CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (the "Agreement") is made this 29TH day of
July, 2002, by and between Ventures-National Incorporated, a Utah corporation
("Ventures"); Xxxxxx Services, Inc., a Utah corporation and financial
consulting firm ("Xxxxxx Services"); Xxxxx X. Xxxxxx, Xxxxxxx X. Xxxxxx,
Xxxxxx X. Xxxxxx and Xxxxxx X. Xxxxxxx, ("Employee Consultants") who are
Xxxxxx Services' principals and/or employees who will be rendering some of the
services covered by this Agreement, and Xxxxx X. Xxxxxx, an individual, and
Xxxxxxx X. Xxxxxxxxxx, Esq., legal counsel to Xxxxxx Services, who will also
be rendering services hereunder ("Other Consultants" and collectively with the
Employee Consultants, the "Consultants").
WITNESSETH:
WHEREAS, Xxxxxx Services, by and through the Employees
Consultants, and the Other Consultants, individually and under the direction
of Xxxxxx Services, have been previously engaged by Ventures to render the
service to Ventures as set opposite the respective names of the Consultants
below; and
WHEREAS, Ventures has provided Xxxxxx Services and the Consultants
with access to all material information concerning its organization, financial
condition, management, present and intended business operations or other
available information and has made its directors and executive officers
available to answer questions posed by Xxxxxx Services and the Consultants
regarding such information; and
WHEREAS, Xxxxxx Services and the Consultants are "accredited
investors" or "sophisticated investors" as those terms are defined in Rule 506
of Regulation D of the Securities and Exchange Commission and have had access
to all material information concerning Ventures, its organization, financial
condition, management, present and intended business operations and other
available information, and have had the opportunity to ask questions of
Ventures' directors and executive officers with respect to such information
and that all questions posed to these persons by such Consultants have been
answered to their complete satisfaction; and
WHEREAS, Ventures intends to complete, along with the execution
and delivery of this Agreement, an Agreement and Plan of Merger (the "Merger
Agreement") among Ventures, its newly formed wholly-owned subsidiary, Titan
EMS Acquisition Corp., a Delaware Corporation (the "Titan Subsidiary"), and
Titan EMS, Inc., a Delaware corporation ("Titan Delaware"), pursuant to which
Ventures has been required to make certain material representations and
warranties and may be required to provide historical information and
documentation respecting Ventures to the other parties to the Merger Agreement
and to compile and file reports that will be required to be filed by Ventures
with the Securities and Exchange Commission; and
WHEREAS, Ventures desires to contract with Xxxxxx Services and the
Consultants, who have access to information respecting Ventures by virtue of
the services that they have provided to Ventures in the past, as outlined
below, to provide any such information that is requested in writing by
Ventures following the closing of the Merger Agreement and for a period of 90
days thereafter; and
WHEREAS, Ventures and Xxxxxx Services have discussed the issuance
of securities of Ventures to the Consultants as consideration for the
respective services to be rendered by Xxxxxx Services and the Consultants
hereunder, with the understanding that a portion of such securities would be
registered on Form S-8 of the Securities and Exchange Commission, to the
extent that such Form is available for the registration of such securities, or
on such other registration statement form that may be available for the
registration of such securities; and
WHEREAS, the Consultants have rendered the services outlined below
for the benefit of Ventures in the past and agree hereunder to provide all
information in their possession related to these services at reasonable times
that is requested in writing by Ventures following the closing of the Merger
Agreement for a period of 90 days thereafter; and
NOW, THEREFORE, for and in consideration of the mutual promises
and covenants hereinafter set forth and the benefits to the parties to be
derived therefrom, it is hereby agreed as follows:
1. Services. The Consultants and Xxxxxx Services are hereby
retained by Ventures to serve as independent consultants to provide advice,
documentation and information only to Ventures as such services are described
below. The Consultants agree to provide such services to Ventures as Ventures
may from time to time reasonably request in writing for a period of 90 days
from the closing of the Merger Agreement, including, without limitation during
the term hereof, advice within the expertise of Xxxxxx Services and the
Consultants respecting the (i) adoption and implementation of a business plan;
(ii) the structuring of any proposed acquisition of plant, property, assets or
business by direct purchase, reorganization or merger, including bankruptcy
reorganizations; and (iii) introductions to potential business partners, along
with providing copies of all relevant documentation prepared or assembled in
connection with the rendering of their prior services, with Ventures to pay
reasonable copying and shipping charges for such documentation. Xxxxxx
Services shall make the Consultants available during reasonable business hours
to perform all services reasonably requested by Ventures under this Agreement;
provided, however, no services rendered hereunder shall be "capital raising"
services as that term is defined in applicable securities laws, rules and
regulations, or services that may be deemed to be services that promote or
maintain a market for the securities of Ventures.
