CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement"), effective as of January 5, 1998
is entered into by and between United Information Systems Inc., a Delaware
Corporation (herein referred to as the "Company") and Capital Communications
Ltd., a Nevada Corporation (herein referred to as the "Consultant").
RECITALS
WHEREAS, Company is a publicly held corporation with its common stock
traded on the OCT/BB; and
WHEREAS, Consultant has experience in the area of investor
communications and financial and investor public relations; and
WHEREAS, Company desires to engage the services of Consultant to
assist and consult to the Company in matters concerning investor relations and
to represent the company in investors' communications and public relations
with existing shareholders and brokers, dealers and other investment
professionals as to the Company's current and proposed activities;
NOW THEREFORE, in consideration of the promises and the mutual
covenants and agreements hereinafter set forth, the parties hereto covenant
and agree as follows:
1. Term of Consultancy. Company hereby agrees to retain the Consultant
to act in a consulting capacity to the Company, and the Consultant
hereby agrees to provide services to the Company, for a term of
twelve months commencing on January 5, 1998 and ending on February
28, 1999.
2. Duties of Consultant. The Consultant agrees to provide the following
specified consulting services during the term specified in Section
1.:
(a) Advise and assist the Company in developing and implementing
appropriate plans and materials for presenting the Company and its
business plans, strategy and personnel to the financial community,
establishing an image for the Company in the financial community, and
creating the foundation for subsequent financial public relations
efforts;
(b) Introduce the Company to the financial community;
(c) With the cooperation of the Company, maintain an awareness during the
term of this Agreement of the Company's plans, strategy and
personnel, as they may evolve during such period, and advise and
assist the Company in communicating appropriate information regarding
such plans, strategy and personnel to the financial community;
(d) Assist and advise the Company with respect to its (i) stockholder and
investor relations, (ii) relations with brokers, dealers, analysts
and other investment professionals, and (iii) financial public
relations generally;
(e) Perform the functions generally assigned to investor/stockholder
relations and public relations departments in major corporations,
including responding to telephone and written inquires; reviewing
press releases, reports and other communications with or to
shareholders, the investment community and the general public;
advising with respect to the timing, form, distribution and other
matters related to such releases, reports and communications; and
consulting with respect to corporate symbols, logos, names, the
presentation of such symbols, logos and names, and other matters
relating to corporate image;
(f) Disseminate information regarding the Company to brokers, dealers,
other investment community professionals and the general investment
public;
(g) Conduct meetings, in person or by telephone, with brokers, dealers,
analysts and other investment professionals to advise them of the
Company's plans, goals and activities, and assist the Company in
preparing for press conferences and other forums involving the media,
investment community professionals and the general investment public;
(h) At the Company's request, review business plans, strategies, mission
statements budgets, proposed transactions and other plans for the
purpose of advising the Company of the investment community
implications thereof;
(i) Otherwise perform as the Company's financial relations and public
relations consultant; and,
(j) Make public communications and disclosures regarding the Company only
within the scope of the authorizations conferred by the Company and
not make any such communications or disclosures of information not
provided or authorized by the Company.
3. Allocation of Time and Energies. The Consultant hereby promises to
perform and discharge well and faithfully the responsibilities which
may be assigned to the Consultant from time to time by the officers
and duly authorized representatives of the Company in connection with
the conduct of its financial and investor public relations and
communications activities, so long as such activities are in
compliance with applicable securities laws and regulations.
Consultant shall diligently and thoroughly provide the consulting
services required hereunder. Although no specific hours-per-day
requirement will by required, Consultant and the Company agree that
Consultant will perform the duties set forth hereinabove in a
diligent and professional manner. The parties acknowledge and agree
that a disproportionately large amount of the effort to be expended
and the costs to be incurred by the Consultant are expected to occur
upon and shortly after, and in any event, within the first several
months of this Agreement.
4. Remuneration. As full and complete compensation for services
described in this
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Agreement, the Company shall compensate Consultant as follows:
4.1 Company agrees to pay Consultant a retainer of Two Thousand (2,000)
Dollars per month, payable on the first day of each month and
continuing each month thereafter for the duration of this Agreement.
