EX-10.5
CONSULTING SERVICES AGREEMENT
This Consulting Services Agreement (the "Agreement") is entered
this 17th day of October, 2001 by and between:
Xxxxx Xxxx
Xx Xxxxxxxx 0
00000 Xxxxxx, Xxxxxxx
FAX: 000 00 0000000000
("Consultant"), a German corporation; and
Freestar Technologies, Inc.
00000 Xxxxxxx Xxxx.
Xxxxxx, XX 00000
U.S.A.
(Client), a US corporation, (ticker symbol: FSTI.OB), with reference
to the following:
RECITALS
A. The Client desires to be assured of the services of the
Consultant in order to avail itself of the Consultant's experience,
skills, knowledge, abilities and background in the fields of business
development, financial consulting, investor relations, and Internet
strategy. The Client is therefore willing to engage the Consultant
upon the terms and conditions set forth herein.
B. The Consultant agrees to be engaged and retained by the
Client upon the terms and conditions set forth herein.
NOW THEREFORE, in consideration of the foregoing, of the mutual
promises herein set forth and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1. Engagement. Client hereby engages Consultant on a non-
exclusive basis, and Consultant hereby accepts the engagement to
become an investor relations consultant to the Client for a period of
three months and to render such advice, consultation, information and
services to the Client regarding general financial and business
matters including, but not limited to:
Preparation of an application for a listing of the Client's
common stock on the major European stock exchange in Frankfurt and
introduction to European securities dealers, if Client so desires
[Consultant will guarantee that Client's securities will be listed
for trading on the above exchange. In the event the exchange
denies the Client's application for listing , Client shall be
entitled to a refund of stock paid under 3.B) of this Agreement.]
Assisting to place articles about the Client's listing in German
newspapers and magazines.
Preparation of comprehensive company press release about the
application for a listing and about the successful execution of
the listing.
Editing and delivering of a detailed stock exchange fact sheet
in English before the application will be filed.
Technical chart analysis of the Client's share price history and
development to provide interested traders in Germany with a
trading background analysis.
Face-to-Face-Meeting with the market maker and strategic
investors to get them involved or committed.
It shall be expressly understood that Consultant shall have no power
to bind Client to any contract or obligation or to transact any
business in Client's name or on behalf of Client in any manner.
2. Term. The term of this Agreement ("Term") shall commence on
the date hereof and continue for three (3) months. The Agreement may
be extended upon agreement by both parties, unless or until the
Agreement is terminated.
3. Engagement Fee. As consideration for Consultant entering
into this Agreement, Client and Consultant agree to the following:
A. An Engagement Fee ("Engagement Fee") of US$ 17,500 payable
to the Consultant on the date hereof.
B. The Engagement Fee will be satisfied by:
delivery of S/8 shares of the Client's common stock representing
an aggregate value of US$ 17,500 (70,000 shares at a bid price of
US$ 0.25 per share) to be delivered to the Consultant on the date
hereof (please see electronic delivery instructions in appendix
2). The Shares will be freely tradable, duly authorized, validly
issued and outstanding, fully paid and nonassessable and will not
be subject to any liens or encumbrances.
4. Exclusivity; Performance; Confidentiality. The services of
Consultant hereunder shall not be exclusive, and Consultant and its
agents may perform similar or different services for other persons or
entities whether or not they are competitors of Client. Consultant
shall be required to expend only such time as is necessary to service
Client in a commercially reasonable manner. Consultant acknowledges
and agrees that confidential and valuable information proprietary to
Client and obtained during its engagement by the Client, shall not be,
directly or indirectly, disclosed without the prior express written
consent of the Client, unless and until such information is otherwise
known to the public generally or is not otherwise secret and
confidential. All such confidential information provided to
Consultant by Client shall be clearly and conspicuously marked with
the word "Confidential." Consultant may disclose Client's
confidential information pursuant to applicable law or regulations or
by operation of law, provided that the Consultant may disclose only
such information as is legally required.
5. Independent Contractor. In its performance hereunder,
Consultant and its agents shall be an independent contractor.
Consultant shall complete the services required hereunder according to
its own means and methods of work, shall be in the exclusive charge
and control of Consultant and which shall not be subject to the
control or supervision of Client, except as to the results of the work
and as otherwise requested. Client acknowledges that nothing in this
Agreement shall be construed to require Consultant to provide services
to Client at any specific time, or in any specific place or manner,
unless otherwise mutually agreed. Payments to consultant hereunder
shall not be subject to withholding taxes or other employment taxes as
required with respect to compensation paid to an employee.
6. Termination. At the end of the three month Term of this
Agreement, Consultant, at its option, may either remove Client's
corporate profile and research report from the web sites or indicate
on the web sites that Client's corporate profile and research report
is over three months old and should not be relied upon in making
investments decisions.
7. Miscellaneous. No waiver of any of the provisions of this
Agreement shall be deemed or shall constitute a waiver of any other
provision and no waiver shall constitute a continuing waiver. No
waiver shall be binding unless executed in writing by the party making
the waiver. No supplement, modification, or amendment of this
Agreement shall be binding unless executed in writing by all parties
except as permitted by Paragraph 8 below. This Agreement constitutes
the entire agreement between the parties and supersedes any prior
agreements or negotiations.
8. Jurisdiction. By excluding any other feasible place of
legal jurisdiction, the place of legal jurisdiction is herewith agreed
to be the Hanseatic City of Lbeck, Germany; for any dispute between
the parties arising from this contractual agreement, German law
applies exclusively.
IN WITNESS WHEREOF, the parties hereto have entered into this
Agreement on the date first written above.
Xxxxx Xxxx
Xx Xxxxxxxx 0
00000 Xxxxxx
Xxxxxxx
Signature: /s/ Xxxxx Xxxx
Xxxxx Xxxx
Freestar Technologies, Inc.
00000 Xxxxxxx Xxxx.,
Xxxxxx, XX 00000.
U.S.A.
Signature: /s/ Xxxx Xxxx
Xxxx Xxxx
Chairman / President and CEO
