CONSULTANT AGREEMENT
Agreement made this 3rd day of March, 2004 between Flexpoint Sensor
Systems, Inc. (hereinafter referred to as "Corporation"), and Summit Resources
Group, Inc. (hereinafter referred to as "Consultant"), (collectively referred
to as the "Parties"):
RECITALS
A. Summit Resource Group, Inc. is an investor relations, direct
marketing, publishing, public relations and advertising firm with expertise in
the dissemination of information about publicly traded companies.
B. The Corporation desires to engage the Consultant to perform
consulting services regarding all phases of the Corporation's ""Investor
Relations" including direct investor relations and broker/dealer relations as
such may pertain to the operation and advancement of the Corporation's
business.
C. The Consultant desires to consult with the Board of Directors, the
Officers of the Corporation, and certain administrative staff members of the
Corporation, and to undertake for the Corporation consultation as to the
company's investor relations activities and relationships with various
broker/dealers in the securities industry.
NOW, THEREFORE, in consideration of the mutual promises, agreements and
covenants contained herein and other good and valuable consideration, the
sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Term: The term of this Agreement shall be for a period of twelve
(12) months commencing on the date first appearing above. This Agreement may
be terminated by either party only in accordance with the terms and conditions
set forth in Paragraph 8.
2. Services Provided by Consultant: Consultant shall provide consulting
services in connection with the Corporation's "investor relations" dealings
with NASD broker/dealers and the investing public. (At no time shall the
Consultant provide services which would require Consultant to be registered
and licensed with any federal or state regulatory body or self-regulating
agency.) During the term of this Agreement, Consultant will provide those
services customarily provided by an investor relations firm to a Corporation,
including but not limited to the following:
(a) Aiding the Corporation in developing a marketing plan directed at
informing the investing public of the business of the Corporation;
(b) Providing assistance and expertise in devising an advertising
campaign in conjunction with the marketing campaign set forth in (1)
above;
(c) Advise the Corporation and provide assistance in dealing with
institutional investors in relation to the Corporation's offerings
of its securities;
(d) Aid and assist the Corporation in the Corporation's efforts to
secure "market makers" which will publicly trade the Corporation's
stock. Said assistance shall include providing such information as
may be required;
(e) Aid and advise the Corporation in establishing a means of securing
nationwide interest in the Corporation's securities;
(f) Aid and assist the Corporation in creating an "institutional site
program" to provide ongoing and continuous information to fund
managers;
(g) Aid and consult with the Corporation in the preparation and
dissemination of press releases and news announcements;
(h) Aid and consult with the Corporation in the preparation and
dissemination of all "due diligence" packages requested by and
furnished to NASD registered broker/dealers, the investigating
public, and/or other institutional and/or fund managers requesting
such information from the Corporation; and
(i) At the Corporation's direction, work with the Corporation's Public
Relations firm to jointly support the Corporation's overall public
relations.
3. Compensation: In consideration for costs and services provided by
the Consultant to the Corporation, the Corporation will issue 100,000 shares
of the Corporation's common restricted stock to the Consultant, and shall, on
behalf of the Consultant cause to be vested at the time of the execution of
the Agreement 50% of the warrants as set forth in a subparagraph (a) below and
shall cause the balance of the warrants to vest on may 1, 2004. The warrants
set forth in subparagraph (b) shall vest on September 1, 2004 if no
termination of this agreement has occurred prior to that date. If a notice of
termination, as described in Section 8 has been issued by either party, then a
pro rata number of the warrants to be vested in the final 50% amount shall be
vested through the date of termination. All warrants shall have a term of
five (5) years and shall contain piggyback demand registration rights. The
warrants shall be registered in the Company's next registration and may be
registered and issued to the Consultant at any time after being registered a t
the Company's discretion. The warrants shall be issued at the following
exercise price:
(a) 300,000 warrants post reverse split at $.70 a share
(b) 350,000 warrants post reverse split at $.80 a share
4. Compliance The common shares underlying the warrants set forth above
in paragraph 3 will, at the time Consultant gives notice to the Company of its
exercise thereof, shall be free trading, or if not, the shares shall be
incorporated in the next registration statement filed by the Corporation. The
warrants and underlying shares shall have "piggyback" registration rights and
will, at the expense of the Corporation, be included in said registration.
