Exhibit 10.4
CONSULTING SERVICES AGREEMENT
This Consulting Services Agreement (the "Agreement") is entered into on
this 10th day of June 2002 by and between Liquid Solutions Corp. (the
"Consultant") and SLS International, Inc. (the "Client"), ("SITI") with
reference to the following:
RECITALS
A. The Client desires to be assured of the association and services of
the Consultant in order to avail itself of the Consultant's experience, skills,
abilities, knowledge, and background to facilitate ling range strategic
planning, and to advise the Client in business and/or financial matters and is
therefore willing to engage the Consultant upon the terms and conditions set
forth herein.
B. The Consultant agrees to be engaged and retained by the Client and
upon the Terms and conditions set forth herein,
NOW THEREFORE, in consideration of the foregoing, of the mutual
promises Hereinafter set forth and for other good and valuable consideration,
the receipt and Sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. Engagement. Client hereby engages Consultant on a non-exclusive
basis, and Consultant hereby accepts the engagement to become a consultant to
the Client and to render such advice, consultation, information, and services to
the Directors and/or Officers of the Client regarding general financial and
business matters including, but not limited to:
A. Mergers and acquisitions advisory, reorganizations, reverse
mergers, Divestitures, and capital sources, due diligence studies; and
B. Capital structures, banking methods and systems, financial
transactions; and
C. Periodic reporting as to developments concerning the
general financial Markets and public securities markets and industry
which may be of interest or concern to the Client or the Client's
business; and
D. Broker/Dealer and institutional investor relations for
Client.
E. Assisting in the preparation of a marketing program for the
company, which Will include review, and analysis of the company's goals
and recommendations with respect to achieving those goals.
It shall be expressly understood that Consultant shall not provide any
advise or services to Client with respect to any proposed offering of securities
by Client or any affiliate. Consultant shall have no power to bind Client to any
contract or obligation or to transact any business in Client's name or on behalf
of Client in any manner.
2. TERM. The term ("Term") of this Agreement shall commence on the date
Hereof and continue for Ninety (90) days. The Agreement may be extended upon
agreement by both parties upon terms and conditions agreed to by the parties,
unless or until the Agreement is terminated. Either party may cancel this
Agreement upon five days written notice in the event either party violates any
material provision of this Agreement and fails to cure such violation within
five (5) days of written notification of such violation from the other party.
Such cancellation shall not excuse the breach or non-performance by the other
party or relieve the breaching party of its obligation incurred prior to the
date of cancellation.
3. Compensation and Fees. As consideration for Consultant entering into
this Agreement, Client shall pay Consultant the following:
A. SLS International, Inc. agrees to pay and is obligated to
deliver Liquid Solutions Corp. and/or its designees, 500,000 shares
(the "Shares") of rule 144 Trading Common Stock with registration
rights of SLS International, Inc., (OTC BB: "SITI"). This is due and
payable on the date hereof.
The Shares, when issued to Consultant, will be duly
authorized, validly Issued and outstanding, fully paid and non-assessable, not
subject to any Liens or encumbrances and shall be issued to consultant in
accordance With a mutually acceptable plan of issuance as to relieve securities
or Consultant from restrictions upon transferability of shares in compliance
With applicable registration provisions or exemptions.
The number of shares provided by the client to the Consultant
under the Terms and conditions of this consulting agreement shall be adjusted
Proportionally in the event of share splits or share reverses of the client
During the term of this agreement.
4. Exclusively: Performance: Confidentiality. The services hereunder
shall not be Exclusive, and Consultant and its agents may perform similar or
different services for other persons or entities whether or not they are
competitors of Client. Consultant shall be required to expend only such time as
is necessary to services to Client in a commercially reasonable manner.
Consultant acknowledges and agrees that confidential and valuable information
proprietary to Client and obtained during its engagement by the Client, unless
and until such information is otherwise known to the public generally or is not
otherwise secret and confidential.
5. Independent Contractor. In its performance hereunder, Consultant and
its agents shall be an independent contractor. Consultant shall complete the
services required hereunder according to his own means and methods of work,
which shall be in the exclusive charge and control of Consultant and which shall
not be subject to the control or supervision of Client, except as to the results
of the work. Client acknowledges that nothing in this Agreement shall be
construed to require Consultant to provide serviced to Client at any specific
time, or in any specific Place or manner.
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6. Third Parties. The Company acknowledges that, in connection with its
entities hereunder, Consultants may introduce the Company to third parties who
may transact business with the Company and/or assist consultant in providing
consulting services to the Company hereunder.
7. Where Services Shall Be Performed. All services shall be performed
at the main offices of the consultant or other such designated location(s) as
consultant and client agree are functional to the performance of the work.
8. Representations and indemnifications. The client represents that any
and all facts, materials, information and data supplied to the consultant in
connection with services rendered hereunder shall be accurate as of the date
provided to consultant. The client further acknowledges that consultant will
rely on the accuracy of client provided facts, materials, information and data
when performing its investor relations function.
The execution and performance of this Consulting Agreement by
the client and consultant has been duly authorized by each of them in accordance
with applicable law.
The parties represent to each other that the performance by
the Client and Consultant of this consulting agreement will not violate any
applicable court decree or order, law or regulation to which either party may be
subject.
9. Duties of client. The client shall supply consultant on a regular
and timely basis with all approved data and information about the company, its
management, products and operations. Client shall also be responsible for
advising consultant of any facts that would affect the accuracy of any data or
information previously supplied to consultant.
The client shall promptly supply consultant with full and
complete copies of all filings made by the client with all Federal and State
securities agencies: all shareholder reports and communications, whether or not
preferred with the consultant: all data and information supplied to any analyst,
broker-dealer, market maker or other member of the financial community: and all
product / service brochures, sales material, etc, published or utilized by the
client.
The client will not use consultant's reports in connection
with any private or public offerings of securities by the client without the
prior written consent of the consultant. Such consent not to be unreasonably
withheld.
As consultant relies on information provided by the client for
a substantial portion of its presentations and reports, client warrants that the
information provided to consultant in connection with services rendered under
this consulting agreement is not intended to be false or misleading. Client
further agrees to hold harmless and indemnify consultant for any claims arising
out of or in connection with consultant's reliance upon clients supplied
information. This indemnification shall include but does consultant incur not
limited to reasonable attorney's fees. Client to have right to defend
consultants in any suit upon which indemnification may become due.
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10. Sever ability. If any provision of this agreement is judged to be
contrary to law, Invalid or unenforceable for any reason, the remaining
provisions shall remain valid and enforceable.
11. Miscellaneous. No waiver of any of the provisions of this Agreement
shall be Deemed supplement, modification, or amendment of this Agreement shall
be binding unless executed in writing by all parties. This Agreement constitutes
the entire agreement between the parties and supercedes or shall constitute a
waiver of any other provision and no waiver shall constitute a continuing
waiver. No waiver shall be binding unless executed in writing by the party
making the waiver. No any prior agreements and negotiations. IN WITNESS WHEREOF,
the parties hereto have entered into this Agreement on the date first written
above.
"Client" "Consultant"
SLS International, Inc. Liquid Solutions Corp.
/s/ Xxxx Xxxx, President /s/Xxxx Xxxxxxxx
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06/14/02
STOCK DELIVERY INSTRUCTIONS
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250,000 restricted shares issued to the name of Xxxx Xxxxxxxx
250,000 restricted shares issued to the name of Xxxxxxx Xxxxxx.
#00 Xxxxx Xxxx Xxxx
Xxxxxxxxx, XX 00000
Fax 000-000-0000
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