4.2 For undertaking this engagement and for other good and valuable
consideration, the Company agrees to issue and deliver to the
Consultant a "Commencement Bonus" payable in the form of One Hundred
Twenty-five Thousand (125,000), unregistered, restricted shares of
the Company's Common Stock (the "Common Stock"). This Commencement
Bonus shall be issued to the Consultant promptly following execution
of this Agreement and shall, when issued and delivered to Consultant,
be fully paid and non-assessable. The Company understands and agrees
that Consultant has foregone significant opportunities to accept this
engagement. The 125,000 shares issued as a Commencement Bonus,
therefore, constitutes payment for Consultant's agreement to
represent the Company, and are a non-refundable, non-apportionable,
and non-ratable retainer; such shares are not a prepayment for future
services. If the Company decides to terminate this Agreement prior to
February 28, 1999 for any reason whatsoever, it is agreed and
understood that Consultant will not be requested or demanded by the
Company to return any of the shares paid to it hereunder. All shares
issued pursuant to this Agreement shall be evidenced by stock
certificates issued to Capital Communications Ltd., or its
designee(s). The shares will have piggyback registration rights and
will be included in the next appropriate registration done by the
Company, including any S-8 registration statements, which shall be no
later than February 28, 1999. In the event of registration,
Consultant agrees not to sell any shares until March 1, 1999 or the
termination of the Consulting Agreement without the prior consent of
the Company. All registration costs shall be borne solely by the
Company.
4.3 Consultant acknowledges that the shares issuable pursuant to this
Agreement (the "Shares") have not been registered under the
Securities Act of 1933, and accordingly are "restricted securities"
within the meaning of Rule 144 of the Act. As such, the Shares may
not be resold or transferred unless the Company has received an
opinion of counsel reasonably satisfactory to the Company that such
resale or transfer is exempt from the registration requirements of
that Act.
4.4 In connection with the acquisition of Shares hereunder, the
Consultant represents and warrants to the Company as follows:
(a) Consultant acknowledges that the Consultant has been afforded the
opportunity to ask questions of and receive answers from duly
authorized officers or other
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representatives of the Company concerning an investment in the
Shares, and any additional information which the Consultant requested.
(b) Consultant has had experience in investments in restricted and
publicly traded securities, and Consultant has had experience in
investments in speculative securities and other investments which
involve the risk of loss of investment. Consultant acknowledges that
an investment in the Shares is speculative and involves the risk of
loss. Consultant can afford the risk of loss of his entire investment
in the Shares.
(c) Consultant is acquiring the Shares for long-term investment and not
with a view toward resale or distribution thereof except in
accordance with applicable securities laws.
5. Expenses. Consultant agrees to pay for all its own expenses (phone,
labor, etc.), other than extraordinary items (travel required by/or
specifically requested by the Company, luncheons or dinners to large
groups of investment professionals, mass faxing to a sizable
percentage of the Company's constituents, investor conference calls,
etc.) approved by the Company prior to its incurring an obligation
for reimbursement. The Company agrees to mail due diligence and
investor materials at the request of Consultant at the sole expense
of the Company.
6. Indemnification. The Company warrants and represents that all oral
communications, written documents or materials, furnished to
Consultant by the Company with respect to financial affairs,
operations, profitability and strategic planning of the Company are
accurate and Consultant may rely upon the accuracy thereof without
independent investigation. The Company will protect, indemnify and
hold harmless Consultant against any claims or litigation including
any damages, liability, cost and reasonable attorney's fees with
respect thereto resulting from Consultant's communication or
dissemination of any said information, documents or materials not
designated by the Company to the Consultant as "confidential" or
"company private", excluding any such claims or litigation resulting
from Consultant's communication or dissemination of information not
provided or authorized by the Company.
7. Representations. Consultant represents that he is not required to
maintain any licenses and registrations under federal or any state
regulations necessary to perform the services set forth herein.
Consultant acknowledges that, to the best of his knowledge, the
performance of the services set forth under this Agreement will not
violate any rule or provision of any regulatory agency having
jurisdiction over Consultant. Consultant acknowledges that, to the
best of his knowledge, Consultant is not the subject of any
investigation, claim, decree or judgment involving any violation of
the SEC or securities laws. Consultant further acknowledges that he
is not a securities Broker Dealer or a registered investment advisor,
and therefore is not required to communicate directly with
shareholders or private investors.
