[EXHIBIT 99.3]
CONSULTING AGREEMENT
This consulting agreement (this "Agreement"), effective as of May
31, 2006 is entered by and between PSI- TEC Holdings, a Nevada
Corporation ("the Company") and Draco Financial LLC. a Florida
Limited Liability Company ("Consultant").
RECITALS
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WHEREAS, Consultant has experience in the area of corporate finance,
investor communications and financial and investor public relations;
and
WHEREAS, the Company desires to engage the services of Consultant to
assist and consult with the Company in matters concerning corporate
finance, investor communications and public relations with existing
shareholders, brokers, dealers and other investment professionals as
to the Company's current and proposed activities;
NOW THEREFORE, in consideration of the premises and the mutual
covenants and agreements herein set forth, and intending to be
legally bound, the Company and Consultant agree as follows:
1. Term of Consultancy. The Company engages Consultant to act in
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a consulting capacity to the Company, and the Consultant agrees
to provide services to the Company commencing on the date first
set forth above and ending one year later (the "term of this
Agreement.")
2. Duties of Consultant. The Consultant will generally provide
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the following specified consulting services ( the "Services")
through its officers and employees during the term of this
Agreement:
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 foundation for subsequent financial public
relations efforts;
B. Introduce the Company to the financial community;
C. With the cooperation of the Company, 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, 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 (iii) financial and media public
relations generally;
E. Perform the functions generally assigned to
investor/stockholder relations departments in major
corporations, including responding to telephone and
written inquiries (which may be referred to the
Consultant by the Company); assisting in the
preparation of press releases for the Company with
the Company's involvement and approval or 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, communications
and consulting with respect to corporate symbols,
logos, names, the presentation of such symbols,
logos, and names, and other matter relating to
corporate image.
F. Upon receipt of the Company's approval, disseminate
information (media kit) regarding the Company to
shareholders, brokers, dealers and other investment
community professionals and the general investing
public.
G. Upon receipt of the Company's approval, conduct
meetings in person or by telephone, with brokers,
dealers, analysts, other investment 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 investment community
implications thereof; and
I. Otherwise perform as the Company's financial
relations and public relations consultant.
1. Allocation of Time and Energies. The Consultant will perform
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the Services in a professional manner in accordance with
accepted industry standards and in compliance with applicable
securities laws and regulations. Although no specific hours-
per-day requirement will be required, the parties acknowledge
and agree that a disproportionately large amount of the effort
to be extended and the costs to be incurred by the Consultant
and the benefits to be received by the Company are to be
expected to occur upon and shortly after, and in any event,
within two months of the effectiveness of this Agreement. It
is explicitly understood that Consultants performance of its
duties hereunder will in no way be measured by the price of
the Company's common stock, nor the trading volume of the
Company's common stock.
2. Remuneration. As full and complete compensation for the
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Consultant's agreement to perform the Services, the
Company shall compensate the Consultant as follows:
A. For undertaking this engagement and for other good and
valuable consideration, the Company agrees to issue and
deliver to the Consultant a "Commencement Bonus"
payable in the form of 200,000 shares of the
Company's Common Stock ("Common Stock"). This
Commencement Bonus shall be issued to the Consultant
immediately following execution of the Agreement and
shall, when issued to the Consultant be fully paid
and non assessable. The Company understands and
agrees that engagement and the Company derives
substantial benefit from the execution of this
Agreement and the ability to establish its
relationship with the Consultant. The shares of
Common Stock issued as a Commencement Bonus,
therefore, constitute payment for Consultant's
agreement to consult with the Company and are a
prepayment for future services. If the Company
attempts to terminate this Agreement prior to the
expiration of its term for any reason whatsoever, it
is agreed and understood that Consultant will not be
requested or demanded by the Company to return any
of the Shares paid to it hereunder.
B. All Shares of the Common Stock issued pursuant to
this Agreement shall be issued in the name of
Consultant. The Company agrees that it will use
its best efforts to include all shares issued to
Consultant hereunder in the Company's next
Registration Statement to be declared effective by
the SEC as soon as possible thereafter.
5. Expenses. Consultant agrees to pay for all its expenses (phone,
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labor, etc.), other than extraordinary items for which the
Company will reimburse Consultant. Such extraordinary items
include travel and entertainment required by/or specifically
requested by the Company, luncheons or dinners for large groups
of investment professionals, mass faxing to a sizable
percentage of the Company's constituents, investor conference
calls, print advertisements in publications and like expenses
approved by the Company prior to its incurring an obligation
for reimbursement.
