CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement"), effective as of January 7, 2005 is
entered into by and between SECURED SERVICES INC a Delaware corporation (herein
referred to as the "Company") and Crosslink Resources, Inc. a California
corporation (herein referred to as the "Consultant").
RECITALS
WHEREAS, Company is a publicly-held corporation with its common stock trading on
the OTC Bulletin Board; and
WHEREAS, Company desires to engage the services of Consultant to represent the
company in investors' communications and public relations with existing
shareholders, brokers, dealers and other investment professionals as to the
Company's current and proposed activities, and to consult with management
concerning such Company activities;
NOW THEREFORE, in consideration of the promises and the mutual covenants and
agreements hereinafter set forth, the parties hereto covenant and agree as
follows:
1. TERM OF CONSULTANCY. Company hereby agrees to retain the Consultant to act
in a consulting capacity to the Company. and the Consultant hereby agrees
to provide services to the Company commencing once this contract has been
executed and ending on December 31 2007 unless terminated by either party
after the first one hundred eighty (180) days of the contract period. After
the first one hundred and eighty (180) days of the contract period, either
party may terminate this Agreement upon ten (10) days prior written notice.
The termination notice shall be sent by overnight service by the
terminating party to the terminated party's current corporate address.
2. DUTIES OF CONSULTANT. The Consultant agrees that it will generally provide
the following specified consulting services:
(a) Consult and assist the Company in developing and
implementing appropriate plans and means for presenting the Company and
its business plans, strategy and personnel to the financial community,
establishing an image for the Company in the financial community, and
creating the foundation for subsequent financial public relations
efforts; Metrics:
(i.) Define and list target financial community
(ii.) Input and critic of Business Plan, Budget, and
Presentation IR and Funding presentation material
(iii.) Coordinate with company's PR firm on a scheduled basis
(b) Introduce the Company and arrange to have the Company
present to relevant parties of the financial community including the
following Metrics:
(i.) 10 Retail Brokers by February 25th, 2005
(ii.) Additional 10 Retail Brokers by April 30th, 2005
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(iii.) Minimally, three new conference calls by quarter
beginning in Q2, 2005
(c) With the cooperation of the Company, maintain an awareness
during the term of this Agreement of the Company's plans, strategy and
personnel, as they may evolve during such period, and consult and assist
the Company in communicating appropriate information regarding such
plans, strategy and personnel to the financial community; Metrics:
(i.) Maintain minimally quarterly update to institutional
investors
(d) Assist and consult the Company with respect to its (i)
relations with stockholders, (ii) relations with brokers, dealers,
analysts and other investment professionals, and (iii) financial public
relations generally; Metrics:
(i.) Develop road map with names, recommended timing,
specific goals (ie two new analysts picking up
coverage by June 30th) on an annual basis
(e) Perform the functions generally assigned to stockholder
relations and public relations departments in major corporations,
including responding to telephone and written inquiries (which may be
referred to the Consultant by the Company); preparing press releases for
the Company with the Company's involvement and approval of press
releases, reports and other communications with or to shareholders, the
investment community and the general public; consulting with respect to
the timing, form, distribution and other matters related to such
releases, reports and communications; and, at the Company's request and
subject to the Company's securing its own rights to the use of its
names, marks, and logos, consulting with respect to corporate symbols,
logos, names, the presentation of such symbols, logos and names, and
other matters relating to corporate image;
(f) Upon the Company's direction and approval, disseminate
information regarding the Company to shareholders, brokers, dealers,
other investment community professionals and the general investing
public;
(g) Upon the Company's approval, conduct meetings, in person
or by telephone, with brokers, dealers, analysts and other investment
professionals to communicate with them regarding the Company's plans,
goals and activities, and assist the Company in preparing for press
conferences and other forums involving the media, investment
professionals and the general investment public;
(h) At the Company's request, review business plans,
strategies, mission statements budgets, proposed transactions and other
plans for the purpose of advising the Company of the public relations
implications thereof; and,
(i) Otherwise perform as the Company's consultant for public
relations and relations with financial professionals.
3. ALLOCATION OF TIME AND ENERGIES. The Consultant hereby promises to perform
and discharge faithfully the responsibilities which may be assigned to the
Consultant from
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time to time by the officers and duly authorized representatives of the
Company in connection with the conduct of its financial and public
relations and communications activities, so long as such activities are in
compliance with applicable securities laws and regulations. Consultant and
staff shall diligently and thoroughly provide the consulting services
required hereunder. Although no specific hours-per-day requirement will be
required, Consultant and the Company agree that Consultant will perform the
duties set forth herein above in a diligent and professional manner. It is
explicitly understood that Consultant's performance of its duties hereunder
will in no way be measured by the price of the Company's common stock, nor
the trading volume of the Company's common stock.
