[EXHIBIT 99.1]
CONSULTING AGREEMENT
THIS AGREEMENT (the "Agreement") is made and entered into on
December 1, 2005 by and between PSI-TEC Holdings, Inc., a Nevada
corporation ("PSI-TEC Holdings"); PSI-TEC Corporation ("PSI-TEC"), the
wholly owned operating subsidiary of PSI-TEC Holdings; and Xxxxxxxxxxx
Xxxxxxxx (the "Consultant"). PSI-TEC Holdings, PSI-TEC and the
Consultant shall hereinafter collectively be referred to as the
"Parties" and generically as a "Party," and PSI-TEC Holdings and PSI-
TEC shall hereinafter collectively be referred to as the "Company."
PREAMBLE:
WHEREAS, on February 1, 2005 the Company and the Consultant
entered into an unwritten agreement whereby the Company retained the
services of Consultant to provide advice in a consulting capacity with
respect to corporate business development and promotion, as described
in this Agreement.
WHEREAS, the Company and the Consultant desire to express their
February 1, 2005 agreement in writing pursuant to this Agreement, but
with an effective time of February 1, 2005.
NOW, THEREFORE, the Parties, intending to be legally bound,
hereby agree as follows:
ARTICLE ONE
RETENTION
1.1 Duties.
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The Company hereby engages and retains the Consultant on a non-
exclusive basis, for (i) assisting the Company in identifying
potential candidates for strategic partnerships; (ii) assisting the
Company in identifying investor relations and public relations firms;
(iii) providing the Company the benefit of the Consultant's special
knowledge, skill, contacts and business experience, (iv) promoting the
Company's financial welfare; and (v) doing all other related things
the Company and the Consultant together deem necessary to enable the
Company to establish and expand its operations as envisioned in the
Company's business plan.
Consultant agrees to comply with all applicable laws and
regulations relating to its performance of services pursuant to this
Agreement.
1.2 Term.
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The term of this Agreement shall be twenty-four (24) months,
which term shall be deemed to have commenced on February 1, 2005.
ARTICLE TWO
CONSULTANT'S COMPENSATION
2.1 Compensation.
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As compensation for the services provided to the Company by the
Consultant under this Agreement, the Consultant shall receive from the
Company an aggregate of 300,000 shares of the Company's common stock
(restricted pursuant to SEC Rule 144), payable on the date of
execution of this Agreement.
2.2 Reimbursement for Business Expenses.
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Subject to the prior approval of the Company, the Company shall
promptly pay or reimburse Consultant for all reasonable business
expenses incurred by Consultant in performing Consultant's duties and
obligations under this Consulting Agreement, but only if Consultant
properly accounts for expenses in accordance with the Company's
policies.
ARTICLE THREE
CONFIDENTIAL INFORMATION
3.1 Disclosure of Confidential Information.
--------------------------------------
All nonpublic information provided by the Company to the
Consultant will be considered to be confidential information and shall
be maintained as such by the Consultant, except as required by law. In
the event the Consultant is required to disclose confidential
information to a third party in order to perform its services pursuant
to this Agreement, in connection with such disclosure, the Consultant
agrees to first obtain from such third party a fully executed Non-
disclosure Agreement until such time as such information becomes known
to other third parties or the public, other than as a result of its
release by the Consultant.
Consultant agrees not to divulge, furnish or make available to
anyone (other than in the regular course of business of the Company)
any knowledge or information with respect to confidential or secret
methods, processes, plans or materials of the Company or with respect
to any other confidential or secret aspect of the Company's
activities.
3.2 Company Property.
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All advertising, sales, marketing and other materials or articles
or information, including without limitation data processing reports,
sales analyses, invoices, price lists or information, or any other
materials or data of any kind furnished to the Consultant by the
Company or developed by the Consultant for the Company and the
Company's direction or for the Company's use or otherwise in
connection with the Consultant's services hereunder, are and shall
remain the sole and confidential property of the Company, if the
Company requests the return of such materials at any time during or
after the Term, the Consultant shall immediately deliver the same to
Company.
