EXHIBIT 10.22
CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") is entered into
this 15th day of July 1998 by and between Carnegie International Corporation, a
Colorado corporation (herein referred to as the "Company") and The Vadiari Group
International (herein referred to as the "Consultant").
RECITALS
WHEREAS, the Company is a public corporation with its common
stock reported on the OTC/BB; and
WHEREAS, the Consultant has experience in the area of investor
communications and financial and investor public relations, and
WHEREAS, the Company desires to engage the services of
Consultant to assist and consult to the Company in matters concerning investor
relations and to represent the Company in investors' communications and public
relations with existing shareholders and brokers, dealers, and other investment
professionals as to the Company's current and proposed activities;
NOW, THEREFORE, in consideration of the promises and the
mutual covenants and agreements hereinafter set forth, the parties hereto
covenant and agree as follows:
1) Term of Consultancy. Company hereby agrees to retain the
Consultant to act in a consulting capacity to the Company, and the Consultant
hereby agrees to provide services to the Company, for a term of eighteen (18)
months commencing July 15, 1998 and ending eighteen (18) months from said date.
2) Duties of Consultant. The Consultant agrees to provide the
following specified consulting services during the term specified in Section 1:
(a) Advise and assist the Company in developing
and implementing appropriate plans and
materials for presenting the Company and its
business plans, strategy and personnel to
the financial community, establishing an
image for the Company in the financial
community, and creating the foundations for
subsequent financial public relations
effort.
(b) Introduce the Company to financial
community;
(c) Maintain an awareness during the term of
this Agreement of the Company's plans,
strategy and personnel, as they may evolve
during such period, and advise and assist
the Company in communicating appropriate
information regarding such plans, strategy
and personnel to the financial community;
(d) Assist and advise the Company with respect
to its (i) stockholder and investor
relations, (ii) relations with brokers,
dealers, analysts and other investment
professionals, and (lit) financial public
relations, generally;
(e) Perform the functions generally assigned to
investor/stockholder relations and public
relations departments in major corporations,
including responding to telephone and
written inquiries; reviewing press releases,
reports and other communications with or to
shareholders, the investment community and
the general public; advising with respect to
the timing, form, distribution and other
matters related to such releases, reports
and communications; and consulting with
respect to corporate symbols, logos, names,
the presentation of such symbols, logos and
names, and other matters relating to
corporate image;
(f) Disseminate information regarding the
Company to brokers, dealers, other
investment community professionals and the
general investment public;
(g) Conduct meetings, in person or by telephone,
with brokers, dealers, analysts and other
investment professionals to advise them of
the Company's plans, goals and activities,
and assist the Company in preparing for
press conferences and other forums involving
the media, investment community
professionals and the general investment
public;
(h) At the Company's request, review business
plans, strategies, mission statements,
budgets, proposed transactions and other
plans for the purpose of advising the
company of the investments community
implications thereof;
(i) Otherwise perform as the company's financial
relations and public relations consultant;
and;
- 2 -
(j) Make public communications and disclosures
regarding the Company only within the scope
of the authorizations conferred by the
company and not make any such communications
or disclosures of information not provided
or authorized by the company.
3) Allocations of Time and Energies. The consultant hereby
promises to perform and discharge well and faithfully the responsibilities which
may be assigned to the Consultant from time to time by the officers and duly
authorized representative of the Company in connection with the conduct of its
financial and investor public relations and communications activities, so long
as such activities are in compliance with applicable securities laws and
regulations. Consultant shall diligently and thoroughly provide the consulting
services required hereunder. Although no specific hours-per-day requirement will
be required, Consultant and the Company agree that Consultant will perform the
duties set forth hereinabove in a diligent and professional manner. The parties
acknowledge and agree that although a disproportionately large amount of the
effort to be expended and the costs to be incurred by the consultant are
expected to occur upon and shortly after, and in any event, within the first
several months of this Agreement, remuneration will be viewed to be earned
pro-rata over the life of the contract.
4) Remuneration. As full and complete compensation for
services described in this Agreement, the Company shall transfer to Consultant
shares in such amounts and at such times as shall be described on Exhibit A
which is attached hereto and incorporated herein by reference.
