CONSULTING SERVICES AGREEMENT
This consulting services agreement ("Agreement") is made effective July 6, 1999,
between Integrated Spatial Information Solutions, Inc., a Colorado corporation
(the "Company") and HumanVision, LLC, a Maryland limited liability company (the
"Consultant").
WHEREAS, the Company seeks to increase shareholder value through growth in
revenues and earnings, and
WHEREAS, the Company desires to utilize the experience and services of the
Consultant to achieve its goals because the Consultant, through its principal
executive officer, has experience in developing and implementing actions to
increase shareholder value,
THEREFORE, In consideration of the mutual benefits and obligations in this
Agreement, and intending to be legally bound, the Company and Consultant agree
as follows:
1. RETENTION OF CONSULTANT
a. The Company retains the Consultant to provide the services specified in
this Agreement, and agrees to pay the Consultant the compensation specified in
this Agreement for such services. The Consultant agrees to assign Xxxx X. Xxxxxx
("Xxxxxx"), its principal executive officer, to undertake all of the requested
services.
b. Consultant agrees to direct and permit Xxxxxx to devote as much of his
time and effort as reasonably necessary to the performance of the duties
required by this Agreement. Consultant may have interests in other business that
do not compete with the Company or its subsidiaries, and may render services for
such other business interests, provided such service does not prevent Consultant
from performing his duties under this Agreement.
2. CONSULTING PERIOD
a. The term of this Agreement shall begin July 6, 1999 and end upon the
earlier of: (1) June 30, 2001; (2) the date upon which Xxxxxx is not elected as
a Director or is removed as a Director of the Company; and (3) the date upon
which Xxxxxx does not own more than 50% of the voting power of the Consultant.
b. In recognition of the fact that the results of Consultant's efforts may
not be manifested until after the services are rendered, the right to
compensation specified in paragraph 4a shall expire on the earlier of (1) June
30, 2002, and (2) 12 months after the termination of this Agreement.
3. DUTIES OF CONSULTANT
a. Consultant shall provide the following professional services to the
Company:
(1) Assist the Company in defining and articulating a vision for the
Company within a three year time horizon;
(2) Assist the Company in identifying and reviewing prospective merger and
acquisition candidate firms;
(3) Participate in the due diligence review of prospective merger and
acquisition candidate firms;
(4) Participate in the negotiation of agreements with prospective merger
and acquisition candidate firms and the owners/shareholders;
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(5) Assist the Company in obtaining capital (debt and/or equity) to
finance merger and acquisition activity;
(6) Assist the Company in recruiting and evaluating candidates for senior
executive and director positions; and
(7) Such other matters as may be assigned by the Board of Directors and
accepted by the Consultant from time to time.
b. Consultant shall deliver reports to the Company's Board of Directors,
from time to time and as requested, and keep the Board advised of the services
and activities performed by the Consultant under this Agreement.
4. COMPENSATION The Company shall compensate Consultant for services under
this Agreement as follows:
a. Performance Option. In order to promote goals that may increase
shareholder value, the Consultant shall be eligible to receive Performance
Options as follows:
(1) The Consultant is granted options to purchase 322,581 shares of the
Company's common stock at $.31 per share (which is the per share
market price on the date of this Agreement); provided such options are
only exercisable if the Company's market capitalization exceeds $30
million on 20 of 30 consecutive business days at any time prior to
June 30, 2002;
(2) In addition to the Options in paragraph 4a(1), the Consultant is
granted options to purchase 322,581 shares of the Company's common
stock at $.31 per share; provided such options are only exercisable if
the Company's market capitalization exceeds $60 million on 20 of 30
consecutive business days at any time prior to June 30, 2002;
(3) Each Performance Option shall be issued within 30 days following the
date the respective performance goal is achieved, and shall be
exercisable for a period of 3 years from the date of issue;
(4) For purposes of this Agreement, market capitalization on any given day
shall be equal to the number of common shares issued and outstanding
times the average of the per share closing bid and ask prices for the
common stock as reported on the primary market where the common stock
is traded; and
(5) The Company agrees to file a registration statement with the
Securities and Exchange Commission, as soon as practicable after the
options become exercisable, to register the public sale of the common
stock underlying the Performance Options granted under this Agreement.
b. Success Fee. In the event the Company successfully completes any merger
with or into another entity (other than an existing subsidiary of the Company),
or any acquisition of stock or assets (other than in the ordinary course of
business and other than with an existing subsidiary of the Company) during the
term of this Agreement, the Company will pay the Consultant a success fee equal
to one and one-half percent (1.5%) of the transaction value. The success fee
shall be paid in the currency of the deal unless otherwise agreed. For example,
if the Company issues securities in the transaction, the success fee will be
paid to Consultant by the issue of the corresponding amount of such securities.
The transaction value shall be the cost of the transaction as reflected on the
financial records of the Company, or the total dollar value received by all
shareholders of the Company in the case of a merger into another entity.
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c. Reimbursement. The Company shall reimburse Consultant for all reasonable
out of pocket expenses incurred by Consultant in connection with performance of
the assigned duties upon submission of vouchers, subject to such guidelines and
policies as may be promulgated by the Company.