ARTICLE FOUR
COVENANT NOT TO COMPETE/NON-SOLICITATION OF CUSTOMERS
4.1 Covenant Not To Compete/Non-solicitation of Customers.
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Consultant agrees that Consultant will not, at any time within a
period of twenty-four (24) months after the termination of this
Agreement, without the prior written approval of the Company's board
of directors, directly or indirectly, within the United States or its
territories, engage in any business activity directly or indirectly
competitive with the business of the Company at the time of
termination. In addition, Consultant agrees that during such non-
competition period he will not solicit, either directly or indirectly,
any employee or customer of the Company who was such at the time of
Consultant's employment hereunder. If the provisions of this Article
Four should ever be adjudicated to exceed the time, geographic or
other limitations permitted by applicable law in any jurisdiction,
then such provisions shall be deemed reformed in such jurisdiction to
the maximum time, geographic or other limitations permitted by
applicable law.
ARTICLE FIVE
NOTICES
5.1 Notices.
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All notices, demands or other written communications hereunder
shall be in writing, and unless otherwise provided, shall be deemed to
have been duly given on the first business day after mailing by United
States registered or certified mail, return receipt requested, postage
prepaid, addressed as follows:
TO CONSULTANT: Xxxxxxxxxxx Xxxxxxxx
00 Xxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxxxxx 00000
TO THE COMPANY: PSI-TEC Holdings, Inc.,
000 Xxxxxx Xx., #00
Xxxxxxxxxx, Xxxxxxxx 00000
in each case, with copies to such other addresses or to such other
persons as any Party shall designate to the others for such purposes
in manner hereinabove set forth.
ARTICLE SIX
MISCELLANEOUS
6.1 Miscellaneous.
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This Agreement shall be binding upon and shall inure to the
benefit of the Company's successors, transferees, and assigns. Any
amendment to this Agreement must be in writing signed by Consultant
and the Company. The Company and Consultant acknowledge that any
amendment of this Agreement (including, without limitation, any
extension of this Agreement or any change from the terms of Article 2
in the consideration to be provided to Consultant with respect to
services to be provided hereunder) or any departure from the terms or
conditions hereof with respect to Consultant's consulting services for
the Company is subject to the Company's and Consultant's prior written
approval. This Agreement supersedes any prior consulting or other
similar agreements between Consultant and the Company with respect to
the subject matter hereof. There is no other agreement governing or
affecting the subject matter hereof. All notices hereunder shall be
deemed to have been given, if made in writing, when mailed, postage
prepaid, to the parties at the addresses set forth above, or to such
other addresses as a party shall specify to the other. This Agreement
may be executed in counterparts, each of which shall be deemed an
original, but all of which together will constitute one and the same
instrument. Nothing in this Agreement shall be construed or shall
constitute a partnership, joint venture, employer-employee
relationship or lessor-lessee relationship but, rather, the
relationship established pursuant hereto is that of principal and
independent contractor.
IN WITNESS WHEREOF, the Parties have executed this Agreement on
the date first written above.
PSI-TEC HOLDINGS, INC.:
_________________________ By: /s/ Xxxxxxxxx Xxxxx
(Witness signature) -------------------------------
Xxxxxxxxx Xxxxx, Xx., president
CONSULTANT:
________________________ /s/ Xxxxxxxxxxx Xxxxxxxx
(Witness signature) ---------------------------
Xxxxxxxxxxx Xxxxxxxx
ADDENDUM TO CONSULTING AGREEMENT
THIS ADDENDUM TO CONSULTING AGREEMENT (the "Agreement") is made
and entered into on December 31, 2005 by and between PSI-TEC Holdings,
Inc., a Nevada corporation ("PSI-TEC Holdings"); PSI-TEC Corporation
("PSI-TEC"), the wholly owned operating subsidiary of PSI-TEC
Holdings; and Xxxxxxxxxxx Xxxxxxxx (the "Consultant"). PSI-TEC
Holdings, PSI-TEC and the Consultant shall hereinafter collectively be
referred to as the "Parties" and generically as a "Party," and PSI-TEC
Holdings and PSI-TEC shall hereinafter collectively be referred to as
the "Company."
This Agreement amends and modifies as follows that certain
Consulting Agreement ("Consulting Agreement") dated December 1, 2005
made and entered into by the parties hereto.
