CONSULTING AGREEMENT
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AGREEMENT made this 8th day of May, 1998, by and between EH
Associates, a consulting firm domiciled in the State of New York hereinafter
referred to as the "Consultant", and Sureal International, Inc. whose
principal place of business is located at in Orem, Utah hereinafter referred
to as "Company."
WHEREAS, the Company desires to engage the services of the Consultant
to perform consulting services for the Company regarding as an independent
contractor and not as an employee; and
WHEREAS, Consultant desires to consult with the Board of Directors,
the officers of the Company, and the administrative staff, and to undertake
for the Company consultation as to the direction of certain functions in said
management of;
NOW, THEREFORE, it is agreed as follows:
1. Term. The respective duties and obligations of the contracting parties
shall be for a period of five years commencing on , 19 , and may be
terminated by either party after three years by giving ninety (90) days'
written notice to the other party at the addresses stated above or at an
address chosen subsequent to the execution of this agreement and duly
communicated to the party giving notice. This Agreement shall
automatically renew each year thereafter, unless either party gives sixty
(60) days written notice to the other party of his intent not to renew
for an additional period.
2. Consultations. Consultant shall be available to consult with the Board of
Directors, the officers of the Company, and the heads of the
administrative staff, at reasonable times, concerning matters pertaining
to the organization of the administrative staff, the fiscal policies of
the Company, the relationship of the Company with its employees or with
any organization representing its employees, and, in general, the
important problems of concern in the business affairs of the Company.
Consultant shall not represent the Company, its Board of Directors, its
officers or any other members of the Company in any transactions or
communications nor shall Consultant make claim to do so.
3. Liability. With regard to the services to be performed by the Consultant
pursuant to the terms of this agreement, the Consultant shall not be
liable to the Company, or to anyone who
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may claim any right due to any relationship with the Corporation, for any
acts or omissions in the performance of services on the part of the
Consultant or on the part of the agents or employees of the Consultant,
except when said acts or omissions of the Consultant are due to willful
misconduct or gross negligence. The Company shall hold the Consultant
free and harmless from any obligations, costs, claims, judgments,
attorneys' fees, and attachments arising from or growing out of the
services rendered to the Company pursuant to the terms of this agreement
or in any way connected with the rendering of services, except when the
same shall arise due to the willful misconduct or gross negligence of the
Consultant and the Consultant is adjudged to be guilty of willful
misconduct or gross negligence by a court of competent jurisdiction.
4. Compensation. The Consultant shall receive compensation from the Company
for the performance of the services to rendered to the Company pursuant
to the terms of the agreement of not less than $75,000 per year payable
in monthly instalments. In addition, the Company shall reimburse the
Consultant per diem for any reasonable out of pocket expenses incurred by
the Consultant pursuant to the terms of this agreement. Consultant shall
be paid a bonus or success fee, as determined by the Board of Directors
or the Compensation Committee thereof, for strategic acquisitions or
mergers in which Consultant participates. The compensation set forth in
this Agreement shall be adjusted if Consultant consistently devotes more
than eight business days a month to serving the Company.
5. Arbitration. Any controversy or claim arising out of or relating to this
contract, or the breach thereof, shall be settled by arbitration in
accordance of the rules of the American Arbitration Association, and
judgment upon the award rendered by the arbitrator(s) shall be entered in
any court having jurisdiction thereof. For that purpose, the parties
hereto consent to the jurisdiction and venue of an appropriate court
located in Suffolk County, State of New York. In the event that
litigation results from or arises out of -- this Agreement or the
performance thereof, the parties agree to reimburse the prevailing
party's reasonable attorney's fees, court costs, and all other expenses,
whether or not taxable by the court as costs, in addition to any other
relief to which the prevailing party may be entitled. In such event, no
action shall be entertained by said court or any court of competent
jurisdiction if filed more than one year subsequent to the date the
cause(s) of action actually accrued regardless of whether damages were
otherwise as of said time calculable.
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IN WITNESS WHEREOF, the parties have hereunto executed this Agreement on
the_____________day of_______________, 19____.
"Company"
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Witness Company Name
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Witness ---------------------------
"Consultant"
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Witness Firm's Name (if applicable)
----------------------- By:
Witness ---------------------------
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