CONSULTING AGREEMENT
AGREEMENT made this 13th day of April, 1998, by and between UNITED
INFORMATION SYSTEMS, INC., a Delaware corporation ("UISI"), and PREFERRED
SECURITIES GROUP, INC. ("PSC").
NOW, THEREFORE, in consideration of the premises and the obligations
undertaken by the parties pursuant hereto, the parties agree:
I. RECITALS
1.1 UISI. UISI is engaged in the manufacture and sale of
computers and related products in Brazil.
1.2 PSC. PSC is a broker-dealer registered with the Securities
and Exchange Commission ("SEC") and a member of the National
Association of Securities Dealers ("NASD"). PSC also
provides consulting services including rendering advice on
matters related to corporate finance and other matters.
II. RETENTION, SERVICES AND DUTIES
2.1 Retention. UISI hereby retains PSC on a non-exclusive basis
and PSC hereby accepts agrees to provide consulting services
to UISI on corporate finance and other financial matters,
subject to all the provisions hereof.
2.2 Duties. During the term of this agreement, PSC shall provide
UISI with such regular and customary consulting services as
are reasonably requested by UISI, provided that PSC shall
not be required to undertake duties not reasonably within
the scope of consulting services in which it is engaged
generally. PSC's duties may include, but will not
necessarily be limited to the following consulting services:
2.2.1 Disseminating permissible information about UISI to
the investment community at large.
2.2.2 Rendering advice and assistance in connection with
the preparation of annual and interim reports and
press releases.
2.2.3 Attempting to assist in UISI's financial public
relations.
2.2.4 Attempting to assist in, on behalf of UISI, at
appropriate times, meetings with securities
analysts or various investment banking firms.
2.2.4.1 Providing advice and analysis with
respect to trading in UISI's
securities and other market
conditions generally.
2.3 Confidentiality. PSC will use its best efforts not to
disclose or otherwise use in an authorized manner
confidential business and documents of UISI without the
express written consent of UISI while this Agreement is in
effect or after this Agreement is terminated.
III. COMPENSATION
3.1 Consulting Fee. PSC will be entitled to receive a consulting
fee of $120,000 per annum, to be paid $10,000 on the 1st of
each month for 12 months.
3.2. Warrants. Concurrently with signing of this agreement, PSC
shall irrevocably receive two-year warrants ("warrants") to
purchase 225,000 shares of Common Stock Exercisable on the
date of vesting (see 3.2.2) with exercise prices at $6.50
per share.
3.2.1 The warrants and the shares of Common Stock
underlying all of the warrants shall be registered
in the next registration statement to be filed by
UISI, which UISI represents will be filed within
the next 30 days and UISI will use its best efforts
to have the registration statement declared
effective as promptly as possible. It will be
considered a breach of this agreement if the
registration statement is not filed within 3 months
of the date of this agreement. PSC will supply to
UISI a form of warrant. All of such warrants, at
the option of PSC, shall be exercisable on a "net
exercise basis."
3.2.2 Vesting of Warrants. PSC will vest one-tenth
(1/10th) of the 225,000 warrants per month for 10
months beginning 90 days from the signing of this
agreement. PSC will therefore be entitled to
receive 22,500 warrants per month for 10 months.
IV. TERM OF AGREEMENT
4.1 Term. This agreement will terminate on the first anniversary of
the date of this agreement, unless terminated by either party as
hereinafter provided.
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4.2 Termination by UIS. UISI shall have the right upon sixty (60)
days prior written notice to terminate this Agreement if PSC shall
apply for or consent to the appointment of a receiver, trustee, or
liquidator of all or part of its assets, file a voluntary petition in
bankruptcy, admit in writing its inability to pay its debts as they
become due, make a general assignment for the benefit of creditors,
or file a petition or an answer seeking reorganization or an
arrangement with creditors; or if any order, judgment, or decree
shall be entered by a court of competent jurisdiction adjudicating
PSC as bankrupt or insolvent, or approving a petition seeking
reorganization, or appointing a receiver, trustee or liquidator of
PSC or of a substantial part of its assets, and such order, judgment
or decree shall continue unstayed and in effect for a period of sixty
(60) consecutive days.
4.3 Termination by PSC. PSC shall have the right upon ninety (90)
days prior written notice to terminate this Agreement.
4.4 Termination By Either Party. In addition, and without prejudice
to any other rights it may have to terminate this Agreement or to
seek other available remedies for breach of contract, either party
shall have the right at anytime, by giving written notice to the
other party, to terminate this Agreement upon a date specified
therein, which shall not be less than thirty (30) days from the date
notice is given, upon the occurrence of any of the following events
of default:
4.1.1 If the other party shall fail to make any payment
which it is obligated to make pursuant to the terms of this Agreement
and such failure shall continue for a period of thirty (30) days
after notice thereof to the defaulting party.