5) Additional Obligations of IR. Consultant agrees that, in
connection with its investor relations services to the Company, Consultant will
not make any payment in cash or in kind to any third party as an inducement to
such party to engage in activities which could be deemed to constitute market
manipulation or other improper practice, such as recommending the stock without
disclosure of Consultant's engagement as a Consultant for the company or
Consultant's financial interest in the Company. Consultant will indemnify the
Company from all claims, liability, cost or other expenses. (Including
reasonable attorney's fees) incurred by the Company as a result of any
inaccurate information concerning the Company released by Consultant, unless
such information was provided to Consultant by the Company.
6) Additional Obligations of the Company. The Company agrees
that, in connection with this Agreement, it will indemnify Consultant from all
claims, liability, costs or other expenses incurred (including reasonable
attorney's fees) by Consultant as a result of any inaccurate or misleading
information concerning the Company provided by the Company or any of its
officers or directors to Consultant, or as a result of any breach by the Company
of any of the terms and conditions of this Agreement or commission of acts
illegal under securities laws
- 3 -
by the Company or its officers or directors. The Company will not give
Consultant material non-public or other confidential information that Consultant
should not be disseminating.
7) Expenses. Consultant agrees to pay for all its own expenses
(phone, labor, etc.), other than extraordinary items (travel required by/or
specifically requested by the Company, luncheons or dinners to large groups of
investment professionals, mass faxing to a sizeable percentage of the Company's
constituents, investor conference calls, etc.) approved by the Company in
writing prior to its incurring an obligation for reimbursement. The Company
agrees to mail due diligence and investor materials at the request of Consultant
at the sole expense of the Company.
8) Indemnification. The company warrants and represents that
all oral communications, within documents or materials, furnished to Consultant
by the Company with respect to financial affairs, operations, profitability and
strategic planning of the Company are accurate and Consultant may rely upon the
accuracy thereof without independent investigation. The Company will protect,
indemnify and hold harmless Consultant against any claims or litigation
including any damages, liability, cost and reasonable attorney's fees with
respect thereto resulting from Consultant's communication or dissemination of
any said information, documents or materials not designated by the Company to
the Consultant as "confidential" or "company private," excluding any such claims
or litigation resulting from Consultant's dissemination of information not
provided or authorized by the Company.
9) Representations. Consultant represents that he is not
required to maintain any licenses and registrations under federal or any state
regulations necessary to performing the services set forth herein. Consultant
acknowledges that, to the best of his knowledge, the performance of the services
set forth under this Agreement will not violate any rule or provision of any
regulatory agency having jurisdiction over Consultant. Consultant acknowledges
that, it has not in the past or to the best of his knowledge, been the subject
of any investigation, claim, decree or judgement involving any violation of the
SEC, securities laws or NASD rules and regulations. Consultant further
acknowledges that he is not a securities Broker Dealer or a registered
investment advisor, and therefore is not required to communicate directly with
shareholders or private investors.
10) Dissemination of Information. Consultant agrees to not
disseminate information pertaining to the Company in the form of financial
information, news releases, corporate reports or profiles, or other Such related
information without the prior written authorization of the Company. Consultant
agrees to indemnity the Company from such activities in the event Consultant
fails to get prior written authorization for the release of said information.
The Consultant will protect, indemnify and hold harmless the Company against
any claims or litigation including any damages, liability, cost and reasonable
attorney's fees with respect thereto
- 4 -
resulting from Consultant's communication or dissemination of any said
information, documents or materials not designated by the Company to the
Consultant as "confidential" or "company private," excluding any such claims or
litigation resulting from Consultant's dissemination of information not provided
or authorized by the Company.
11) Legal Representation. The Company acknowledges that it has
been represented by independent legal counsel in preparation of this Agreement.
Consultant represents that he has consulted with independent legal counsel
and/or tax, financial and business advisors, to the extent the Consultant deemed
necessary.
12) Status as Independent Contractor. Consultant's engagement
pursuant to this Agreement shall be as independent contractor, and not as an
employee, officer or other agent of the Company. Neither party to this Agreement
shall represent or hold itself out to be the employer or employee of the other.
Consultant further acknowledges the consideration and that the Company will not
withhold from such consideration any amounts as to income taxes, social security
payments or any other payroll taxes. All such income taxes and other such
payment shall be made or provided for by Consultant and the Company shall have
no responsibility or duties regarding such matters. Neither the Company nor the
Consultant possesses the authority to bind each other in any agreements without
the express written consent of the entity to be bound.
13) Attorney's Fees. If any legal action or any arbitration or
other proceeding is brought for the enforcement or interpretation of this
Agreement, or because of an alleged dispute, breach, default ' or
misrepresentation in connection with or related to this Agreement, the
successful or prevailing party shall be entitled to recover reasonable
attorney's fees and other costs in connection with that action or proceeding, in
addition to any other relief to which it or they may be entitled.
