Exhibit 99.2
CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") is entered into this 1 day
of October 2003 by and between Dynamic Imaging, Inc. (the "Company") and Xxxxxx
Xxxxxx, (the "Consultant").
WHEREAS, the Consultant is skilled in Financial and Administrative
fields; and
WHEREAS, the Company desires to engage the Consultant to assist the
Company in its efforts in improve in those areas in which the Consultant is
skilled.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein and other good and valuable consideration, the receipt of which is hereby
acknowledged, it is agreed:
The Company hereby engages the Consultant and the Consultant hereby
accepts this engagement on a non-exclusive basis pursuant to the terms and
conditions of this Consulting Agreement.
Consultant has already provided and shall provide the Company with
ongoing consulting services in the areas set forth above. Consultant has met and
shall meet with the Company's Officers and the Board of Directors, as they shall
reasonably require. Consultant has provided and shall provide these services on
an as-needed basis, but no less than three days per week unless advised to the
contrary by the Company. These services have been provided and may be provided
either at the Company's principal place of business or at the business address
of the Consultant, depending on the nature and type of services provided.
In order to assist the Consultant with his duties, the Company will
provide the Consultant with such information as may be required by the
Consultant. The Company will make available to Consultant such matters as are
reasonably necessary in order for the Consultant to carry out the Consultant's
responsibilities.
Although dated at a later date, the Agreement shall be effective as of
the 1st day of October 2003, and shall continue until the 31st day of September
2004.
In consideration of the services that have been provided and that are
to be provided, the Consultant shall receive a fee of two million five hundred
thousand (2,500,000) shares of the Company's common stock.
The Company will register these shares pursuant to a registration on
Form S-8.
During the term of this Agreement, each party may have access to trade
secrets, know how, formulae, customer and price lists, all of which are
valuable, special, proprietary and unique assets of each. Each party agrees that
each party shall keep all of such information confidential and shall not divulge
such information either during the term of this Agreement or subsequent thereto.
At the termination of this Agreement, or at any other time, either
party may request the other party to deliver to the other, without retaining any
copies, notes or excerpts thereof, off written or transcribed or pictorial or
graphic information made by or compiled by, or delivered or made available to or
otherwise obtained by the respective parties. However, the foregoing provision
shall not prohibit the Consultant from engaging in any work at any time
following the termination of this Agreement that does not conflict with the
terms of this Agreement.
This Agreement may be terminated for "Proper Cause" prior to the
expiration of its stated term in the sole and absolute discretion of either
party. As used in this Agreement, "Proper Cause" shall be limited to a
conviction of civil or criminal fraud, whether a felony or a misdemeanor. Such
termination shall not prejudice any other remedy to which either party may be
entitled either at law, in equity or under this Agreement.
Except as otherwise provided herein, any notice or other communication
to any party pursuant to or relating to this Agreement and the transactions
provided for herein shall be deemed to have been given or delivered when
deposited in the U.S. mail, registered or certified, postage prepaid, addressed
to the principal place of business of the receiving party, or to such other
address as may be designated by either party in writing, pursuant to this
provision.
This Agreement shall be governed by and interpreted pursuant to the
laws of the State of Florida. By entering into this Agreement, the parties agree
to the jurisdiction of the Nevada courts, with venue in Nevada. In the event of
any breach of this Agreement, the prevailing party shall be entitled to recover
from the non-prevailing party costs and reasonable attorney's fees.
This Agreement may be executed in any number of counterparts, each of
which when so executed and delivered shall be deemed an original, and it shall
not be necessary, in making proof of this Agreement to produce or account for
more than one counterpart. Nothing contained herein shall be construed as
creating a joint venture or partnership arrangement between Consultant and the
Company.
IN WITNESS WHEREOF, the parties hereto have subscribed their hands on the day
and year first written above.
CONSULTANT: COMPANY:
Xxxxxx Xxxxxx Dynamic Imaging, Inc.
By: /s/Xxxxxx Xxxxxx By: /s/Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx Xxxxxx Xxxxxx
President and CEO
