Exhibit 10.14
BUSINESS CONSULTANT AGREEMENT
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THIS BUSINESS CONSULTANT AGREEMENT (the "Agreement") is made and entered
into the 21st day of August, 2001, by and between MK Associates, Inc., a Florida
corporation, having its principal place of business at 0000 X.X. 00xx Xxxxxxx,
Xxxx Xxxxx, Xxxxxxx ("MK"), and Safe Transportation Systems, Inc., a Florida
corporation, having its principal place of business at 0000 Xxxxxxx Xxx,
Xxxxxxxxx, XX 00000 ("STS").
W I T N E S S E T H:
WHEREAS, STS has requested MK to provide expertise in the areas of capital
raising, shareholder communications and public relations to support its business
and growth; and
WHEREAS, MK desires to provide financial and business advice to STS and
assist STS through introductions to members of the investment community.
NOW THEREFORE, in consideration of the premises and the mutual promises
and covenants contained herein, the parties agree as follows:
1 AGREEMENT; SCOPE
1.1 Engagement.
STS hereby agrees to engage MK to provide the services specified
in Section 2 below and MK hereby agrees to provide such services
to STS upon the terms and conditions hereinafter set forth.
1.2 Relationship of the Parties.
It is expressly acknowledged by the parties hereto that MK is an
independent contractor and nothing in this Agreement is intended
nor shall be construed to create an employer/employee
relationship, a joint venture of any kind including any
landlord/tenant relationship between STS and MK. STS shall not
have any right to exercise any control or discretion over the
manner or method by which MK performs services hereunder;
provided, however, the services to be provided by MK hereunder
shall be provided in a manner consistent with the professional
standards governing such services and the provisions of this
Agreement. Neither party shall have any authority to act for or
the other party, except as expressly provided herein.
2 SERVICES
2.1 Advice and Counsel.
MK will provide advice and counsel to STS concerning business and
financial plans, strategy and negotiations with potential lenders
and investors, merger/acquisition candidates, joint ventures,
corporate partners and others involving financial and business
related transactions.
2.2 Introductions to the Investment Community.
MK has substantial contracts among members of the investment
community throughout the United States. MK shall introduce these
contracts to STS so as to enable STS to establish relationships
with investment banking firms, securities dealers and investment
professionals and to provide them with corporate information
about STS on a regular and continuous basis. MK understands that
this is in keeping with STS's business objective to establish a
nationwide network of securities firms and investment
professionals who have an interest in STS. STS understands and
agrees that MK shall only make introductions to potential
investors and conduct only ministerial, non-sales activities with
respect to the offer or sale of any securities to be issued by
STS.
2.3 Market-Making Intelligence.
MK has access through its associates and personnel to certain
information concerning the securities markets in the United
States. MK will monitor and react to sensitive market information
on a timely basis and provide advice, counsel and proprietary
intelligence (including but not limited to information of price,
volume and the identification of market-makers, buyers and
sellers) to STS in a timely fashion with respect to securities in
which STS has an interest. STS understands that this information
is available from other sources but acknowledges that MK can
provide it in a more timely fashion and with substantial
value-added interpretation of such information.
2.4 Due Diligence.
MK shall undertake due diligence with respect to proposed
financial and business transactions involving STS, including
investigation and advice relating to the financials, valuation
and stock price implications of said transactions.
2.5 Additional Services.
MK may provide such further and additional services as is
necessary to fulfill its engagement or may be mutually agreed
upon by the parties.
2.6 Best Efforts.
MK shall devote such time and best efforts as may be reasonably
necessary to perform the foregoing services. STS expressly
acknowledges and understands that MK cannot guarantee results
concerning the investment of capital in STS or the successful
consummation of any transaction contemplated by STS.
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2.7 Limitation of Services.
2.7.1 It is expressly acknowledged that MK has not agreed with
STS, in this Agreement or any other agreement, verbal or
written, to offer or sell any security or be a
market-maker or securities dealer in any security.
2.7.2 The compensation paid to MK herein is not, and shall not
be construed as, compensation for the offer or sale of
any security or for the purpose of making a market or
acting as a dealer in any security, or the submission of
an application to make a market in any security.
2.7.3 The parties agree that the services to be provided by MK
shall not be for the purpose of affecting the price of
any security or influencing market making activities in
any security, including, but not limited to, the
submission of an application to make a market, the entry
of bid/ask quotations or retail securities trading
activities.
3 COMPENSATION
In consideration of the services to be performed by MK hereunder, STS
shall pay and deliver to MK the funds, securities or other property
or assets specified in Exhibit A hereto and at the time(s) specified
therein. Any such property or assets shall be free and clear of all
liens and encumbrances.
4 STS REPRESENTATIONS AND WARRANTIES
STS hereby represents and warrants to MK, as follows:
4.1 Authorization.
STS has the full power and authority to enter into this Agreement
and to carry out the transactions contemplated hereunder.
4.2 No Violation.
Neither the execution and delivery of this Agreement nor the
consummation of the transactions contemplated hereunder will
violate any provision of the charter or by-laws of STS or,
violate, or be in conflict with, or constitute a default under,
any agreement or commitment to which STS is a party, or violate
any statute or law or any judgment, decree, order, regulation or
rule of any court or governmental authority.
