EXHIBIT 10.5
CONSULTING AGREEMENT
THIS AGREEMENT is entered into as of March 1, 1999 between Manchester Financial
Group, Inc. ("MFGI") and Telident, Inc. ("Company").
1. CONSULTING SERVICES. Company hereby retains MFGI to provide
consulting services regarding financial and capitalization
matters pertaining to the Company and make recommendations when
appropriate. MFGI will not be directly involved in any financing
activities unless provided for under a separate agreement between
the parties. MFGI does not and will not provide legal advice. The
Company must rely upon advice from its own legal counsel as to
all legal matters.
2. TERM. MFGI is hereby retained by Company on a monthly basis for a
period of one year beginning March 1, 1999 to February 28, 2000.
3. FEE. As compensation for the services to be provided hereunder,
the Company, upon execution of this Agreement, agrees to pay
$25,000 or in lieu thereof issue ten thousand (10,000) shares of
unrestricted registered common stock of the Company to MFGI or
its designees. If registered common stock is not available, the
Company will issue unregistered common stock and agrees to
provide for participation in any registration by the Company at
the expense of the Company. Such registration will occur not
later than six (6) months after the date of this Agreement.
4. CONFIDENTIALITY.
A. MFGI agrees to treat as confidential all proprietary
information ("Information") provided by Company during the
period of this Agreement and for one year thereafter and
agrees that all such Information will remain the sole
property of Company; provided that Information does not
include information which is available to the public,
already in possession of another party on a
non-confidential basis or which is available on a
non-confidential basis from a third party.
B. Notwithstanding the foregoing, any party may disclose such
"information" if required by a court of law or, if in the
opinion of such party's counsel, the party is required
under the law to disclose information.
5. INDEMNIFICATION. If, in connection with any services or matters
that are the subject of this Agreement, MFGI becomes involved in
any capacity in any action or legal proceeding, pending or
threatened, Company agrees (i) to reimburse MFGI for the
reasonable legal fees, disbursements of counsel and other
expenses (including the cost of investigation and preparation)
incurred by MFGI as such fees, disbursements and other expenses
are incurred; and (ii) to indemnify, defend, and hold MFGI
harmless against any losses, claims, damages, or liabilities,
joint or several, to which MFGI may become subject arising out
any such action or legal proceeding unless
such claims arise from MFGI's gross negligence or willful
misconduct as determined in a judicial proceeding.
6. SURVIVAL. The provisions of this Agreement shall, where
applicable, survive the expiration of the period of this
Agreement, including any extensions thereof.
7. RELIANCE. In performing its services hereunder, MFGI shall be
entitled to rely without investigation upon all information that
is available from public sources as well as all other information
supplied to it by or on behalf of the Company or its advisors.
8. CONFLICT OF INTEREST. The Company hereby acknowledges that the
Chairman of its Board of Directors is the Chairman and Chief
Executive Officer of Manchester Companies, Inc., which is the
majority shareholder of MFGI. The Company further acknowledges
that it has consulted with its legal counsel regarding this
potential conflict of interest.
9. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties hereto with respect to the subject matter
hereof and supersedes and as of the date hereof all prior
understandings, written or oral, with respect to the subject
matter hereof.
10. GOVERNING LAW. This Agreement and the agreements contained herein
shall be governed by, and construed in accordance with, the laws
of the State of Minnesota, without giving effect to the
principles of conflicts of laws thereof.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
MANCHESTER FINANCIAL GROUP, INC.
By: /s/ Xxxxxxx X. Xxxxx
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Its: Managing Director
TELIDENT, INC.
By: /s/ W. Xxxxxx XxXxxxxxxx
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Its: President
