Consulting Agreement
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This Consulting Agreement is made on this 4th day of December 2003.
BETWEEN
Xxxxxx Xxxxxxxx, a Consultant having his mailing address at Perlemoen Str,
Bloubergstrand, South Africa; Thobeka Mafuduka, a Consultant having her mailing
address at XX Xxx 000, Xxxxx, Xxxxx Xxxxxx; Mpilo Mdakane, a Consultant having
his mailing address at X/X 0 Xxxxxx Xxxxxx, Xxxxxx Xxxxx, Xxxxx Xxxxxx;
Xxxxxxxx-Xxxxx, a Consultant having her mailing address at 0xx Xxxxx, 0 Xxxx Xx,
Xxxx Xxxx, Xxxxx Xxxxxx; Xxxx Xxxxxxx, a Consultant having his mailing address
at 00000 XxXxxxxx Xx, Xxxxxxxxxx,XX 00000-0000; Xxx Xxxxxxx, a Consultant having
his mailing address at 00 Xxxxxxx Xx, Xxxxxxx Xxxxxx, Xxxxx Xxxxxx; Xxxxxx
Xxxxxxxx, a Consultant having his mailing address at 00 Xxxxxxx Xx, Xxxxxxx
Xxxxxx, Xxxxx Xxxxxx; Vuyo Mkhize, a Consultant having his mailing address at
X/X 0 Xxxxxx Xxxxxx, Xxxxxx Xxxxx, Xxxxx Xxxxxx; Xxxx Xxxxxx, a Consultant
having his mailing address at 00 Xxxxxxxx, Xxxxxxxxx Xx, Xxxxxxxxx, Xxxxx
Xxxxxx; and Xxxxxxxxx Xxxxx, a Consultant having her mailing address at 00 Xxxxx
Xx, Xxxxxxx Xxx, Xxxxx Xxxxxx. The above listed Consultants shall be referred to
collectively hereafter as "Consultants" or individually as "Consultant".
AND
Maximum Dynamics, Inc., having its office at 0 Xxxxx Xxxxxxx Xxxxxx, Xxxxx 0000,
Xxxxxxxx Xxxxxxx, Xxxxxxxx, 00000.
WHEREAS
WHEREAS, CONSULTANTS provide technology development services,
infrastructure development, operational project management, business development
services, and engineering services for businesses and professionals in the IT
and financial services sector; and,
WHEREAS, Company wishes to engage the services of CONSULTANTS;
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the parties hereto agree as follows:
DURATION
This agreement commences on December 4th, 2003 and will be effective until
December 4, 2003, as per the terms listed herein. Thereafter it shall be
reviewed for further extension on mutually agreeable terms.
1
FINANCIAL
CONSULTANTS shall be paid for services as set forth in Exhibit A. The fees to be
paid shall be paid with shares of registered S-8 shares of Common Stock of
Maximum Dynamics, Inc. and shall be priced at a twenty percent (20%) discount to
today's bid of $0.185 per share. The number of shares and issued to each
CONSULTANT as payment for services is set forth in Exhibit A.
BINDING
This Agreement and the certificates and other instruments delivered by or on
behalf of the parties pursuant hereto constitute the entire agreement between
the parties. The terms and conditions of this Agreement shall inure to the
benefit of and be binding upon the respective heirs, legal representatives,
successor and assigns of the parties hereto, as the case may be.
APPLICABLE LAW
This Agreement is made pursuant to, and will be governed by, and construed and
enforced in accordance with, the laws of South Africa.
TERMINATION
If this agreement is terminated previous to December 4, 2003, the CONSULTANT
shall keep one twelfth (1/12) of the shares received as payment for every month
CONSULTANT was retained.
ACCEPTED
For CONSULTANT For Maximum Dynamics
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BY: /s/ Xxxxxx Xxxxxxxx BY: /s/ Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxxx Xxxxxx Xxxxxxx
DATE: DATE:
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BY: /s/ Thobeka Mafuduka
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Thobeka Mafuduka
DATE:
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2
BY: /s/ Mpilo Mdakane
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Mpilo Mdakane
DATE:
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BY: /s/ Xxxxxxxx Xxxxxxxx-Xxxxx
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Xxxxxxxx Xxxxxxxx-Xxxxx
DATE:
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BY: /s/ Xxxx Xxxxxxx
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Xxxx Xxxxxxx
DATE:
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BY: /s/ Xxx Xxxxxxx
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Xxx Xxxxxxx
DATE:
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BY: /s/ Xxxxxx Xxxxxxxx
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Xxxxxx Xxxxxxxx
DATE:
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BY: /s/ Vuyo Mkhize
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Vuyo Mkhize
DATE:
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BY /s/ Xxxx Xxxxxx
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Xxxx Xxxxxx
DATE:
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BY: /s/ Xxxxxxxxx Xxxxxxxx
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Xxxxxxxxx Xxxxxxxx
DATE:
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3
EXHIBIT A
The following sets forth the services to be rendered by each Consultant, the
fees for such services and the number of S-8 shares to be issued as payment.
