CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") is made this 15 day of
October, 1997, by and among Wireless Data Solutions, Inc., a Florida
corporation, and its successors and assigns, whose principle place of business
is located at 0000 Xxxxx Xxxxx Xxxxx, Xxxxxxxx, Xxxxxxx 00000 (the "Company")
and Xxxxx X. Xxxx, Xx. D.b.a. ICS Communications, Inc., (the "Consultant"),
whose principle place of business is 0000 Xxxxxxx Xxxxxx Xxxx, Xxxxxxxxx, XX
00000. This Agreement shall be considered executed upon the signing of both
parties (the "Company" & the "Consultant").
AGREEMENT
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1. Consultant Services. The company acknowledges the employment of
Consultant and the Consultant hereby acknowledges acceptance of such
employment, and will perform the services listed in paragraph #2. These
services performed by the Consultant hereunder will be personally rendered by
the Consultant except those persons normally employed or contracted by the
Consultant in rendering these services.
2. Services to be Performed. Development, implementation and maintenance of
investor relations and market awareness program, through the following
methods, without limitation: direct mail information, national financial
publications, mass e-mail program, financial internet publications, radio and
television programs, newsletter publications, press releases, interface with
stockbrokers and market makers, and assist in preparation of Company
information materials.
3. Compensation. In consideration of the services performed by the
Consultant hereunder, shares of the Company's common stock shall be issued to
the Consultant according to the following schedule:
Name of Consultant Number of Shares
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Xxxxx X. Xxxx Xx. 150,000 (1st 6 months)
Note: The compensation for last 6 months of this Agreement will be re-
evaluated at the end of the first 6 months segment and presented to the
company for acceptance.
4. Expenses. The Company shall be responsible for printing of business
plans, travel, and out of pocket expenses incurred by the company, and any
budget expenses with prior approval from company not usually performed by
Consultant. The Consultant will be responsible for expenses incurred as
described under item 2. "Services to be performed", and as stated in the
Consultant Agreement between the two parties dated 4/15/97 under item 4.
Regarding SEC forms.
5. Period of Performance. The period of performance under this Agreement
shall be for a term of twelve (12) months from the date hereto. The
compensation for the Consultant will be re-evaluated for the last six (6)
months of this agreement.
6. Contractual Agreement. In performing the services under this Agreement,
the Consultant shall operate as, have status of, an independent contractor.
Limitation on Nature of Services. The services to be performed by the
Consultant and paid for by issuance of shares of common stock of the Company
shall not be for services related to any "capital raising" transaction.
8. Securities Laws. Consultant represents to the Company that he is not a
member of the National Association of Securities Dealers, Inc., but is never
the less knowledgeable about Federal and State securities laws. Consultant
further represents and warrants that he will not violate any applicable
securities law in rendering the services pursuant to this Agreement and will
hold the Company harmless with respect to any breach of this representation.
The Company and the Consultant shall fully comply with any and all federal and
state securities laws, rules and regulations.
9. Company Information and Indemnification. The Consultant acknowledges that
in the course of performance of services under this Agreement, he will have
access to confidential information concerning the Company, its business and
operations. The Consultant agrees not to disclose confidential information to
third parties or use any confidential information for any purpose other than
the performance of this agreement. The Consultant must at all times rely on
the accuracy and completeness of information supplied by the Company, its
officers, directors, agents, and employees. Therefore the Company agrees to
indemnify, hold harmless, and defend the Consultant under this Agreement at
the Company's expense, in any proceeding or suit which may arise out of and/or
due to the inaccuracy or incompleteness of such material supplied by the
Company to the Consultant. Consultant agrees to indemnify, hold harmless, &
defend the company in any proceeding or suit which may arise out of
Consultant's misrepresentation of information or material supplied by the
Company.
10. Corporate Status. The Company acknowledges that it is a duly organized
corporation, validly existing and in good standing under the laws of the State
of Utah.
11. Sophisticated Investors. The consultant represents and warrants that by
reason of income, net assets, education background and business acumen, he has
the experience and knowledge to evaluate the risks and merits attendant to an
investment in shares of common stock in the Company, either singly or through
the aid and assistance of a competent professional, and is fully capable of
bearing the economic risk of loss of his/her total investment in the Company.
The Consultant further represents and warrants that he is familiar with the
provisions of S-8 issued stock and will comply with all applicable law in the
sale of the shares received as compensation under this Agreement.
12. Further Assurances. At any time, and from time to time, after the
execution hereof, each party will execute such additional instruments and take
such action as may be reasonably requested by the other party to carry out the
intent and purpose of this Agreement.
13. Entire Agreement. This agreement constitutes the entire Agreement
between Wireless Data Solutions, Inc. ("the Company") and Xxxxx X. Xxxx Xx.
(the "Consultant").
COMPANY: Wireless Data Solutions, Inc.
By: /s/ M. B. XxXxxxxxxx Date: 9/22/97
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Title: CEO
CONSULTANT: Xxxxx X. Xxxx Xx., D.b.a. ICS Communications, Inc.
By: /s/ Xxxxx X. Xxxx Xx. Date: Sept. 22, 1997
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Xxxxx X. Xxxx Xx.
