EXHIBIT 10.2
This CONSULTING AGREEMENT ("Agreement") is entered into by and between
Centergistic Solutions, Inc, ("Company") a California Corporation located at
0000 X. Xxxxxxxxxx Xxx., Xxxxxx, XX 00000. and Hanover Capital Corp
("Consultant"), a Nevada Corporation located at 00 Xxxxxxxx Xxxx, Xxxx Xxxxxx,
XX 00000 this 1st day of July 2003.
WHEREAS, Company is in need of consulting services and assistance
relating to locating potential market makers to file the necessary paperwork in
order for Company to become publicly traded on the NASDAQ OTC Electronic
Bulletin Board.
WHEREAS, Consultant has extensive experience in the area of equity
markets and has numerous contacts in the investment industry; and
WHEREAS, Company desires to engage Consultant to provide advice and
counsel regarding the above-referenced areas and Consultant desires to accept
such engagement.
NOW, THEREFORE, in consideration of mutual agreements and covenants
hereinafter set forth, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
SECTION 1. SCOPE OF SERVICES. Company hires Consultant to provide
services in connection with the preparation and filing of a Form 15c2-11 and the
submission of the Form 15c2-11 to interested broker-dealers for possible
submission to the NASD in order for Company's common stock to be traded on the
Electronic Bulletin Board. Consultant shall assist Company in responding to
questions and inquiries from the NASD and broker-dealers regarding the
information contained in the Form 15c2-11. Consultant shall not provide trading
or market support for Centergistic Solutions Inc.'s securities once said stock
is trading and its compensation is not based upon such support. The Consultant
will not provide any financial public relations nor assist in the raising of
capital or other financing for Company under this Agreement.
Consultant shall provide those services reasonably required to
represent and assist Company and shall take reasonable steps to keep Company
informed of its progress. Company acknowledges that Consultant may provide
services to other entities. Consultant agrees not to disclose or reveal any
confidential or proprietary information it obtains as a result of its
association with Company to anyone outside Company
SECTION 2. COMPENSATION. Consultant will be paid as follows:
A. $5,000 retainer refundable if consultant is not successful.
For purposes of this agreement success will be defined when
Company has been filed with a qualified, sponsoring broker
dealer, market make for tradability.
B. 50,000 shares with piggyback registration rights and WITHOUT
ANTI-DILUTION RIGHTS. The shares will be issued after the
completion of the proposed forward split of the Company stock
creating 10 million or more shares issued.
SECTION 3. TERMS OF AGREEMENT. The Agreement will terminate upon
acceptance of the filing of the 15c211.
SECTION 4. TERMINATION. Company or Consultant may terminate this
Agreement upon the giving of thirty (30) days advance written notice to the
other party. Termination notwithstanding, Consultant shall still be entitled to
be paid all amounts earned under this Agreement no later than the effective date
of the termination if termination is due to Company's failure to respond to
requests for information or documentation in a timely fashion or if Company
fails to carry out its obligations and responsibilities under this Agreement.
SECTION 5. DESIGNATION AS INDEPENDENT CONTRACTOR. It is hereby
understood and agreed that Consultant is an independent contractor of Company
and that neither Consultant nor Company shall assume any liability whatsoever
for activities or acts of the other, directly or indirectly. It is also hereby
expressly acknowledged and agreed this engagement agreement in no way creates
any joint venture or partnership between the parties hereto nor is consultant an
agent for Company Consultant has no authority, express or implied, to bind
Company to any contracts or agreements.
SECTION 6. REPRESENTATIONS AND WARRANTIES. It is expressly agreed and
understood by Company that the Consultant will introduce Company to certain
broker-dealers that may be interested in filing a Form 211 on Company's behalf
so that Company's common stock may be traded on the Electronic Bulletin Board.
The ultimate decision of whether or not to file the 15c2-11 rests with each
broker-dealer and not with the Consultant. Additionally, the ultimate decision
as to whether or not Company's stock can trade on the Electronic Bulletin Board
rests with the NASD, not the Consultant or the broker-dealer. In addition,
Company represents and warrants as follows:
A. Company acknowledges that the Consultant recommended Company
to file the necessary forms with the SEC in order to become a
reporting company so that Company could trade on the OTC
Electronic Bulletin Board.
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B. Company acknowledges and agrees to promptly provide all
necessary documents and information to Consultant and any
other necessary parties in order to complete the Form 15c2-11
and to respond to any inquiries for information from the NASD
or the broker-dealer in a prompt manner. Any delays in
responding to requests for information will delay the trading
of the Company stock on the Electronic Bulletin Board.
C. Company represents and warrants that the Consultant has only
been retained to provide the services contained herein and no
other services have been offered nor agreed to except those
services as described in the Consulting agreement dated July
1, 2003 between the parties.
D. Company represents and warrants that it understands that the
ultimate decision regarding whether Company's stock can be
traded on the Electronic Bulletin Board rests with the
broker-dealers and the NASD, that while Consultant will use
its best efforts to help Company achieve said listing,
Consultant cannot guarantee that said listing will ultimately
occur and Consultant's fee is not contingent upon listing in
the Electronic Bulletin Board happening.
E. Continued listing and stock performance is entirely up to
Company meeting its projections and successfully operating its
company.
SECTION 7. MISCELLANEOUS.
A. The validity and interpretation of this Agreement and each
clause and part thereof shall be governed by and construed in
accordance with the laws and regulations of the State of
California. Both parties agree to submit to binding
arbitration in Orange County, California.
B. Any consent required under this Agreement shall not be
unreasonably withheld.
C. Any notices required under this Agreement shall be deemed to
be in compliance if transmitted via facsimile to the principal
place of business of either party hereto or if mailed,
certified mail, return receipt requested.
D. This Agreement is the entire agreement of the parties and
shall supersede any previously executed agreements between the
parties relating to the subject matter whereof. Any amendments
to this Agreement must be in writing and signed by the
authorized representatives of all parties.
E. No provision of this Agreement may be waived except by an
agreement in writing signed by the waiving party.
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F. Throughout this Agreement, the singular shall include the
plural, the plural shall include the singular, the masculine
and the neuter shall include the feminine, wheresoever the
context so requires.
G. If any provisions of this Agreement are declared by any court
of competent jurisdiction to be invalid for any reason, such
invalidity shall not affect the remaining provisions. Such
remaining provisions shall be fully severable and this
Agreement shall be construed as if such invalid provisions had
never been inserted in this Agreement.
H. The parties shall execute and deliver any and all such other
instruments and shall take any and all such other actions as
may be reasonably necessary to carry the intent of this
Agreement into full force and effect.
I. This Agreement supersedes and replaces all previous agreements
between the parties hereto.
IN WITNESS WHEREOF, the parties have set their hands and seals
the day first hereinabove written.
Centergistic Solutions, Inc
By: /s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx, President, CEO
Hanover Capital Corp.
By: /s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx, President
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