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8. Legal Representation. The Company acknowledges that it has been
represented by independent legal counsel in the preparation of this
Agreement. Consultant represents that he has consulted with
independent legal counsel and/or tax, financial and business
advisors, to the extent the Consultant deemed necessary.
9. Status as Independent Contractor. Consultant's engagement pursuant to
this Agreement shall be as independent contractor, and not as an
employee, officer or other agent of the Company. Neither party to
this Agreement shall represent or hold itself out to be the employer
or employee of the other. Consultant further acknowledges the
consideration provided hereinabove is a gross amount of consideration
and that the Company will not withhold from such consideration any
amounts as to income taxes, social security payments or any other
payroll taxes. All such income taxes and other such payment shall be
made or provided for by Consultant and the Company shall have no
responsibility or duties regarding such matters. Neither the Company
or the Consultant possess the authority to bind each other in any
agreements without the express written consent of the entity to be
bound.
10. Attorney's Fees. If any legal action or any arbitration or other
proceeding is brought for the enforcement or interpretation of this
Agreement, or because of an alleged dispute, breach, default or
misrepresentation in connection with or related to this Agreement,
the successful or prevailing party shall be entitled to recover
reasonable attorney's fees and other costs in connection with that
action or proceeding, in addition to any other relief to which it or
they may be entitled.
11. Waiver. The waiver by either party of a breach of any provision of
this Agreement by the other party shall not operate or be construed
as a waiver of any subsequent breach by such other party.
12. Notices. All notices, requests, and other communications hereunder
shall be deemed to be duly given if sent by U.S. mail, postage
prepaid, addressed to the other party at the address as set forth
herein below:
To the Company: Xx. Xxxxxx Xxxx, CEO
United Information Systems Inc.
0000 X.X. 000xx Xxxxx, Xxxx 0
Xxxxx, Xx 00000
To the Consultant: Xx. Xxxxxxxx X. Xxx
Capital Communications
000 Xxxxxx Xxxxxx
Xxxxxx, XX 00000
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It is understood that either party may change the address to which notices for
is shall be addressed by providing notice of such change to the other party in
the manner set forth in this paragraph.
13. Choice of Law, Jurisdiction and Venue. This Agreement shall be
governed by, construed and enforced in accordance with the laws of
the State of California. The parties agree that Placer County,
California will be the venue of any dispute and will have
jurisdiction over all parties.
14. Arbitration. Any controversy or claim arising out of or relating to
this Agreement, or the alleged breach thereof, or relating to
Consultant's activities or remuneration under this Agreement, shall
be settled by binding arbitration in California, in accordance with
the applicable rules of the American Arbitration Association, and
judgment on the award rendered by the arbitrator(s) shall be binding
on the parties and may be entered in any court having jurisdiction
thereof. The provisions of Title 9 of part 3 of the California Code
of Civil Procedure, including Section 1283.05, and successor
statutes, permitting expanded discovery proceedings shall be
applicable to all disputes that are arbitrated under this paragraph.
15. Assignment. This Agreement may be assigned to a corporation, limited
liability company, partnership or unincorporated organization owned
or controlled by Consultant, at the sole discretion of Consultant,
any time during the term of the Agreement, without the consent of the
Company.
16. Complete Agreement. This Agreement instrument contains the entire
agreement of the parties relating to the subject matter hereof. This
Agreement and its terms may not be changed orally but only by an
agreement in writing signed by the party against whom enforcement of
any waiver, change, modification, extension or discharge is sought.
AGREED TO:
"Company" UNITED INFORMATION SYSTEMS INC.
Date: 1-5-98 By: /s/ XXXXXXX XXXXXX
----------------- -----------------------------
Its: CFO
"Consultant" CAPITAL COMMUNICATIONS
Date: 1-5-98 /s/ Xxxxxxxx X. Xxx
----------------- ---------------------------------
Xxxxxxxx X. Xxx
Date: 1-5-98 /s/ Xxx X. Xxxx
----------------- ---------------------------------
Xxx X. Xxxx
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