6. Indemnification. The Company agrees to indemnify and hold
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Consultant harmless from and against any losses, damages or
liabilities related to or arising out of Consultant's
engagement, and will reimburse Consultant for all reasonable
expenses (including reasonable counsel fees) as they are
incurred by Consultant in connection with investigating,
preparing for or defending any action or claim related thereto,
whether or not in connection with pending or threatened
litigation in which Consultant is a party. The Company will
not, however, be responsible for any actions, claims,
liabilities, losses, damages or expenses which are finally
judicially determined to have resulted primarily from the bad
faith or gross negligence of Consultant. The Company also
agrees that Consultant shall not have any liability for or in
connection with such engagement, except for any such liability
for losses, claims, damages, liabilities or expenses incurred
by the Company that result primarily from the bad faith or
gross negligence of Consultant. In the
event that the foregoing indemnity is unavailable (except by
reason of the bad faith or gross negligence of Consultant),
then the Company shall contribute to amounts paid or payable by
Consultant in respect of its losses, claims, damages and
liabilities in such proportion as appropriately reflects the
relative benefits as to which such losses, claims, damages or
liabilities relate to and other equitable considerations;
provided, however, that in no event shall the amount to be
contributed by Consultant exceed the amounts actually received
by Consultant. The foregoing shall be in addition to any rights
that Consultant may have at common law or otherwise and shall
extend upon the same terms to inure to the benefit or and
director, officer, employee, agent or controlling person
Consultant.
7. Representations. The Company warrants and represents that all
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oral communications, written documents or materials furnished
to Consultant are accurate, and the Consultant warrants and
represents that all communications by Consultant with the
public with respect to the financial affairs, operations,
profitability and strategic planning of the Company will be in
accordance with information provided to it by the Company. The
Company may rely upon the accuracy of the information provided
by the Company without independent investigation. Consultant
represents that it is not required to maintain any licences
and registrations under federal or any state regulations
necessary to perform the services set forth herein. Consultant
acknowledges that to the beast of its knowledge. Consultant
and its officers and directors are not the subject of any
investigation, claim, decree or judgment involving any
violation of the SEC or securities laws.
8. Status as Independent Contractor. Consultant's engagement
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pursuant to this Agreement shall be as independent contractor,
and not as 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 provided hereinabove is
a gross amount of consideration and that the Company will not
withhold from such 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 payments 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.
9. Attorneys Fees. If any legal action or any arbitration or other
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proceeding is brought for the enforcement or interruption of
the Agreement, or because of 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 they may be entitled.
10. Waiver. The waiver by either party of a breach of any provision
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of this agreement by the other party shall not operate or be
construed as a waiver of any subsequent breach by such other party.
11. Notices. All notices, requests, and other communications
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hereunder shall be deemed to be duly given if sent by U.S.
mail, postage, prepaid, addressed to the other party at the
address set forth herein below:
Draco Financial PSI Tech Holdings 2601
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0000 X. XX Xxxxxxx Xx. Xxxxxx Drive
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Xxxxx 000 Xxxxx 00
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Xxxxxxxx, XX 00000 Xxxxxxxxxx, Xxxxxxxx 00000
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Either party may change address to which notices for it shall
be addressed by providing notice of such change to other party
in the manner set forth in this paragraph.
12. Choice of Law, Jurisdiction and Venue. This Agreement shall be
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governed by, construed and enforced in accordance with the
internal laws of the State of Delaware, without giving effect
to its conflict of laws choice of law principals.
13. Arbitration. Any controversy of claim arising out of or
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relating to this Agreement, or the alleged breach thereof, or
relating to Consultant's activities or remuneration under
this Agreement, shall be settled by binding arbitration in
Wilmington, Delaware, in accordance with the applicable rules
of the American Arbitration Association, and judgement on the
award rendered by the arbitrator(s) shall be binding on the
parties and may be entered in any court having jurisdiction.
14. Complete Agreement. This Agreement contains the entire
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agreement of the parties relating to the subject matter
hereof. This Agreement and its terms 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:
"The Company" PSI-TEC HOLDINGS
Date: 6/19/06 By: /s/ Xxx Xxxxxx
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Xxx Xxxxxx, CEO
& Its Duly Authorized Officer
"Consultant" DRACO FINANCIAL LLC
Date: 6/14/06 By: /s/Xxxx Xxxxxxxx
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Xxxx Xxxxxxxx, CEO
& Its Duly Authorized Officer