Metrics:
(i.) Quarterly activity report on IR activities
4. Remuneration. As full and complete compensation for services described in
this Agreement, the Company shall compensate Consultant as follows:
SUMMARY STOCK WARRANTS
TERMS
Earned at 2005 raise 100,000
Earned at signing IR agreement 50,000
Earned monthly at 3,000 per month 72,000
Earned at 24 month anniversary 50,000 50,000
NOTES:
Signing warrants to be issued at last raise valuation of $1.96.
All shares issued at raise price expected to be at raise price of 2005
PIPE*.
Warrants earned at 24 month anniversary to be at raise price of 2005 PIPE*.
Termination without cause pays out anniversary shares.
* 2005 PIPE refers to Private Investment Public Equity targeted for the
first half of 2005.
4.1 ALLOCATION OF COMMON STOCK. All compensation will be in the form of
securities as detailed on schedule A.
4.2 CAPITAL RAISE BONUS. For undertaking this engagement and for other good
and valuable consideration, the Company agrees to issue and deliver to the
Consultant a Bonus payable in the form of 100,000 Restricted shares of the
Company's Common Stock ("Common Stock"). This Bonus shall be issued to the
Consultant immediately following the receipt of the $30 million raise ("the
Raise"), the Company expects that the Raise will be issued at minimum price
per share of ($4.00) four dollars and shall, when issued and delivered to
Consultant, be fully paid and non-assessable. The Company may at its sole
discretion accept the Raise at a price different than $4.00. The Company
may also decide to raise more or less than $30 million, but the amount of
the Raise will not alter the terms of this Agreement. The Company
understands and agrees that Consultant has foregone significant
opportunities to accept this engagement and that the Company derives
substantial benefit from the execution of this Agreement and the ability to
announce its relationship with Consultant. The 100,000 shares of Common
Stock issued as a fund raise Bonus, therefore, constitute
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payment for Consultant's agreement to consult to the Company and are
non-refundable; such shares of common stock are not a prepayment for future
services.
4.3 BONUS AT 24 MONTH ANNIVERSARY. At the two year anniversary of this
Agreement, Company agrees to issues and transfer an additional 50,000
shares of its restricted common stock to Consultant.
4.4 MONTHLY STOCK COMPENSATION. The Company agrees to issue and deliver to
the Consultant, beginning upon signing of this Agreement and thereafter on
the contract anniversary day of every month for the term of this Agreement,
3,000 shares of its restricted common stock paid monthly in arrears,
4.5 STOCK WARRANTS. Within the first 60 days of this Agreement, Company
agrees to issue to Consultant 50,000 warrants to purchase its common stock.
Those warrants are to be priced at $1.96.
Additionally, upon the 24 month anniversary of this Agreement, Company
agrees to issue to Consultant 50,000 warrants to purchase its common stock.
Those warrants are to be priced at the valuation of the 2005 PIPE.
4.6 The Company further agrees that all shares issued to Consultant
hereunder shall carry "piggyback registration rights" whereby such shares
will be included in the next registration statement filed by the company,
With each transfer of shares of Common Stock to be issued pursuant to this
Agreement (collectively, the "Shares"), Company shall cause to be issued a
certificate representing the Common Stock and a written opinion of counsel
for the Company stating that said shares are validly issued and that the
issuance and eventual transfer of them to Consultant has been duly
authorized by the Company. Company warrants that all Shares issued to
Consultant pursuant to this Agreement shall have been validly issued, fully
paid and non-assessable and that the issuance and any transfer of them to
Consultant shall have been duly authorized by the Company's board of
directors.
Further, if and in the event the Company is or the Company's assets are
merged with or acquired by another entity, or some other change occurs in
the legal entity that constitutes the Company that results in a Change in
Control of the company, the Consultant shall retain and will not be
requested by the Company to return any of the shares previously transferred
or owed to Consultant according to this Agreement.
5. NON-ASSIGNABILITV OF SERVICES. Consultant's services under this contract
are offered to Company only and may not be assigned by Company to an entity
with which Company merges or which acquires the Company or substantially
all of its assets. In the event of such merger or acquisition, all
compensation to Consultant herein under the schedules set forth herein
shall remain due and payable. and any compensation received by the
Consultant may be retained in the entirety by Consultant, all without any
reduction or pro-rating and shall be considered and remain fully paid and
non-assessable. Notwithstanding the non-assignability of Consultant's
services, Company shall assure that in the event of any merger,
acquisition, or similar change of form of entity, that its successor entity
shall agree to complete all obligations to Consultant, including the
provision and transfer of all compensation herein, and the preservation of
the value thereof consistent with the rights granted to Consultant by the
Company herein, and to Shareholders.
