with the United
States Postal Service enclosed in a registered or certified postpaid
envelope addressed to the respective party at the address of such party
first above written, or at such other address as such party may fix by
notice given pursuant to this paragraph.
11. NO OTHER AGREEMENTS. This Agreement supersedes all prior
understandings, written or oral, and constitutes the entire Agreement
between the parties hereto with respect to the subject matter hereof.
No waiver, modification or termination of this Agreement shall be valid
unless in writing signed by the parties hereto.
IN WITNESS WHEREOF, IGTN and XAI have duly executed this Agreement as of the day
and year first above written.
COMPANY: INGEN TECHNOLOGIES, INC.
BY: /S/ XXXXX SAND
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Xxxxx Sand, CEO & Chairman
XCEL ASSOCIATES, INC.
BY: /S/ XXXXXX XXXXX, JR.
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Xxxxxx Xxxxx, Jr., Chairman
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MAILING INSTRUCTIONS
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Make certificates out to XCEL ASSOCIATES, INC. and
ship to the following address:
XCEL ASSOCIATES
000 XXXXXX XX
XXXXXX, XX 00000
If you have any questions or concerns please call me at:
000-000-0000.
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