4.4.2 If the party shall fail to keep, observe or perform
any material covenant, agreement, term or provision of this
Agreement, other than an obligation to pay money, to be kept,
observed or performed by such party, and such failure shall continue
for a period of thirty (30) days after written notice thereof to the
defaulting party.
4.5 Payment Upon Termination. If this Agreement is terminated by
either party, the current and accrued consulting fee due PSC pursuant
to Section 3.1 shall be paid to PSC by UISI within ten (10) days of
such termination.
V. MISCELLANEOUS
5.1 Indemnification. PSC will have no liability whatever for damages
suffered by any person or entity on account of the dishonesty, willful
misconduct or negligence of any employee of UISI. UISI agrees to indemnify PSC
and hold it harmless from any and all liability, including reasonable
attorney's fees, caused by or resulting from the negligent or intentional acts
or omissions of UISI, or any officer, director, or employee thereof, or of any
employee or agent of UIS.
5.2 Indemnification by PSC. PSC shall be liable to UISI for, and
agrees to indemnify and hold it harmless from, and all liability, including
reasonable attorney's fees,
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caused by or resulting from the willful negligent or intentional acts or
omissions of any officer, director, partner or employee of PSC.
5.3 Successors. All the provisions herein contained shall be binding
upon and inure to the benefit of the successors (including resulting
corporations in a merger, consolidation or other reorganization) and assigns
of PSC and UISI to the same extent as if each such successor and assign where
in each case named as a party to this Agreement.
5.4 Restriction on Assignment. Neither party hereto may assign its
interest in or delegate the performance of its obligation under this Agreement
to any person without obtaining the prior written consent of the other party.
5.5 Rights Cumulative; No Waiver. No right or remedy herein conferred
upon or reserved to either of the parties hereto is intended to be exclusive
of any other right or remedy, and each and every right and remedy shall be
cumulative and in addition to any other right and remedy given hereunder, or
now and hereafter legally existing upon the occurrence of an event of default
hereunder. The failure to either party to insist at any time upon the strict
observance or performance of any of the provisions of this Agreement or to
exercise any right or remedy as provided in this Agreement, shall not impair
any such right or remedy, or be construed as a waiver or relinquishment
thereof with respect to subsequent defaults. Every right and remedy given by
this Agreement to the parties hereto may be exercised from time to time and as
often as may be deemed expedient by the parties, as the case may be.
5.6 Headings. The headings to the various sections of this Agreement
have been inserted for convenience of reference only and shall not modify,
define, limit or expand the express provisions of this Agreement.
5.7 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, and each counterpart shall
together constitute but one and the same agreement.
5.8 Notices. All notices, requests, demands and other communications
hereunder shall be in writing and shall be deemed to have been duly given, if
by hand delivered, upon receipt thereof, or if mailed by certified or
registered mail, postage prepared, three (3) days following deposit in the
U.S. Mail and, in any event, to be addressed as follows:
If to PSC:
C/O Xxxxxx Xxxxxxxxx
Preferred Securities Group, Inc.
0000 X. Xxxxxxx Xxxxxxx
Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
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If to UISI:
0000 Xxxxxxxxx 000xx Xxxxx
Xxxx 0
Xxxxx, Xxxxxxx 00000
C/O President
Or to such other person and address as the parties may designate in writing.
5.9 Effect on Invalidity. Should any part of this Agreement, for any
reason be declared invalid, such decision shall not effect the validity of any
remaining portion, which remaining portion shall remain in full force an
effect as if this Agreement had been executed with the invalid portion thereof
eliminated.
5.10 Authorization for Agreement. The execution and performance of
this Agreement by UISI and PSC have duly authorized by all necessary
resolutions or corporate or partnership action, and this Agreement constitutes
a valid and binding obligation of UISI and PSC, enforceable against each of
them in accordance with its terms.
5.11 Notice of Claims. Any party shall immediately give notice of any
claim against it to any party from whom it intends to seek indemnity pursuant
to Section 5.1 or 5.2 hereof.
5.12 This agreement supersedes prior contractual agreement signed
March 1998.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their duly authorized representatives as of the day and year
first above written.
UNITED INFORMATION SERVICES, INC.
By: /s/ Xxxxxxx Xxxxxx Date: 4-22, 1998
----------------------------------- ------
Name: Xxxxxxx Xxxxxx
---------------------------------
Title: CFO
--------------------------------
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PREFERRED SECURITIES GROUP, INC.
By:_______________________________ Date: _____________, 1998
Name:_____________________________
Title:____________________________
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