[LETTERHEAD OF XXXXXX ASSET MANAGEMENT]
Hirschthal, den 5. Februer 1999
Xx. Xxxxxxx X. Xxxxxx, Chairman
MAGNITUDE INFORMATION SYSTEMS, INC.
00 Xxxxxxx Xxxx
Xxxxxxxxxx, Xxx Xxxxxx 00000
Re: Consulting Agreement
Dear Xx. Xxxxxx
This letter will set forth our agreement regarding the provision of marketing,
consulting and translation services in Switzerland by me ("Xxxxxxx") to
Magnitude Information Systems, Inc. (the "Company").
Xxxxxxx will endeavor to acquaint himself with the business of the Company
including, but not limited to its background, management, financial history,
prospects, operational history and organization.
Based upon the foregoing, Xxxxxxx will use its best efforts, resources and
contacts, including those of his associates, to try to help bring the Company's
concept into a reality while attempting to obtain local acceptance for the
Company's concept and products. Xxxxxxx shall be solely responsible for the
payment of all his own expenses incurred in connection with this Agreement,
including travel, entertainment, telephone, mailings and presentations and shall
devote such time as he feels is necessary for his endeavor.
It is agreed that under no circumstances is it incumbent upon the Company to
accept any offer or proposal presented by or through Xxxxxxx and therefore the
Company reserves the full right to refuse or accept any offer or proposal, or
part thereof or in the making of any counter-offer.
In consideration of the aforesaid services heretofore or to be provided
hereafter during the calendar year 1999 an in lieu of both a retainer and
expense reimbursement, Xxxxxxx shall receive, immediately upon the execution of
this Agreement, $ 24,000 (U.S.) for 1999 and $24,000 (U.S.) for 1998 or, at the
Company's option, 48,000 shares of the Company stock to be registered by the
Company as soon as may be practicable pursuant to Form S-8 Registration
Statement in lieu of the foregoing $48,000.
The Company agrees to furnish to Xxxxxxx and its representatives complete copies
of all relevant public documents, contracts and such other data, materials and
other information as Xxxxxxx shall reasonably request in connection with its
activities as a marketing consultant hereunder. The Company recognises that
Xxxxxxx will be using and relying on data, materials and other information
furnished to him by the Com-
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pany and the Company's accountants and Company representatives, and upon
information contained in reports and statements relating to the Company. The
Company confirms that Xxxxxxx may rely upon such data, materials and information
without independent verification and Xxxxxxx does not assume responsibility for
the accuracy, completeness of fairness of such information whether or not he
makes any independent verification.
The Company agrees that it shall make its principals available upon reasonable
notice for meetings, presentations and demonstrations and further agrees that
the Company's principals shall give their cooperation to Xxxxxxx to make this
project successful. This agreement shall not be deemed to provide Xxxxxxx with
any exclusivity or other rights unless expressly set forth herein.
If the forgoing properly reflects our understanding, please so indicate and date
this agreement in the space provided below and return one fully execute copy
for our files. Upon receipt of a fully executed copy of this agreement, Xxxxxxx
will assign his due diligence team and one or his principals to this project.
After the counter-execution of this Agreement, kindly issue and forward the
necessary Company stock certificates as recited above.
An additional copy of this agreement is enclosed for your convenience.
Very truly yours,
BY: /s/ Xxxx X. Xxxxxxx
---------------------------
Xxxx X. Xxxxxxx
AGREED AND ACCEPTED BY:
MAGNITUDE INFORMATION SYSTEMS, INC.
BY: /s/ Xxxxxxx X. Xxxxxx, Chairman
--------------------------------
Xxxxxxx X. Xxxxxx, Chairman
Dated: 2/5/99
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