2. Term. This Agreement shall remain in full force with respect
to each of Xxxxxx Services and the Consultants for a period of 90 days
following the Effective Time (as defined in the Merger Agreement).
3. Compensation. Ventures shall pay, and Xxxxxx Services and the
Consultants shall accept, an aggregate fee $30,000 comprised of:
(i) 100,000 shares of Ventures common stock, which shall be
payable immediately upon execution of this Agreement, all to
be issued pursuant to and in accordance with this Agreement
and the resolutions of the Board of Directors of Ventures
adopting this Agreement and providing for registration of
all 100,000 shares on Form S-8 of the Securities and
Exchange Commission at the sole cost and expense of
Ventures, all fully paid and non-assessable; and
(ii) 200,000 shares of Ventures common stock that are "restricted
securities" within the meaning of Rule 144 of the Securities
and Exchange Commission, all fully paid and non-assessable.
The issuance of these securities shall be in full payment of
all services rendered by Xxxxxx Services and the Consultants
hereunder. [Each of the Consultants shall make himself
available to Ventures for a period of one hour for every
5,000 shares or any fraction thereof to be issued to any of
the Consultants, or one hour for one to 5,000 shares, and so
forth, for example, and Xxxxxx Services shall, through these
Consultants, provide an additional 20 hours of consultation
in connection with the services outlined above.] Xxxxxxx X.
Xxxxxxxxxx, Esq. shall also prepare the aforesaid S-8
Registration Statement for and on behalf of Ventures and the
Consultants for no additional legal fees. In consideration
of this Agreement, Xxxxxx Services and the Consultants
hereby compromise and settle any and all other obligations
of any type or nature whatsoever of Ventures to each or any
of them for the services that they have previously performed
to or for the benefit of Ventures as outlined below or
otherwise, except for fees payable to Xxxxxxx X. Xxxxxxxxxx,
Esq. under the Merger Agreement. The shares shall divided
among the Consultants and Xxxxxx Services as follows:
Number of S-8 Number of
Name and Address Registered Shares Restricted Shares
Xxxxx X. Xxxxxx 19,440 38,880
0000 Xxxxx 000 Xxxx, Xxxxx 000
Xxxx Xxxx Xxxx, Xxxx 00000
Services: Supervising of all services rendered and review of all corporate
governance since the date of a Court ordered Annual Meeting of Stockholders
held March 9, 2000 (the "2000 Annual Meeting"); and will continue in this
capacity during the term hereof.
Xxxxxxx X. Xxxxxx 19,440 38,880
0000 Xxxxx 000 Xxxx, Xxxxx 000
Xxxx Xxxx Xxxx, Xxxx 00000
Services: Supervising of all services rendered and review of all corporate
governance since the date of a Court ordered Annual Meeting of Stockholders
held March 9, 2000 (the "2000 Annual Meeting"); and will continue in this
capacity during the term hereof.
Xxxxxx X. Xxxxxx 19,440 38,880
0000 Xxxxx 000 Xxxx, Xxxxx 000
Xxxx Xxxx Xxxx, Xxxx 00000
Services: Reviewed and tracked all XXXXX filings of Ventures since the 2000
Annual Meeting and will continue in this capacity during the term hereof.
Xxxxxx X. Xxxxxxx 14,580 29,160
0000 Xxxxx 000 Xxxx, Xxxxx 000
Xxxx Xxxx Xxxx, Xxxx 00000
Services: Prepared quarterly unaudited financial information since the 2000
Annual Meeting and ensured review by accountants; assisted in NASD filing of
Form 211 for OTC Bulletin Board quotations; and will continue in this capacity
during the term hereof.
Xxxxx X. Xxxxxx 8,100 16,200
0000 Xxxxxxxx Xxxx., #000
Xxxxx Xxxxxx, XX 00000
Services: Drafted corporate minutes and compiled all XXXXX filings since the
2000 Annual Meeting; Prepared documentation for prior re-capitalizations; and
will continue in this capacity during the term hereof.
