EXHIBIT 6.6
Agreement between Axion Spatial Imaging Inc.
And
ChaseGlobal Capital
Axion retains the services of ChaseGlobal for a period of seven
months from the date of this agreement to perform the following
services:
a) Act as financial advisor and consultant to Axion;
b) Place Xxxxxxx X. Xxxxxxxxxxx, ChaseGlobal Comptroller on the
Board of Directors of Axion for a term of one year. This
will need to be ratified by shareholders. ChaseGlohal will
provide a resume (cv), no later than October 31, 1999.
1. In consideration of the above services, Axion agrees to pay to
ChaseGlobal a fee of $35,000.00 USD payable only in shares
of common stock of the Company in monthly installments of
20,000 shares. The shares of common stock shall be valued at
$.25 USD per share.
a) The shares will be paid monthly upon receipt of a
monthly invoice for $5000.00 USD from ChaseGlobal.
b) The maximum shares to be paid out under this agreement
are 140,000 shares. The shares shall he "restricted
securities" as that term is defined in Rule 144 under
the Securities Act of 1933, as amended.
c) No additional compensation will be due to the Director
position.
2. This agreement will expire without notice or compensation if
the minimum monthly payments in the Stock Purchase agreement
between Axion and Banakor Swisse S.A. have not been received by
Axion as agreed.
3. With respect to the purchase of the Shares, Buyer warrants and
represents the following:
a) Buyer has been fully advised of the financial condition of
the Company, has been allowed to review all relevant
financial, business and legal documentation sufficient to
enable it to evaluate its investment in the Shares. No
representation or inducement has been made to Buyer which
conflicts with this information;
b) Buyer has been provided with all materials and information
requested by Buyer or its representatives, including any
information requested to verily any information furnished,
and Buyer has been provided the opportunity for direct
communication with the Company and its representatives
regarding the purchase made by this Agreement, including
the opportunity to ask questions of and
receive answers from the executive officers and directors
of the Company;
c) Buyer has sufficient knowledge and experience in financial
and business matters and is capable of evaluating the
merits and risks of this investment and of making an
informed investment decision with respect to the
investment;
d) Buyer is bale to bear the economic risk of an investment in
the Shares ands, at the present time, is able to afford a
complete loss of such investment.
e) Buyer was not solicited by any leaflet, public promotional
meeting, circular, newspaper or megamzine article, radio or
television advertisement, or any other form of general
advertising or solicitation in connection with the offer,
sale, or purchase of Company securities;
f) Buyer understands and acknowledges that the Shares will be
'restricted securities' as that term is defined in Rule 144
promulgated under the Securities Act, and that the
certificate(s) representing the Shares will bear a legend
similar to the following:
The securities represented by this certificate have not
been registered under the Securities Ad of 2933, as
amended the 'Act') and are 'restricted securities' as
that term is defined in Rule 244 as promulgated under the
Act. The securities may not be sold of transferred for
value without an effective registration statement under
the Act;, pursuant to the provisions of Rule 144 under
the Act, or pursuant to an exemption from registration
under the Act, the availability of which is to be
established to the satisfaction of the Company;
h) At the time Buyer was offered the Shares, it was, and at
the date of this Agreement is, and at the Closing Date it
will be, an accredited investor' as that term is defined in
Rule 501(a) under the Securities Act.
4. This agreement shall inure for the benefit of and be binding
upon both the parties hereto and their respective successors and
assigns.
For Axion Spatial Imaging For ChaseGlobal Capital
/s/ Xxx Xxxxxxx /s/ Xxxxxx Xxxxxxxxxxx
___________________________ _____________________________
10/14/99 10/12/99
Date: ___________________ Date: ____________________
