CONSULTING SERVICES AGREEMENT
CONSULTING SERVICES AGREEMENT (the "Agreement") entered into as of May 31,
2001 between Cadapult Graphic Systems, Inc. (the "Company") and Consonant
Services Group ("Consonant").
WHEREAS, the Company has engaged Consonant to provide services at the
request of and subject to the satisfaction of the Company's management; and
WHEREAS, a general description of the nature of the services performed by
Consonant and the compensation for such services under this Agreement are set
forth below; and
NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein, it is agreed:
1. The Company agrees to and does hereby engage Consonant for the one month
period which commenced as of May 31, 2001 and ends on June 30, 2001. The Company
hereby employs Consonant and Consonant hereby accepts such employment, and will
perform the services requested by management of the Company to its satisfaction
during the term hereof. All such services are to be performed only upon direct
authorization from the Company.
2. During the Term of this Agreement:
(a) Consonant shall provide to the Company consulting services
designed to assist the Company in marketing and product development activities
as related to the Company's copier related products and services. Such services
may include such tasks as are reasonably requested by the Company's management;
however, such services requested by the Company and to be provided by Consonant:
o shall not be investor relations services;
o shall not be shareholder communications services;
o shall not be of a promotional nature that would directly or
indirectly promote or maintain a market for the Company's
securities;
o shall not be in connection with or related to the offer or
sale of the Company's securities in a capital-raising
transaction.
(b) The services of Consonant are non-exclusive and subject to
Section 4 hereof, Consonant may render services of the same or similar nature,
as herein described, to an entity whose business is in competition with the
Company or the Company's clients, directly or indirectly.
3. The compensation payable by the Company to Consonant under this
Agreement shall be a total of 200,000 warrants to purchase 200,000 shares of the
Company's common stock. The warrants to purchase the 200,000 shares of common
stock shall be exercisable at $ 1.00 per share. The warrants are exercisable for
a period of five years from the date of this Agreement. The warrants shall not
be given, granted sold, exchanged, transferred, pledged, encumbered, assigned or
otherwise disposed of by Consonant, other than to members of the Joint Venture
known as Consonant Services Group, or in compliance with applicable securities
laws and rules, and they shall bear appropriate restrictive legend. In the event
the Company shall undergo a merger, consolidation, reorganization,
recapitalization, declare a stock dividend of its shares of common stock or
cause to be implemented a forward or reverse stock split which affects the
present number of issued and outstanding shares of common stock, the securities
issued under this Agreement shall be appropriately adjusted to reflect any such
event.
All services rendered by Consonant hereunder shall be rendered as an
independent contractor, and Consonant shall be liable for any FICA taxes,
withholding or other similar taxes or charges, and Consonant shall indemnify and
hold the Company harmless therefrom; it is understood and agreed that the value
of all such items has been taken into account by Consonant in computing the
compensation for the services Consonant agreed to render to the Company.
4. Consonant will not disclose to any other person, firm, or corporation,
nor use for its own benefit, during or after the term of this Agreement, any
trade secrets or other information designated as confidential by the Company
which are acquired by Consonant in the course of performing services hereunder.
A trade secret is information not generally known to the trade which gives the
Company an advantage over its competitors. Trade secrets can include, by way of
example, products or services under development, production methods and
processes, sources of supply, customer lists, marketing plans and information
concerning contract negotiations or the filing or pendency of patent
applications.
5. Consonant represents and warrants to the Company as follows:
(a) Consonant hereby accepts employment by the Company for the services
performed pursuant to this Agreement.
(b) Consonant represents and warrants that, by reason of income, net
assets, education, background and business acumen, Consonant has the experience
and knowledge in business and financial matters to evaluate the risks and merits
attendant to an investment in the securities of the Company, either singly or
through the aid and assistance of a competent professional, and is fully capable
of bearing the economic risk of loss of the total investment of services.
(c) None of the services rendered by Consonant and paid for by the
issuance of securities of the Company shall be services related to any "capital
raising" transaction or other prohibited service as described above.
6. The Company represents and warrants to the Company as follows:
(a) The Company has good and valid title to all other property
included in the balance sheet of the Company as of March 31, 2001, other than
property disposed of in the ordinary course of business after said date. Except
for the liens of Fleet Business Capital, and those liens associated with
operating and capital leases, the properties of the Company are not subject to
any mortgage, encumbrance, or lien of any kind except minor encumbrances which
do not materially interfere with the use of the property in the conduct of the
business of the Company.
(b) Consumation of this agreement will not constitute or result in a
breach or default under any provision of any charter, bylaw, indenture,
mortgage, lease or agreement, or any order, judgement, decree, law, or
regulation to which any property of the Company is subject or by which the
Company is bound, except for breaches or defaults which in the aggregate would
not have a materially adverse effect on the Company's properties, business
operations or financial condition.
7. (a) The Company and Consonant agree to indemnify and hold the other
harmless for any loss or damage resulting from any misstatement of a material
fact or omission to state a material fact by the other contained herein or
contained in the Registration Statement of the Company to be filed hereunder, to
the extent that any misstatement or omission contained in the Registration
Statement was based upon information supplied by the other.
(b) The Company agrees to indemnify and hold Consonant harmless from
and against all losses, claims, damages, liabilities, costs or expenses
including reasonable attorney's and accountant's fees arising out of the
performance of this Agreement, whether or not Consonant is a party to such
dispute. This indemnity shall not apply, however, where a court of competent
jurisdiction has made a final determination that Consonant engaged in misconduct
in the performance of its services hereunder which gave rise to the loss, claim,
damage, liability, cost or exposure sought to be recovered hereunder.
(c) The provision of this Section 6 shall survive the termination and
expiration of this Agreement.
8. This Agreement sets forth the entire understanding of the parties
relating to the subject matter hereof, and supersedes and cancels any prior
communications, understandings, and agreements between the parties. This
Agreement cannot be modified or changed, nor can any of its provisions be
waived, except by written agreement signed by all parties.
9. This Agreement shall be governed by the laws of the State of New Jersey.
Any dispute arising out of this Agreement shall be adjudicated in the courts of
the State of New Jersey or in the federal court for the Northern District of the
State of New Jersey, and the parties hereby agree that service of process upon
them by certified mail at the addresses shown in this Agreement shall be deemed
adequate and lawful.
10. Prior to the performance of services hereunder, this Agreement may be
terminated by mutual consent of the parties. The Agreement shall automatically
terminate at the expiration of the 31 day term hereof or upon 10 days' written
notice by either party; provided, however, all representations and warranties
shall survive the termination hereof; provided, further, however, that any
obligation of the Company to pay for any services actually rendered by the
Consonant hereunder shall survive any such termination.
11. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original but all of which together shall constitute one
and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement as of May 31,
2001.
CONSONANT SERVICES GROUP
By: /s/
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Xxxxx D'xxxx
CADAPULT GRAPHIC SYSTEMS, INC.
By: /s/
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Xxxxxxx Xxxxx, President