Xxxxxxx X. Xxxxxxxxxx, Esq. 19,000 38,000
Xxxxx 000, 000 Xxxx 000 Xxxxx
Xxxx Xxxx Xxxx, Xxxx 00000
Services: Reviewed all reports and registration statements filed by Ventures
with the Securities and Exchange Commission since the 2000 Annual Meeting,
prepared this Consulting Agreement and the Consent of Directors adopting it
and will prepare the S-8 Registration Statement that is to be filed with the
Securities and Exchange Commission.
Xxxxxx Services 0 0
5525 South 000 Xxxx, Xxxxx 000
Xxxx Xxxx Xxxx, Xxxx 00000
Total Shares: 100,000 200,000
4.Independent Contractors. Xxxxxx Services and the
Consultants are and have been retained under the terms of this Agreement as
independent contractors and nothing herein shall be construed as creating an
employer/employee relationship between the parties or their principals or
employees. Xxxxxx Services and the Consultants shall be solely liable for the
payment of any taxes imposed or arising out of the payment of the compensation
to it by Ventures as set forth in this Agreement.
5.Termination for Cause. Ventures may terminate this
Agreement during its term for cause which shall be established by showing one
or more of the following:
(1) Xxxxxx Services or any Consultant has materially breached
the terms of this Agreement and, as a result, Ventures has
suffered damages;
(2) Xxxxxx Services or any Consultant, in the determination of
the Board of Directors of Ventures, has been grossly
negligent in the performance of their duties hereunder;
(3) Xxxxxx Services or any Consultant has substantially failed
to perform the duties requested in writing by Ventures, on
action by the Board of Directors, under the terms of this
Agreement after 10 days written notice setting forth the
details of such alleged substantial failure, provided that
the alleged lack of performance in not fulfilled with such
10 day period by Xxxxxx Services and/or the Consultants; or
(4) Xxxxxx Services or the Consultants have engaged in material,
willful, or gross misconduct in the performance of its
duties hereunder.
No termination under this Section shall have any effect on fees paid to Xxxxxx
Services or the Consultants to the date of any such termination.
6.Nondisclosure of Information. Xxxxxx Services and the
Consultants agree that, during the term of this Agreement and thereafter, none
will, directly or indirectly, disclose to any person not authorized by
Ventures to receive or use such information, any of Ventures' confidential or
proprietary data, information, or techniques ("Confidential Information"), or
give to any person not authorized by Ventures to receive it any information
that is not generally known to anyone other than Ventures or that is
designated by Ventures as "limited," "private," "confidential," or otherwise
marked to indicate its confidential nature. Xxxxxx Services and the
Consultants will each return or destroy all copies of any Confidential
Information, in any format whatsoever, to Ventures on termination or
expiration of this Agreement.
7.Assignment. This Agreement may not be assigned by Ventures
without the prior written consent of the other parties; neither Xxxxxx
Services nor the Consultants can assign this Agreement or any right conferred
upon each or any of them hereunder.
8.Entire Agreement. Except as indicated in the recitation at
the forefront of this Agreement, this Agreement supersedes any and all other
agreements, oral or written, between the parties with respect to the subject
matter hereof, and no other agreement, statement or promise relating to the
subject matter of this Agreement which is not contained or referred to herein
shall be valid or binding.
9. Governing Law. This Agreement shall be governed by and
interpreted in accordance with the laws of the State of Utah without giving
effect to the principles of conflicts of laws.
10.Severability. If, and to the extent that, any court of
competent jurisdiction holds any provision of this Agreement to be invalid or
unenforceable, such holding shall in no way affect the validity of the
remainder of this Agreement.
11.Waiver. No failure by any party to insist on the strict
performance of any covenant, duty, agreement, or condition of this Agreement,
or to exercise any right or remedy consequent on a breach thereof, shall
constitute a waiver of any such breach or any other covenant, agreement, term,
or condition.
VENTURES-NATIONAL INCORPORATED.
Dated: 8/22/02 By /s/ Xxxx Xxxxxxxxxx
Its President
XXXXXX SERVICES, INC.
Dated: 8/21/02 By /s/ Xxxxx X. Xxxxxx
Its President
CONSULTANTS
Dated: 8/21/02 /s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
Dated: 8/20/02 /s/ Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
Dated: 8/21/02 /s/ Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx
Dated: 8/21/02 /s/ Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx
Dated: 8/20/02 /s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
Dated: 8/21/02 /s/ Xxxxxxx X. Xxxxxxxxxx, Esq.
Xxxxxxx X. Xxxxxxxxxx, Esq.