14) Waiver. The waiver by either party of a breach of any
provision of this Agreement by the other party shall not operate or be construed
as a waiver of any subsequent breach by such other party.
15) Notices. All notices, requests, and other communications
hereunder shall be deemed to be duly given if sent by U.S. mail, postage
prepaid, addresses to the other party at the address as set forth herein below:
To the Company: ▇▇. ▇▇▇▇▇ ▇▇▇▇▇
Carnegie International Corporation, Inc.
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
Executive ▇▇▇▇▇ #▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
- 5 -
To the Consultant: ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇
The Vadiari Group International
▇.▇. ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
It is understood that either party may change the address to which notices shall
be addressed by providing notice of such change to the other party in the manner
set forth in this paragraph.
16) Choice of Law, Jurisdiction and Venue. This Agreement
shall be governed by, construed and enforced in accordance with the laws of the
state of Maryland. The parties agree that Baltimore County, Maryland will be the
venue of any dispute and will have jurisdiction over all parties.
17) Arbitration. Any controversy or claim arising out of or
relating to this Agreement, or the alleged breach thereof, or relating to
Consultant's activities of remuneration under this Agreement, shall be settled
by binding arbitration in Maryland, in accordance with the applicable rules of
the American Arbitration Association, and judgment on the award rendered by the
arbitrator(s) shall be binding on the parties and may be entered in any court
having jurisdiction thereof The provisions of the Maryland Rules of Procedure
and successor statutes, permitting expanded discovery proceedings shall be
applicable to all disputes that are arbitrated under this paragraph.
18) Arbitration and Waiver of Jury Trial. ANY DISPUTE BASED
UPON OR ARISING OUT OF THIS AGREEMENT SHALL BE SUBJECT TO BINDING ARBITRATION TO
BE HELD IN BALTIMORE COUNTY, MARYLAND BEFORE A RETIRED MARYLAND CIRCUIT COURT
JUDGE. JUDGMENT ON THE ARBITRATOR'S AWARD SHALL BE FINAL AND BINDING, AND MAY BE
ENTERED IN ANY COMPETENT COURT. AS A PRACTICAL MATTER, BY AGREEING TO ARBITRATE,
ALL PARTIES ARE WAIVING JURY TRIAL.
19) Assignment. This Agreement, with the consent of the
Company, may be assigned to a corporation, limited liability company,
partnership, or unincorporated organization, owned or controlled by Consultant,
at the sole discretion of Consultant, any time during the term of the Agreement,
without the consent of the Company. Given the unique and personal nature of the
services to be provided by Consultant, no other assignment shall be permitted
without the prior written consent of the Company.
20) Complete Agreement. This Agreement instrument contains the
entire Agreement of the parties relating to the subject matter hereof. This
Agreement and its terms
- 6 -
may not be changed orally, but only by an agreement in writing, signed by the
party against whom enforcement of any waiver, change, modification, extension or
discharge is sought.
Agreed to and signed this 15th day of July, 1998:
Carnegie International Corporation The Vadiari Group International
By:/s/ E. ▇▇▇▇▇ ▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
------------------ ---------------------
E. ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
- 7 -
EXHIBIT A
200,847.5 Preferred Series B shares of Carnegie International Corporation which
shall be convertible to 2,008,475 Common shares of the Corporation (which is
based on 4.99% of the issued shares of the Company as of July 15, 1998) with
piggyback registration rights. Said Shares shall be convertible only upon the
common share price of the Company maintaining an average (bid) trading price of
two dollars ($2.00) per share for a period of at least thirty (30) days. In the
event said trading price of the Company does not reach $2.00 per share by
December 31, 1998, or in the event the 30 day average common Share price does
not hold at $2.00 per share for more than thirty (30) days on or before February
15, 1999, this Agreement may be terminated at the sole and exclusive option of
the Company, in which case all of the Consultant's Preferred Shares shall
automatically revert back to the Company. The Company's option to terminate
shall continue and not expire. In the event of said termination, the Company
shall issue to the Consultant, as Consultant's total compensation, 100,423.8
shares of CAGI common, which represents five percent (5%) of the common shares
to which it would have been entitled had it performed fully in accordance with
the terms hereof.
INITIALS: /s/ TSA /s/ EDG
------- -------