5. TRADE SECRETS AND CONFIDENTIAL INFORMATION
a. As a material inducement to the Company to enter into this Agreement and
to pay Consultant the compensation stated in this Agreement, Consultant
covenants and agrees that: (1) Consultant shall hold any of the Company's
confidential information or trade secrets in a confidential manner; and (2)
Consultant shall not, at any time, directly or indirectly, use, disseminate, or
disclose for any purposes other than for the purposes of the Company's business,
any of the Company's confidential information or trade secrets, unless such
disclosure is compelled in a judicial proceeding. Upon termination of this
Agreement, all documents, records, notebooks, and similar repositories of
records containing information relating to any trade secrets or confidential
information then in the Consultant's possession or control, whether prepared by
it or by others, shall be left with the Company or returned to the Company upon
its request. This section shall not restrict the Consultant from using its
General Knowledge (the ideas, concepts, know-how and other industry information
that is part of its common knowledge) from pursuit of business subsequent to any
termination of this Agreement.
b. For one year following termination of employment, the Consultant
confirms that it will not, without prior written consent, perform work that the
Company or any of its subsidiaries holds in backlog or is pursing at the time of
termination, whether by independent contract, through a competitor, or by direct
employment with client or prospect.
c. This covenant of non-disclosure has been negotiated and agreed to by and
between the Company and Consultant with the full knowledge of and pursuant to
the Colorado Trade Secrets Act and is deemed by both parties to be fair and
reasonable.
6. INDEMNIFICATION
So long as Consultant is not found by a court of law to be guilty of a
willful and material breach of this Agreement, or to be guilty of gross
misconduct, it shall be indemnified from and against any and all losses,
liability, claims and expenses, damages, or causes of action, proceeding or
investigations, or threats thereof (including reasonable attorney fees and
expenses of counsel satisfactory to and approved by Consultant) incurred by
Consultant, arising out of, in connection with, or based upon Consultant's
services and the performance of its duties pursuant to this Agreement, or any
other matter contemplated by this Agreement, whether or not resulting in any
such liability, subject to such limitations as are provided by the Colorado
Business Corporations Act. Consultant shall be reimbursed by the Company as an
when incurred for any reasonable legal and other damage, liability, action
proceeding, investigation or threat thereof, or producing evidence, producing
documents or taking any other action in respect thereto (whether or not
Consultant is a defendant in or target of such action, proceeding or
investigation), subject to such limitations as are provided by the Colorado
Business Corporations Act.
7. OTHER MATTERS
a. Successors. The rights and duties of a party hereunder shall not be
assignable by that party; provided, however, that this Agreement shall be
binding upon and inure to the benefit of any successor of the Company, and any
such successor shall be deemed substituted for the Company under the terms of
this Agreement. The term successor shall include any person, firm, corporation
or other business entity which at any time, by merger, purchase or otherwise,
acquires all or substantially all of the assets or business of the Company.
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b. Entire Agreement. With respect to the matters specified herein, this
Agreement contains the entire agreement between the parties and supersedes all
prior oral and written agreements, understandings and commitments between the
parties. No amendments to this Agreement may be made except through a written
document signed by both parties.
c. Validity. In the event that any provision of this Agreement is held to
be invalid, void or unenforceable, the same shall not affect, in any respect
whatsoever, the validity of any other provision of the Agreement.
d. Paragraphs and Headings. Paragraphs and other headings contained in this
Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement.
e. Notice. Any notice or demand required or permitted to be given under
this Agreement shall be made in writing and shall be deemed effective upon the
personal delivery thereof is delivered or, if by express delivery service, 24
hours after placing in the control of the express delivery service; or if
mailed, 48 hours after having been deposited in the United States mail, postage
prepaid, and addressed to the respective party as follows:
To the Company: Integrated Spatial Information Solutions, Inc.
Attention: President
000 Xxxx Xxxx Xxxxxx, Xxxxxxxxx, XX 00000-0000
To the Consultant: HumanVision, LLC.
Attention: Xxxxx X. Xxxxxx
0000 Xxx Xxxx, Xxxxx 000, Xxxxxxxxx, XX 00000
Either party may change the address to which such notices are to be
addressed by giving the other party notice in the manner set forth in this
Agreement.
f. Attorney's Fees and Costs. In any action at law or in equity to enforce
any of the provisions or rights under this Agreement, the unsuccessful party to
such litigation, as determined by the Court in a final judgment or decree, shall
pay the successful party or parties all costs, expenses and reasonable
attorneys' fees incurred therein by such parry or parties (including without
limitation such costs, expenses and fees on any appeals), and if such successful
party or parties shall recover judgment in any such action or proceeding, such
costs, expenses and attorneys' fees shall be included a part of such judgment.
Notwithstanding the foregoing provision, in no event shall the successful party
or parties be entitled to recover any amount from the unsuccessful party for
costs, expenses and attorneys' fees that exceed the unsuccessful party's costs,
expenses and attorneys' fees in connection with the action or proceeding.
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g. Applicable Law and Dispute Resolution. To the full extent controllable
by stipulation of the parties, this Agreement shall be interpreted under
Colorado law, without application of choice of law principles. All disputes
arising out of this Agreement will be settled by binding arbitration in Denver,
Colorado, under the rules of the American Arbitration Association.
Integrated Spatial Information Solutions, Inc. HumanVision, LLC
/s/ Xxxx X. Xxxxxxxxx /s/ Xxxx X. Xxxxxx
--------------------- ------------------
By: Xxxx Xxxxxxxxx, President By: Xxxx X. Xxxxxx, President
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