1. Paragraph 2.1 of Article Two is deleted and replaced with the
following:
"As compensation for the services provided to the Company
by the Consultant under this Agreement, the Consultant
shall receive from the Company a warrant to purchase up
to 300,000 shares of the Company's common stock, par
value $.001 per share (the "Common Stock"), at a purchase
price of Twenty-Five Cents ($0.25) per share, which shall
be exercisable under the warrant for a period of up to
twenty-four (24) months commencing on the date of
execution of this Agreement."
2. Simultaneous with the execution of this Agreement, the
Consultant shall deliver to the Company any and all
certificates for shares of Company Common Stock delivered by
the Company to Consultant in connection with the Consulting
Agreement; and the Company shall deliver to the Consultant the
warrant and related documentation in accordance with the terms
of paragraph 1 of this Agreement.
3. Upon execution of this Agreement, without any further action
on the part of the Consultant or the Company, any and all
certificates for shares of Company Common Stock delivered by
the Company to Consultant in connection with the Consulting
Agreement shall be automatically cancelled and the Consultant
shall cease to have any rights with respect to such shares of
Common Stock and any certificates representing such shares.
4. All other provisions of the Agreement remain in full force and
effect, other than any provision that conflicts with the terms
and spirit of this Agreement.
IN WITNESS WHEREOF, the Parties have executed this Agreement on the
date first written above.
PSI-TEC HOLDINGS, INC.:
____________________________ By: /s/ Xxxxxxxxx Xxxxx
(Witness signature) -------------------------------
Xxxxxxxxx Xxxxx, Xx., president
CONSULTANT:
________________________ /s/ Xxxxxxxxxxx Xxxxxxxx
(Witness signature) ----------------------------------
Xxxxxxxxxxx Xxxxxxxx
PSI-TEC Corp.:
____________________________ By: /s/ Xxxxxxxxx Xxxxx
(Witness signature) --------------------------------
Xxxxxxxxx Xxxxx, Xx., president
SECOND ADDENDUM TO CONSULTING AGREEMENT
THIS SECOND ADDENDUM TO CONSULTING AGREEMENT (the "Agreement") is
made and entered into on June 1, 2006 by and between PSI-TEC Holdings,
Inc., a Nevada corporation ("PSI-TEC Holdings"); PSI-TEC Corporation
("PSI-TEC"), the wholly owned operating subsidiary of PSI-TEC
Holdings; and Xxxxxxxxxxx Xxxxxxxx (the "Consultant"). PSI-TEC
Holdings, PSI-TEC and the Consultant shall hereinafter collectively be
referred to as the "Parties" and generically as a "Party," and PSI-TEC
Holdings and PSI-TEC shall hereinafter collectively be referred to as
the "Company."
This Agreement amends and modifies as follows that certain
written Consulting Agreement ("Consulting Agreement") dated December
1, 2005 and the addendum to the Consulting Agreement dated December
31, 2005 made and entered into by the parties hereto.
5. Paragraph 2.1 of Article Two is deleted and replaced with the
following:
"As compensation for the services provided to the Company
by the Consultant under this Agreement, in addition to
the initial warrant to purchase up to 300,000 shares of
the Company's common stock, par value $.001 per share
(the "Common Stock"), at a purchase price of Twenty-Five
Cents ($0.25) per share that the Company issued to the
Consultant on December 31, 2005, the Consultant shall
receive from the Company another warrant to purchase up
to 300,000 shares of the Company's Common Stock, at a
purchase price of Twenty-Five Cents ($0.25) per share,
which shall be exercisable under the warrant for a period
of up to twenty-four (24) months commencing on the date
of execution of this Agreement."
6. All other provisions of the Agreement remain in full force and
effect, other than any provision that conflicts with the terms
and spirit of this Agreement.
IN WITNESS WHEREOF, the Parties have executed this Agreement on the
date first written above.
PSI-TEC HOLDINGS, INC.:
____________________________ By: /s/ Xxxxxxxxx Xxxxx
(Witness signature) -------------------------------
Xxxxxxxxx Xxxxx, Xx., president
CONSULTANT:
________________________ /s/ Xxxxxxxxxxx Xxxxxxxx
(Witness signature) -------------------------
Xxxxxxxxxxx Xxxxxxxx
PSI-TEC Corp.:
____________________________ By: /s/ Xxxxxxxxx Xxxxx
(Witness signature) -------------------------------
Xxxxxxxxx Xxxxx, Xx., president