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5. Representations and Warranties of Corporation:
(a) The Corporation, upon entering into this Agreement, hereby warrants
and guarantees to the Consultant that to the best knowledge of the
Officers and Directors of the Corporation, all statements, either
written or oral, made by the Corporation to the Consultant are true
and accurate, and contain no misstatements of a material fact.
Consultant acknowledges that estimates of performance made by
Corporation are based upon the best information available to
Corporation officers at the time of said estimates of performance.
The Corporation acknowledges that the information it delivers to the
Consultant will be used by the Consultant in preparing materials
regarding the Company's business, including but not necessarily
limited to, its financial condition, for dissemination to the
public.
(b) Consultant shall agree to release information only with written or
verbal approval of the Company.
6. Limited Liability: With regard to the services to be performed by
the Consultant pursuant to the terms of this Agreement, the Consultant shall
not be liable to the Corporation, or to anyone who may claim any right due to
any relationship with the Corporation, for any acts or omissions in the
performance of services on the part of the Consultant, except when said acts
or omissions of the Consultant are due to its wilful misconduct or culpable
negligence.
7. Termination: After ninety (90) days this Agreement may be terminated
by either party upon the giving of not less than forty-five (45) days written
notice, delivered to the parties at such address. Compensation shall be
treated as outlined in Section 3, Compensation.
8. Notices: Notices to be sent pursuant to the terms and conditions of
this Agreement shall be sent as follows:
Flexpoint Sensor Systems, Inc. Summit Resource Group, Inc.
47 East 7200 South 000 Xxxxxxxxxxxxx Xxxxxx
Xxxxx 000 Xxxxx 000
Xxxxxxx, Xxxx 00000 Xxxx Xxxxxx, Xxxxxxxx 00000
9. Attorney's Fees: In the event any litigation or controversy,
including arbitration, arises out of or in connection with this Agreement
between the Parties hereto, the prevailing party in such litigation,
arbitration or controversy, shall be entitled to recover from the other party
or parties, all reasonable attorney's fees, expenses and suits costs,
including those associated within the appellate or post judgment collections
proceedings.
10. Governing Law: This Agreement shall be construed under and in
accordance with the laws of the State Maryland and the State of Utah, and all
parties hereby consent to Utah as the proper jurisdiction for said proceeding
provided herein.
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11. Binding Affect: This agreement shall be binding on and inure to the
benefit of the contracting parties and their respective heirs, executors,
administrators, legal representatives, successors and assigns when permitted
by this Agreement.
12. Legal Construction: In case any one or more of the provisions
contained in this agreement shall for any reason be held to be invalid,
illegal, or unenforceable in any respect, the invalidity, illegality, or
unenforceability shall not affect any other provision, and this Agreement
shall be construed as if the invalid, illegal or unenforceable provision has
never been contained in it.
13. Prior Agreements Superseded: This Agreement constitutes the sole
and only Agreement of the contracting parties and supersedes any prior
understandings or written or oral agreements between the respective parties.
Further, this Agreement may only be modified or changed by written agreement
signed by all the parties hereto.
14. Multiple Copies or Counterparts of Agreement: The original and one
or more copies of this Agreement may be executed by one or more of the parties
hereto. In such event, all of such executed copies shall have the same force
and effect as the executed original, and all of such counterparts taken
together shall have the effect of a fully executed original. Further, this
Agreement may be signed by the parties and copies hereof delivered to each
party by way of facsimile transmission, and such facsimile copies shall be
deemed original copies for all purposes if original copies of the parties'
signatures are not delivered.
15. Liability of Miscellaneous Expenses: The Corporation shall be
responsible to any miscellaneous fees and costs approved in writing prior by
the Corporation or its agents to commitment that are unrelated to the
agreement made between the Parties.
16. Headings: Headings used through this Agreement are for reference
and convenience, and in no way define, limit or describe the scope or intent
of this Agreement or effect its provisions.
IN WITNESS WHEREOF, the Parties have set their hands and seal as of the
date written above.
SUMMIT RESOURCE GROUP, INC.
/s/ Xxxxx X. Xxxxxx
By: ________________________________
Xxxxx X. Xxxxxx, President
FLEXPOINT SENSOR SYSTEMS, INC.
/s/ Xxxx X. Xxxxx
By: ________________________________
Xxxx X. Xxxxx, President
