EXHIBIT 10.1
CONSULTING AGREEMENT
This Agreement is entered on January 12, 2005 between Swingbridge Capital
LLC. together with Xxxxx X. Xxxxxxx (the "Consultant"), of 000 Xxxxx Xxxxxxx
Xxxx, Xxxxxxxx XX 00000 and Airtrax Inc. (the "Company") of 000X Xxxxxxx Xxxxxx,
Xxxxxxxxx, Xxx Xxxxxx 00000.
WITNESSETH:
WHERAS, the Company desires to retain the services of the Consultant and
the Consultant desires to provide services to the Company upon the following
terms and conditions.
NOW THEREFORE:
Consulting Services. The Consultant agrees to have Xxxxx X. Xxxxxxx, a
Managing Director of Swingbridge Capital LLC, personally provide the consulting
services to the Company during the term of this agreement. The Company
understands that the Consultant and Xxxxx X. Xxxxxxx may be engaged in other
business and consulting activities during the term of this agreement. The
Consultant will provide business development strategy, identify acquisition
targets, and assist in acquisitions along with various due diligence projects.
The Consultant will also assist in managing any Airtrax foreign operations.
Also, the Consultant will provide other financial advisory services, which would
be deemed appropriate and required by the Company.
Term. The term of this Agreement shall commence as of the date of signing
of this Agreement and shall continue through January11th, 2006, unless sooner
terminated as provided herein. This agreement can be terminated by either party
upon 90 days' prior written notice; provided, however, that no such termination
shall affect the indemnification, contribution and confidentiality obligations
of the Company, and the right of the Consultant to receive any fees accrued
prior to such termination. Should the agreement be terminated by the Company or
the Consultant, the Consultant will return issued stock to the Company on a pro
rated basis.
Consideration. The Company acknowledges that the Consultant can provide
business strategies, identify acquisition targets and strategic partners, and
assist in deal structuring. Upon execution of this Agreement, the Company will
issue to Consultant in the name of Xxxxx X. Xxxxxxx a fee of 100,000 shares of
the Company's common stock, which will be registered under Form S-8. Both
parties to this agreement acknowledge that the Company does not currently have
authorized stock to issue to the Consultant and will not have such stock until
the authorization is received by proxy vote of Company shareholders, said proxy
vote to be scheduled after 28 March 2005. The parties acknowledge that
Consultant has not and will not provide any capital raising services to the
Company. In addition, the Company will pay the Consultant $3,500 per month for
the term of this agreement.
Indemnification. The Company agrees to indemnify Swingbridge Capital LLC.
and Xxxxx X. Xxxxxxx in accordance with the indemnification schedule previously
signed by the Company. Also, the Company agrees to include the Consultant on its
Directors and Officers insurance policies.
Miscellaneous. No provision of this Agreement may be amended, modified or
waived, except in writing signed by both parties. Either party without the
written consent of both parties shall not assign this Agreement. This Agreement
may be executed in counterparts. This Agreement shall be enforced in accordance
with the laws of the State of New Jersey.
IN WITNESS WHEROF, the parties have executed this Agreement on the date
first above.
Airtrax, Inc.
By: /s/ Xxxxx Xxxxx
-------------------
Xxxxx Xxxxx
President/CEO
Date: 22 February 2005
This agreement was approved by the Board of Directors of Airtrax, Inc.
Swingbridge Capital LLC. Xxxxx X. Xxxxxxx
By: /s/ Xxxxx X. Xxxxxxx /s/ Xxxxx X. Xxxxxxx
-------------------- --------------------
Name: Xxxxx X. Xxxxxxx Xxxxx X. Xxxxxxx
Title: _________________