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6. EXPENSES. Consultant agrees to pay for all its ordinary expenses (phone,
faxing, labor, etc.). Out of pocket expenses for extraordinary items
(travel required by/or specifically requested by the Company, luncheons or
dinners to large groups of investment professionals) that have been
pre-approved in writing by Company shall be paid by the Company within ten
business days of receipt of invoice.
7. INDEMNIFICATION. The Company warrants and represents that all oral
communications, written documents or materials furnished to Consultant by
the Company with respect to financial affairs, operations, profitability
and strategic planning of the Company are accurate to the best of its
knowledge and Consultant may rely upon the accuracy thereof without
independent investigation. The Company will protect, indemnify and hold
harmless Consultant against any claims or litigation including any damages,
liability, cost and reasonable attorney's fees as incurred with respect
thereto resulting from Consultant's communication or dissemination of any
said information, documents or materials excluding any such claims or
litigation resulting from Consultant's negligence, or Consultant's
communication or dissemination of information not provided or authorized by
the Company.
8. REPRESENTATIONS. Consultant represents that it is not required to maintain
any licenses and registrations under federal or any state regulations
necessary to perform the services set forth herein. Consultant acknowledges
that, to the best of its knowledge, the performance of the services set
forth under this Agreement will not violate any rule or provision of any
regulatory agency having jurisdiction over Consultant. Consultant
acknowledges that, to the best of its knowledge, Consultant and its
officers and directors are not the subject of any investigation, claim,
decree or judgment involving any violation of the SEC or securities laws.
Consultant further acknowledges that it is not a securities Broker Dealer
or a registered investment advisor. Company acknowledges that, to the best
of its knowledge, that it has not violated any rule or provision of any
regulatory agency having jurisdiction over the Company. Company
acknowledges that, to the best of its knowledge, Company is not the subject
of any investigation, claim, decree or judgment involving any violation of
the SEC or securities laws.
9. LEGAL REPRESENTATION. The Company acknowledges that it has been represented
by independent legal counsel in the preparation of this Agreement.
Consultant represents that it has consulted with independent legal counsel
and/or tax, financial and business advisors, to the extent the Consultant
deemed necessary.
10. STATUS AS INDEPENDENT CONTRACTOR. Consultant's engagement pursuant to this
Agreement shall be as independent contractor, and not as an employee,
officer or other agent of the Company. Neither party to this Agreement
shall represent or hold itself out to be the employer or employee of the
other. Consultant further acknowledges the consideration provided
hereinabove is a gross amount of consideration and that the Company will
not withhold from such consideration any amounts as to income taxes, social
security payments or any other payroll taxes. All such income taxes and
other such payment shall be made or provided for by Consultant and the
Company shall have no responsibility or duties regarding such matters.
Neither the Company nor the Consultant possesses the authority to bind each
other in any agreements without the express written consent of the entity
to be bound. Consultant will provide Company with its Tax ID number.
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11. ATTORNEY'S FEE. If any .legal action or any arbitration or other proceeding
is brought for the enforcement or Interpretation of this Agreement, or
because of an alleged dispute, breach. default or misrepresentation in
connection with or related to this Agreement, the successful or prevailing
party shall be entitled to recover reasonable attorneys' fees and other
costs in connection with that action or proceeding, in addition to any
other relief to which it or they may be entitled.
12. WAIVER. The waiver by either party of a breach of any provision of this
Agreement by the other party shall not operate or be construed as a waiver
of any subsequent breach by such other party.
13. CHOICE OF LAW, JURISDICTION AND VENUE. This Agreement shall be governed by,
construed and enforced in accordance with the laws of the State of New
York. The' parties agree that New York City will be the venue of any
dispute and will have jurisdiction over all parties.
14. ARBITRATION. Any controversy or claim arising out of or relating to this
Agreement. or the alleged breach thereof, or relating to Consultant's
activities or remuneration under this Agreement, shall be settled by
binding arbitration in New York in accordance with the applicable rules of
the American Arbitration Association, and judgment on the award rendered by
the arbitrator(s) shall be binding on the parties and may be entered in any
court having jurisdiction as provided by current New York Statute and
successor statutes, permitting expanded discovery proceedings shall be
applicable to all disputes that are arbitrated under this paragraph.
15. COMPLETE AGREEMENT. This Agreement contains the entire agreement of the
parties relating to the subject matter hereof. This Agreement and its terms
may not be changed orally but only by an agreement in writing signed by the
party against whom enforcement of any waiver, change, modification,
extension or discharge is sought.
Accepted: January 17, 2005.
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Secured Services Inc.
By /s/ Xxxxxxx Xxxxxxxx
---------------------------------
Xxxxxxx Xxxxxxxx, Chairman
Crosslink Financial Communications, Inc.
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx, President 6
