FORM OF CONSULTING AGREEMENT
CONSULTING AGREEMENT
______ __, 1998
Proflight Medical Response, Inc.
0000 X. Xxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Attention: Xxxxx X. Xxxxxxxxx, President
Gentlemen:
This will confirm the arrangements, terms and conditions pursuant to
which First Liberty Investment Group, Inc. (the "Consultant") has been retained
to serve as consultant and advisor to Proflight Medical Response, Inc., a
Colorado corporation (the "Company"), on a non-exclusive basis for the term set
forth in Section 2 below. The undersigned hereby agree to the following terms
and conditions:
1. Duties of Consultant.
(a) Consulting Services. Consultant will provide such financial
consulting services and advice pertaining to the Company's business affairs as
the Company may from time to time reasonably request. Without limiting the
generality of the foregoing, Consultant will assist the Company in developing,
studying and evaluating financing, merger and acquisition proposals, prepare
reports and studies thereon when advisable, and assist in negotiations and
discussions pertaining thereto.
(b) Financing. Consultant will assist and represent the Company in
obtaining both short and long-term financing, when so requested by the Company.
The Consultant will be entitled to additional compensation under such terms as
may be agreed to by the parties.
(c) Wall Street Liaison. Consultant will, when appropriate, arrange
meetings between representatives of the Company and individuals and financial
institutions in the investment community, such as security analysts, portfolio
managers and market makers.
The services described in this Section 1 shall be rendered by
Consultant without any direct supervision by the Company and at such time and
place and in such manner (whether by conference, telephone, letter or otherwise)
as Consultant may determine.
2. Term.
This Agreement shall continue for a period of twenty-four months from
the date hereof (the "Term").
3. Compensation.
(a) As compensation for Consultant's services hereunder, the Company
shall pay to Consultant the sum of $5,000,00 per month, or an aggregate fee of
$120,000. Consultant's fee shall be due and payable on the date hereof.
4. Relationship. Nothing herein shall constitute Consultant as an
employee or agent of the Company, except to such extent as might
hereinafter be agreed upon for a particular purpose. Except as
might hereinafter be expressly agreed, Consultant shall not have
the authority to obligate or commit the Company in any manner
whatsoever.
5. Confidentiality. Except in the course of the performance of its duties
hereunder, Consultant agrees that it shall not disclose any trade secrets,
know-how, or other proprietary information not in the public domain learned as a
result of this Agreement unless and until such information becomes generally
known.
6. Assignment and Termination. This Agreement shall not be assignable by
either party except to successors to all or substantially all of the business of
such party for any reason whatsoever without the prior written consent of the
other party, which consent may not be arbitrarily withheld by the party whose
consent is required.
Very truly yours,
FIRST LIBERTY INVESTMENT
GROUP, INC.
By:__________________________
AGREED AND ACCEPTED:
PROFLIGHT MEDICAL RESPONSE, INC.
By:__________________________
Xxxxx X. Xxxxxxxxx, President