Consultant Services Fees Shares
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Xxxxxx Xxxxxxxx Infrastructure development and operations $3,700 25,000
Xxxxxx Xxxxxxxx Infrastructure development and operations $14,800 100,000**
Thobeka Mafuduka Infrastructure development and operations $7,400 50,000
Thobeka Mafuduka Community development initiative $14,800 100,000**
Mpilo Mdakane Infrastructure development and operations $14,800 100,000
Mpilo Mdakane Infrastructure development and operations $14,800 100,000**
Xxxxxxxx Xxxxxxxx-Xxxxx Accounting, bookkeeping and compliance $7,400 50,000
Xxxxxxxx Xxxxxxxx-Xxxxx Accounting, bookkeeping and compliance $11,100 75,000**
Xxxx Xxxxxxx Infrastructure development and operations $7,400 50,000
Xxxx Xxxxxxx Office management for Denver operations $7,400 50,000**
Xxx Xxxxxxx Infrastructure development and operations $3,700 25,000
Xxx Xxxxxxx Computer training $3,700 25,000**
Xxxxxx Xxxxxxxx Infrastructure development and operations $4,700 25,000
Xxxxxx Xxxxxxxx TagNet/MPOS business development and research $4,700 25,000**
Vuyo Mkhize Infrastructure development and operations $7,400 50,000
Vuyo Mkhize Infrastructure development and operations $7,400 50,000**
Xxxx Xxxxxx Infrastructure development and operations $11,100 75,000
Xxxx Xxxxxx MPOS market research, partnership development $11,100 100,000**
Xxxxxxxxx Xxxxx Infrastructure development and operations $170,200 1,150,000
** Shares shall be restricted shares.
4
ADDENDUM
Pursuant to the Agreement signed on December 4, 2003, this Addendum sets forth
the continued services of the Consultants listed below which shall be governed
by the terms and conditions of the Agreement above as agreed to on December 4,
2003. Payments for the respective services to be rendered, the fees for such
services and the number of S-8 shares to be issued as payment are set forth as
follows:
Consultant Services Fees Shares*
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Xxxxxx Xxxxxxxx Infrastructure development and operations $14,400 100,000**
Thobeka Mafuduka Infrastructure development and operations $2,880 20,000
Thobeka Mafuduka Business development and political relations $7,200 50,000**
Mpilo Mdakane Infrastructure development and operations $2,880 20,000
Mpilo Mdakane Market research, biz development and sales $3,600 25,000**
Xxxxxxxx Xxxxxxxx-Xxxxx Accounting, bookkeeping and compliance $1,800 10,000
Xxxxxxxx Xxxxxxxx-Xxxxx Company formation and org. structuring $3,600 25,000**
Xxxx Xxxxxxx Office management for Denver operations $2,880 20,000**
Xxxxxx Xxxxxxxx MPOS business development in Kenya $14,400 100,000
Xxxxxx Xxxxxxxx TagNet business development in Kenya $14,400 100,000**
Xxxxxxxxx Xxxxx Infrastructure development and operations $216,000 1,500,000
* Number of shares is calculated taking a 20% discount off of the bid price,
which was $0.18 per share on January 20, 2004. ** Shares shall be restricted
shares.
Accepted this 20th day of January, 2004 by:
CONSULTANT Maximum Dynamics
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BY: /s/ Xxxxxx Xxxxxxxx BY: /s/ Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxxx Xxxxxx Xxxxxxx
DATE: DATE:
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BY: /s/ Thobeka Mafuduka
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Thobeka Mafuduka
DATE:
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BY: /s/ Mpilo Mdakane
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Mpilo Mdakane
DATE:
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BY: /s/ Xxxxxxxx Xxxxxxxx-Xxxxx
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Xxxxxxxx Xxxxxxxx-Xxxxx
DATE:
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BY: /s/ Xxxx Xxxxxxx
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Xxxx Xxxxxxx
DATE:
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BY: /s/ Xxxxxx Xxxxxxxx
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Xxxxxx Xxxxxxxx
DATE:
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BY: /s/ Xxxxxxxxx X. Xxxxx
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Xxxxxxxxx X. Xxxxx
DATE:
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