EXHIBIT 10.5
PROFESSIONAL CONSULTING AGREEMENT
BETWEEN THE REGISTRANT AND XXXXXXX XXXXX
PROFESSIONAL CONSULTING AGREEMENT
THIS PROFESSIONAL CONSULTING AGREEMENT is made this _____ day of
December, 1996, by and between XXXXXXX XXXXX ("Consultant"), and TRIANGLE
IMAGING GROUP, INC. ("Client"), a Florida corporation with principal offices
located at 00 Xxxxx Xxxxxxxxxx Xxxxxx, Xxx Xxxxx, Xxx Xxxx 00000.
WHEREAS, Consultant renders financial services, evaluating potential
acquisitions and/or merger partners in the computer and other industries which
services consist primarily of organizing and assembling information provided to
the Consultant by the company in a format which profiles the Company and which
is conducive to dissemination in appropriate information channels and networks,
and disseminating such information; and
WHEREAS, Client wishes to enlist Consultant to provide such services,
and to distribute such information and Consultant and Client wish to formalize
in a written agreement the terms and conditions under which Consultant will
provide such services to Client;
NOW THEREFORE, for the mutual promises and other consideration
described herein, the parties hereto agree as follows:
1. Information to be Furnished by Client. Client shall furnish
Consultant with current public information about Client, including any and all
statements and reports filed by Client with the United States Securities and
Exchange Commission, its most recent Annual Report to Shareholders and shall
also provide any other public information reasonably requested by Consultant
("Client Information"). Client shall not provide to Consultant any confidential
or non-public information concerning Client, and any and all information
concerning Client provided to Consultant by Client shall be deemed
nonconfidential and public.
2. Services to be Provided by Consultant.
(a) Consultant will provide financial services and consultation to Client
through December 1997 as requested by the Client in consideration of the
compensation provided under this Agreement.
(b) Consultant shall further exercise its best efforts to identify and
evaluate appropriate acquisitions and/or merger partners to develop the Client's
business plan and corporate structure and to consult on specific computer
related issues.
3. Compensation for Services. In consideration of Consultant's provision of
services described in paragraph 2, Client's Board of Directors shall authorize
the issuance of 250,000 shares of the Corporation's common stock ("Shares").
Additional shares may be registered for future services not contemplated by this
Agreement. An amount of shares shall be sold on a monthly basis for the purpose
of paying $5,000 to Consultant for services. The Company will retain control of
the shares and has the right to withdraw the registration of shares not sold for
the benefit of Consultant in the event the services to be provided have not been
performed.
4. Term and Termination. This Agreement shall become effective as of the
date written above, and shall remain in effect until December 1997 ("Expiration
Date"). Client and Consultant may mutually agree to extend the Agreement for an
additional period. In the absence of such an agreement, this Agreement shall
automatically terminate upon the Expiration Date.
5. Representations and Warranties. Consultant represents and warrants that
services to be provided and materials to be produced or developed by Consultant
under this Agreement will be performed, produced or developed by competent,
trained personnel in a workmanlike manner. Consultant and its personnel shall
comply
with all applicable statues, rules and regulations governing all aspects of the
services to be performed under this Agreement; provided that, as described in
paragraph 1 of this Agreement, Client shall be fully responsible to assure all
Client Information is accurate and complete. Client understands and acknowledges
that Consultant cannot guarantee that the services provided hereunder will
achieve any particular objective or fulfill any specified goals. Client further
understands and acknowledges that Consultant is not registered or licensed as an
investment advisor, financial planner, or broker/dealer, nor is Consultant
licensed as principal or representative of any of the foregoing and that, by
entering into this Agreement, Consultant is not undertaking to provide, nor will
Consultant provide, any services that require any such registration or
licensing. OTHER THAN THE FOREGOING EXPRESS WARRANTIES, CONSULTANT MAKES NO
WARRANTIES WITH RESPECT TO THE QUALITY OF THE GOODS AND SERVICES TO BE PROVIDED
HEREUNDER OR ANY RESULTS TO BE ACHIEVED, AND HEREBY EXPRESSLY DISCLAIMS THE
EXISTENCE OF ANY SUCH REPRESENTATIONS AND WARRANTIES, INCLUDING WITHOUT
LIMITATION AND IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE. CONSULTANT SHALL HAVE NO LIABILITY FOR ANY INDIRECT,
INCIDENTAL OR CONSEQUENTIAL DAMAGES SUFFERED BY CLIENT AS A RESULT OF ANY
FAILURE ON THE PART OF CONSULTANT IN THE PERFORMANCE OF ITS DUTIES HEREUNDER.
6. Miscellaneous. This Agreement shall be interpreted and construed in
accordance with the laws of the State of Florida. The parties agree that
jurisdiction and venue of any dispute arising hereunder shall be in Palm Beach
County, Florida.
Neither party may assign its rights or duties under this Agreement
without the express prior written consent of the other party, except that
Consultant may assign to any other party, without Client's consent, its right to
receive all or any portions of the fees and expenses due and owing to it.
This Agreement contains the entire understanding of the parties with
respect to the subject matter hereof. The terms of this Agreement may be altered
only by written agreement between the parties. The failure of either party to
object to or take affirmative action with respect to any conduct of the other
which is in violation of the terms of this Agreement shall not be construed as a
wavier of the violation or breach, or of any future similar violation or breach.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed by its duly authorized officer, or as to an individual
party, has executed this Agreement in his own hand, as of the date first written
above.
TRIANGLE IMAGING GROUP, INC.
By: /s/ Xxxx Bellezza_________
Xxxx Xxxxxxxx, President
/s/ Xxxxxxx Xxxxx _____
Xxxxxxx Xxxxx, Consultant
