FINANCIAL CONSULTING AGREEMENT
This agreement is made by and between XXXXX ELECTRONICS, INC., a Delaware
based corporation having its principle office at 0000 Xxxxxxxx Xx. Xxxx,
Xxxxx X, Xxxxxxxx, XX 00000 (The "Company") and MARKET SURVEYS INTERNATIONAL,
INC., a Delaware corporation having its principle office at 0000 Xxxxxxxxxx
Xxxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 (the "Consultant").
In consideration of the mutual promise contained herein and on the terms and
conditions hereinafter set forth, the Company and Consultant agree as follow:
1. Provision of services investor relations program for Xxxxx Electronics
Inc. for eight (8) months.
(A) Consultant shall, to the extent reasonably required in the conduct of the
business of the Company, place at the disposal of the Company its judgement
and experience and, to such extent and at the prior written request of the
President of the Company, provide business development and corporate finance
services to the Company, including without limitation the following:
(I) Assigned individual to work with our broker network and leads for eight
(8) months.
A)Complete faxing (great for press release)
B)Complete mailing (information on Company) - please provide us with 100
complete packages for distribution
C)Mailing of Company research report to all interested parties
D)Access to the Market Pulse 800#
(II) E-mail campaign: We will E mail to our database of 2800 investors two
(2) times
(III) Featured stock listing on Market Pulse Journal Web site for a period of
eight(8) months.
(IV) 2 page, 4 color profile in Winter 1998/99. Spring 1999, and Summer 1999
issues of Market Pulse Journal.
(V) Please courier research report and any current press releases to the
corporate office address: Market Pulse Journal, Production Department, 0000
Xxxxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxx, Xxx Xxxx 00000.
(B) Consultant shall use its best efforts in the furnishings of advise and
recommendations, and for this purpose consultant at all times maintain or
keep and make available qualified persons or a network of qualified outside
professionals for the performance of its obligations under this agreement. To
the extent reasonably practical consultant shall use its own personnel rather
than outside professionals.
(C) Consultant shall at all times comply with all federal and state
securities laws in the performance of its duties hereunder.
2. Compensation
The total cost for eight (8) month program is 35,000 shares of free trading
stock in Xxxxx Electronics, Inc. Shares in Xxxxx Electronics, Inc. are to be
paid as follows:
1. November 25, 1998 15,000 shares free trading
2. February 1, 1999 10,000 shares free trading
3. May 1, 1999 10,000 shares free trading
Please issue stock certificate to Market Pulse Surveys International, Inc.
Tax id # 00-0000000
3. Liability; Indemnification
(A) The company shall indemnify, save harmless and defend consultant and its
officers, directors, employees and agents (including without limitation the
observer) from, against and in respect of any loss, damage, liability,
judgement, cost or expense whatsoever, including counsel fees, suffered or
incurred by it or him by reason of, or on account of, its status or
activities as a consultant to the company hereunder (and, in the case of the
observer, his participation in meetings of the board of directors of the
company) except for any loss, damage, liability, judgement, cost or expense
resulting from willful malfeasance, bad faith or gross negligence in the
performance of consultant's duties hereunder.
(B) Consultant shall indemnify, save harmless and defend the Company and its
officers, directors, employees and agents from, against and in respect of any
loss, damage, liability, judgement, cost or expense whatsoever, including
counsel fees, suffered or incurred by it or him by reason of, or on account
of, willful malfeasance, bad faith or gross negligence in the performance of
consultant's duties hereunder.
4. Status of Consultant
Consultant shall at all times be an independent contractor of the Company
and, except as expressly provided or authorized by this agreement, shall have
no authority to act for or represent the company.
5. Other activities of Consultant
The company recognizes that consultant now renders and may continue to
render management and other services to other companies which may or may not
have policies and conduct activities similar to those of the Company.
Consultant shall be free to render such advise and other services and the
Company hereby consents thereto. Consultant shall not be required to devote
its full time and attention to the performance of its duties under this
agreement, but shall devote only so much of its time and attention as it
deems reasonable or necessary for such purposes.
6. Term
Consulting agreement will become effective upon receipt of signed
contract and payment of 15,000 shares of free trading stock in Xxxxx
Electronics, Inc. The term will be for eight (8) months.
7. In general
This agreement sets forth the entire agreement and understanding between
the parties with respect to its subject matter and supersedes all prior
discussions, agreements and understandings of every and any nature between
them with respect thereto. This agreement shall be governed by and construed
in accordance with the laws of the State of New York applicable to agreements
made to be performed entirely within such state.
In witness whereof, the parties have caused this agreement to be signed by
their respective officers or representatives duly authorized on the day and
year first above written.
Xxxxx Electronics, Inc.
/s/ Xxxx Xxxxx 11/24/98
Xxxx Xxxxx CEO date
Market Surveys International, Inc.
/s/Xxxx X. Xxxxxxxxx
Xxxx D, Xxxxxxxx November 16, 1998
Vice President of Sales date