5 CONFIDENTIALITY AND NON-DISCLOSURE
During and after the term of this Agreement, STS shall maintain the
confidentiality of and shall not furnish, release, disclose or
otherwise make available to third parties, in any form whatsoever,
without the prior written consent of MK, any names, addresses,
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telephone or telefax numbers, business plans, production processes,
financial projections or other information, written or oral (the
"Confidential Information"), relating to any joint venture partners,
merger/acquisition candidates, securities dealers and market-makers,
investment opportunities, or sources of capital made known to STS by
MK or whom STS learned of, directly or indirectly, from MK. STS
recognizes and acknowledges that the Confidential Information shall
be considered the property of MK and that MK has expended
considerable time expense in obtaining and developing the
Confidential Information.
6 NON-CIRCUMVENTION
During and after the term of this Agreement, STS shall not circumvent
or attempt to circumvent MK and enter into any agreement or
arrangement with any joint venture partners, merger/acquisition
candidate, securities dealer or market-maker, investment banking
firm, investor or source of capital made known to STS by MK or whom
STS learned of, directly or indirectly, from MK.
7 INJUNCTIVE RELIEF
In the event of a breach or threatened breach of the provisions of
Section 5 or Section 6 of this Agreement, STS agrees that MK shall be
entitled to an injunction enjoining and restraining such breach or
threatened breach and such other remedies as may be available to MK.
STS agrees and acknowledges that a breach or threatened breach of the
provisions of Section 5 or Section 6 shall cause MK to suffer
irreparable damages, including MK's inability to prove specific money
damages.
8 MERGER OF STS
STS and MK acknowledge and agree that the rights and obligations of
the parties in this Agreement shall remain in full force and effect,
notwithstanding the merger of STS into another corporation or other
business. In such event, it is expressly agreed that the surviving
corporation or business of such merger shall be bound by and comply
with the terms and conditions of this Agreement, including the
compensation payable to MK in Exhibit A.
9 TERM
The term of this Agreement shall commence upon execution hereof by
STS and MK, and shall continue for a period of 9 months unless
terminated sooner by MK or STS upon giving thirty (30) days written
notice.
10 MISCELLANEOUS
10.1 Amendment and Modification
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ThisAgreement may only be amended or modified by a writing signed
by the party against whom enforcement of any such amendment or
modification is sought.
10.2 Notices.
Any written notice to be given hereunder by a party to the other
party may be effected by personal delivery, facsimile
transmission or by mail, postage prepaid with return receipt
requested. Mailed notices shall be addressed to the parties at
the addresses appearing in the introductory paragraph of this
Agreement, but any party may change his address by written notice
in accordance with this Agreement. Notices delivered personally
or by facsimile transmission shall be deemed to have been given
upon actual receipt thereof; mailed notices shall be deemed
communicated as of three (3) days after mailing.
10.3 Assignment.
This Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns,
but neither this Agreement nor any of the rights, interests or
obligations hereunder shall be assigned by either party without
the prior written consent of the other party.
10.4 Publicity.
Neither MK nor STS shall make or issue, or cause to be made or
issued, any public announcement or other disclosure of this
Agreement or the terms and conditions thereof without the prior
written consent of the other party; provided, however, this
provision shall not apply to any public announcement or other
disclosure required to by made by law or by rule or regulation of
any federal or state governmental authority, except that the
party required to make such public announcement or disclosure
shall consult with the other party concerning the timing and
content of such public announcement or disclosure before it is
made.
10.5 Governing Law and Venue.
This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Florida.
10.6 Litigation.
The prevailing party in any litigation relating to the
interpretation, application or enforcement of any provision of
this Agreement shall be entitled to recover against the other
party costs and reasonable attorneys' fees.
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10.7 Counterparts.
This Agreement may be executed in counterparts, each of which
shall be deemed an original, but all of which together shall
constitute one and the same instrument.
10.8 Headings.
The headings in this Agreement are inserted for convenience only
and shall not constitute a part hereof or affect in any way the
meaning or interpretation of this Agreement.
10.9 Entire Agreement.
This Agreement, including Exhibit A hereto, sets forth the entire
agreement of the parties hereto and supersedes any prior
agreements or understandings, whether oral or written, between
the parties.
10.10 Further Assistance.
Each party agrees that it shall from time to time take such
further actions and execute such additional instruments as may be
reasonably necessary to implement and carry out the intent and
purpose of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Business
Consultant Agreement to be duly executed as of the day and year first above
written.
SAFE TRANSPORTATION SYSTEMS, INC.
By:_______________________________
Title:____________________________
MK ASSOCIATES, INC.
By:_______________________________
Title:____________________________
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EXHIBIT A
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COMPENSATION PAYABLE TO MK
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1. If any investor introduced by MK invests directly in BUSINESS either directly
or indirectly through one or more intermediaries, then STS shall compensate MK
by paying a cumulative finder's fee in accordance with the following schedule,
plus all travel and direct expenses shall be compensated to MK approved by STS:
i) Five percent (5%) of the amount invested by such Investor with respect
to ALL amounts pertaining to the Equity Line funding.
ii) Three percent (3%) of the amount invested by such Investor with
respect to ALL amounts pertaining to the Convertible Debenture.
iii) The fee specified in paragraph 1 shall be due and payable by STS to
MK upon STS's receipt of fully available funds from the Investor after any bank
clearing periods.
EXHIBIT-A
