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EXHIBIT 6.1
MICRO-ASI, Inc.
CONSULTING AGREEMENT
This agreement "Agreement", effective as of June 1, 1997, is made by
and between S&N Corporation "Consultant" and Micro-ASI, Inc. as "Company" for
consulting services to be rendered by Consultant to Company.
WHEREAS, the Company is a development stage company desiring the
expertise of Consultant with respect to the designing, manufacturing, and
marketing a notebook computer utilizing multi-chip module (MCM) technology, and
WHEREAS, Company acknowledges consultant shall provide services on a
nonexclusive basis, and
WHEREAS, Company is in the process of raising capital and uncertain as
to the amount that will be raised, and
WHEREAS, Company, at this time, is not financially capable of employing
consultant on a full time basis, and
WHEREAS, Consultant acknowledges that, until such time that the Company
has successfully developed a marketable product and is receiving significant
revenues the from the sale of said product, the Company does not intend to offer
Consultant full time employment,
NOW THEREFORE, Consultant and Company agree as follows:
1. Consultant shall provide consulting services to Company for
the purpose of designing, developing and marketing a multi-chip module
to be utilized on the motherboard for notebook computers.
2. Consultant, although not an employee of the Company, will
agree to take the title of Chairman of the Board and represent the
Company as Chief Executive Officer.
3. Consultant shall be paid, in advance on the first day of
each month, a consulting fee of $15,000 per month and a travel
allowance of $ 10,000 per month.
4. Consultant represents and warrants that he is under no
obligation or restriction, nor shall he assume any such obligation or
restriction, which would in any way interfere or be inconsistent with,
or present a conflict of interest concerning the services to be
rendered by Consultant under this Agreement.
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5. All work generated hereunder or goods produced pursuant to
this Agreement shall become the property of Micro-ASI.
The parties to this Agreement mutually agree that this Agreement
contains the entire understanding between the parties and this Agreement shall
not be modified other than by an instrument, in writing, executed by both
parties.
This Agreement may be terminated by either party with a minimum of 30
days written notice.
This agreement shall be construed and interpreted in accordance with
the laws of the State of Texas.
Consultant /s/ X.X. XXXXX CEO & CHMN
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S&N Corporation
Signed by /s/ XXXXX X. XXXXX
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Xxxxx X. Xxxxx, Xx.
Micro-ASI, Inc. /s/ XXXX X. XXXXXXXXX, PRESIDENT
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Xxxx X. Xxxxxxxxx, as President
