Exhibit 10.8A
Consulting Agreement
THIS CONSULTING AGREEMENT ("Agreement") is entered into this 1st day of
December 1998 by ad between Ginsite Materials, Inc. (NASDAQ BB: GSIT) a Florida
corporation ("The Company:), and Intercontinental Capital Corp. ("Consultant") a
Georgia corporation.
RECITALS
A. Consultant, through the expenditure of considerable money, time and
effort, has created and developed, and is continuing to improve an efficient
system for providing financial services (The "Services") to private and public
companies.
B. The Company desires to obtain the assistance of Consultant, and
Consultant is willing to provide such assistance, with respect to the Services.
Now, Therefore, in consideration of the mutual covenants and promises contained
herein, the sufficiency of which is hereby acknowledged by each of the parties.
The Company and Consultant hereby agrees as follows:
1. Appointment as Consultant / Scope of Services. The Company hereby engages
Consultant as a consultant in connection with the Services. Consultant hereby
agrees to perform such consulting services upon the terms and conditions
hereinafter set forth. Consultant shall have an exclusive right to perform such
services agreed upon regarding the placement of common shares of GSIT.
2. Term. This Agreement shall be initially for a period of Three (3) months, and
is subject to continued acceptable performance as determined by the Company. The
Company reserves the right to cancel this agreement if Consultants performance
is not acceptable at the sole discretion of the Company. Any additional closings
or advances made between the parties introduced through this agreement for a
period of One (1) year form this date shall provide for the same terms and
conditions regarding compensation as identified in section 4 of this agreement.
At the conclusion of 1 year from the signing of this agreement no additional
payments will be made to the Consultant unless a new agreement is entered into.
3. Services of the Consultant. (A) Consultant agrees that during the term of
this agreement, unless this agreement is sooner terminated pursuant to its
terms, consultant shall perform the Services, including more specifically those
services described in Schedule (A) attached hereto and incorporated herein by
reference (collectively "The Services"). The parties agree that the work
performed by Consultant will be governed by the general terms and conditions of
this agreement, which will be controlling. (B) The services performed by
Consultant may be performed at days and times, and in the order and sequence as
consultant deems desirable
Note: Per Xxxxxx Xxxxx, CFO, contract was not renewed after 3 month period due
to non- performance by Intercont'l. /s/CMH 3/3/99
4. Compensation. As compensation for Consultant's services as a consultant
pursuant hereto, the Company agrees to: Pay consultant for its services (a
"Closing") for any purchaser/Securities firm etc. it identified and that is
acceptable to GSIT/Seller a fee equal to 5.0% of the gross proceeds. Company
further authorized the payment of the cash portion of this agreement to be
deducted from the gross proceeds at closing and paid per Consultant's wire
instructions from either the Seller or from the Company.
5. Expenses. Consultant shall be responsible for any and all of its expenses
incurred in connection with the performance of the services.
6. Arbitration. The parties shall resolve any disputes arising hereunder before
a panel of three arbitrators selected to pursuant to and run in accordance with
the rules of the American Arbitration Association. The arbitration shall be held
in Miami. Each party shall bear their own attorney's fees and costs of such
arbitration. Disputes under this agreement as well all of the terms and
conditions of this Agreement shall be governed in accordance with and by the
laws of the State of Florida (without regard to its conflicts of law
principles). The successful party in the arbitration proceedings shall be
entitled to seek an award of reasonable attorney's fee's from the Arbitrators.
7. Obligations of the Company. The Company hereby agrees to cooperate with the
Consultant and to provide Consultant with access to all information reasonably
requested by Consultant related to the services.
8. Representations and Warranties of the Consultant. Consultant hereby
represents and warrants as of the date hereof each of the following: (a)
Consultant has the requisite power and authority to enter into this agreement
and to carry out its obligations hereunder. The execution and delivery of this
agreement by Consultant and the consummation by Consultant of the transactions
contemplated hereby have been duly authorized by Consultant, and no other action
on the part of the Consultant is necessary to authorize this agreement and such
transaction.
9. Representations and Warranties of the Company. Company hereby represents and
warrants as of the date hereof each of the following: (a) The Company has the
requisite corporate power and authority to enter into the agreement and to carry
out its obligations hereunder. The execution and delivery of this agreement by
the Company and the consummation by Company of the transactions contemplated
hereby have been duly authorized by the Company, and no other corporate
proceedings on the part of the Company are necessary to authorize this agreement
and such transaction.
I. The Consultants services shall include but not be limited to the following:
a. Consultant shall act generally as an adviser to the Company with
respect to potential investors introduced to the Company by the Consultant.
b. As the Company shall request or direct, Consultant shall assist in
establishing and advising the Company with respect to meetings with members of
the financial community, both in the United States and foreign.
II. The Parties recognize that certain responsibilities and obligations are
imposed by both US and foreign securities laws as well as by the applicable
rules and regulations of the NASDAQ, in-house "due diligence" or "compliance"
departments of Brokerage houses, etc. Accordingly Consultant agrees to the
following limitations on services:
1. Consultant shall NOT release any financial or other information or
data about the Company without the consent and approval of the Company.
2. Consultant shall NOT conduct any meeting with financial analyst
without informing the Company in advance of the proposed meeting and the format
or agenda of such meeting and the Company may elect to have a representative of
the Company attend such meeting.
3. Consultant shall NOT release and information of data about the
Company to any selected or limited person(s) entity, or group if Consultant is
aware that such such information of data has been generally released or
promulgated.
4. Consultant shall NOT take any action or advise or knowingly permit
the Company to take any actions, which would violate any foreign securities laws
or rules and regulations issued thereunder.
III. It is understood that this agreement is reciprocal between the signatories
concerning their privileged information and contracts, including but not limited
to the covenants, terms and conditions contained therein.
IV. The signatories of this document agree that no effort shall be made to
circumvent this agreement or the agreed terms thereof in an effort to gain fees,
commissions, remunerations or considerations to the benefit of one or more of
the signatories of this document, while excluding equal or agreed benefit to any
other signatories of this document.
10. Notices. Any notice of communication to be given under the terms of this
agreement shall be in writing and delivered in person or deposited certified or
registered, in the United States mail, postage prepaid, addressed as follows:
If to Consultant: Intercontinental Capital Corp.
Att: Xxxxxx Xxxxxxxxx
0000 Xxxxxxx Xx. #000
Xxxxxxx, Xx. 00000 770-551-9570 fx: 551-9503
If to the Company: Ginsite Materials, Inc.
Att: Xx. Xxxxxx Xxxxx, CFO
0000 Xxxx Xxxxxxx Xxxx.
Xxxxxxxxxx, Xx. 00000 954-321-9616 fx: 321-9667
11. Entire Agreement. This agreement constitutes and embodies the full and
complete understanding and agreement of the Parties hereto with respect to the
subject matter hereof and
supersedes all prior understandings whether oral or in writing and may not be
modified except by writing signed by the Parties hereto.
IN WITNESS WHEREOF, this Consulting Agreement has been executed as of the day
and year first written below.
Company: Ginsite Materials, Inc.
By: /s/ Xxxxxx Xxxxx date: Dec. 1, 1998
--------------------------
Xxxxxx Xxxxx, CFO
Consultant: Intercontinental Capital Corp.
By: /s/ Xxxxxx Xxxxxxxxx Date: December 1, 1998
----------------------------
Xxxxxx Xxxxxxxxx, President
0000 Xxxxxxx Xx #000, Xxxxxxx, Xx. 00000 770-551-9570 fx 9503
