EXHIBIT 10
CONSULTANT SERVICES AGREEMENT
THIS SERVICES AGREEMENT (the "Agreement") dated February 28, 2005 is made by
and between Cimbix Corporation, a Washington corporation ("the Company"),
and Xxxxxxx Xxxxxxxx, an individual resident of Canada ("Consultant").
WHEREAS, Consultant will provide due diligence services to the Company with
respect to the research, development, marketability and feasibility of the
patents and technology in the United States of America, and Consultant has
agreed to make himself available as is reasonably necessary to provide such
future services; and
WHEREAS, due diligence services covered by this Agreement that have been
provided and that are to be provided in the future by Consultant, including
making himself available as is reasonably necessary to provide such services
in the future, are hereinafter referred to as the "Services"; and
WHEREAS, as partial consideration for the Services, the Company has agreed to
issue shares of its common stock to Consultant as hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual promises and covenants set
forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged by the parties, the parties
hereto, intending to be legally bound, agree as follows:
1. CONSIDERATION. As partial consideration for the Services of Consultant,
the Company hereby agrees to forthwith issue to Consultant, a non-refundable
flat fee of 560,000 shares of the common stock of the Company (the "Shares")
to provide for the due diligence services.
2. REGISTRATION. The Company agrees that promptly following execution of this
Agreement, prior to the issuance of the shares, it will prepare and file with
the United States Securities and Exchange Commission, a Registration Statement
on Form S-8 covering the Shares. The Company agrees no services will be
performed until the shares are delivered to Consultant in accordance with
this Agreement.
3. ACKNOWLEDGEMENT. The parties hereby confirm and acknowledge that the
Services (a) consist and will consist of bona fide services rendered and to
be rendered to the Company, (b) are not and will not be in connection with
the offer or sale of securities in capital raising transactions, and (c)
do not and will not promote or maintain a market for the securities of the
Company.
4. COUNTERPARTS. This Agreement may be executed in any number of counter-
parts, all of which taken together shall constitute one and the same
instrument.
5. FURTHER ASSURANCES. From and after the date of this Agreement, upon the
request of a party, each other party shall execute and deliver such
instruments, documents and other writings as may be reasonably necessary or
desirable to confirm and carry out and to effectuate fully the intent and
purposes of this Agreement.
6. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the domestic laws of the State of Washington without giving
effect to any choice or conflict of law provision or rule (whether of the
State of Washington or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than the State of
Washington.
IN WITNESS WHEREOF, the parties have executed this Agreement the date first
mentioned above.
ACCEPTED:
CONSULTANT CIMBIX CORPORATION
By: /s/ Xxxxxxx Xxxxxxxx By: /s/ Xxxxxx Xxxxxx
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Xxxxxxx Xxxxxxxx, Consultant Xxxxxx Xxxxxx
President/Chief Executive Officer
