CONSULTING AGREEMENT
This consulting agreement is
made and entered into effective the 1st day of January, 2003, by and
between XXXX XXXXX ("Consultant") and VIRTRA SYSTEMS, INC. (the
"Corporation").
I.
EMPLOYMENT
It
is the desire of the Corporation to engage the services of Consultant to perform
for the Corporation certain consulting services regarding financial matters, and
other services for the operations of the Corporation with administrative offices
located at Arlington, Texas.
It
is the desire of Consultant to consult with the board of directors, the
officers, and the administrative staff of the Corporation, and to undertake for
the Corporation a consultation as to the direction of investment banking
functions in the management of the Corporation.
II.
TERM OF EMPLOYMENT
The
respective duties and obligations of the parties to this consulting agreement
shall commence on January 1, 2003, and shall continue thereafter until
terminated by either party giving 60 days' written notice to the other
party.
III. DUTIES OF CONSULTANT
Duties
Consultant
shall be available to consult with the board of directors, the officers, and the
administrative staff of the Corporation at reasonable times concerning any
problem of importance concerning the business affairs of the Corporation,
provide strategic business partnering introductions and advice, and provide
marketing direction and introductions as required.
Independent
Contractor
With
respect to the services to be performed by Consultant under this consulting
agreement, Consultant shall be an independent contractor of the Corporation and
shall not be deemed an employee.
Advice
as to Contracts
From
time to time, the Corporation may deem it advisable to enter into agreements
with other firms and corporations regarding the operations of the Corporation.
With regard to these agreements, Consultant shall assist the Corporation in the
negotiation of the terms and conditions of such agreements. However, Consultant
shall have no power to bind the Corporation to any agreement.
Engaging
in Other Employment
Consultant
shall be available at reasonable times for the services provided for in this
consulting agreement, but shall devote only such time to the affairs of the
Corporation as the Consultant, in his sole judgment, shall deem necessary.
Consultant may represent, perform services for, and be employed by such
additional persons or companies as the Consultant, in his sole discretion may
desire.
IV.
COMPENSATION
As
compensation for services rendered under this agreement, Consultant shall be
entitled to receive from the Corporation 50,000 shares ofthe Corporation's
restricted common stock, and 50,000 shares of the Corporation's free-trading
common stock, to be delivered to Consultant no later than February 28,
2003.
V. GENERAL
This
agreement shall be construed under and in accordance with the laws of the State
of Texas, and all obligations of the parties created under the contract are
performable in Tarrant County, Texas. The parties covenant and agree that they
will execute such other and further instruments and documents as are or may
become necessary or convenient to effectuate and carry out the obligations of
the parties in accordance with this agreement.
This
agreement shall be binding upon and inure to the benefit of the parties and
their respective heirs, executors, administrators, legal representatives,
successors, and assigns where permitted by this agreement.
This
agreement supersedes any prior understandings or oral agreements between the
parties respecting the subject matter contained in this
agreement.
All
agreements, warranties, representations, and indemnifications contained in this
agreement shall survive the closing.
This
consulting agreement shall be deemed a personal services contract with regard to
the Consultant, and Consultant may not assign any or all of his or her interest
in this agreement without the written consent of the
Corporation.
EXECUTED
this _____ day of __________ , 2003.
CONSULTANT:
XXXX
XXXXX
VIRTRA
SYSTEMS, INC.
by:
L. Xxxxx Xxxxx, chief executive officer