Exhibit 10.7
CONSULTING AGREEMENT
This Consulting agreement ("Agreement") is entered into this 27th day
of February 1997 by and between Financial Intranet Inc., formerly Wee Wees Inc.,
(hereinafter referred to as "FNTN"), with principal offices at 00 Xxxxx Xxxxxx
Xxx Xxxx, XX, Suite 314 and Xxxxxxx Xxxxxxxx (hereinafter referred to as
"Xxxxxxxx") with principal residence at 0 Xxxxx Xxxx Xxxxxxxxx XX 00000
Whereas FNTN wishes to retain Xxxxxxxx as a consultant to
FNTN during its development stages; and
Whereas FNTN contemplates entering into a long term employment with
Xxxxxxxx as one of the considerations offered to Xxxxxxxx to undertake the
consultancy activities with FNTN; and
Whereas Xxxxxxxx wishes to aid FNTN as a consultant during
its development stages; and
Whereas Xxxxxxxx intends to accept, when and if offered by FNTN, an
acceptable long term employment agreement;
Now Therefore it is agreed as follows;
1. The above preamble to this Agreement, representing the intent of
Xxxxxxxx and FNTN to one and other is hereby incorporated and made part of this
Agreement,
2. FNTN, being unable, at this time, to offer and support a long term
employment agreement with Xxxxxxxx, agrees to retain Xxxxxxxx as a paid
consultant to aid FNTN to expand and implement its initial business plan,
funding and marketing activities as more fully described in the original
business plan attached hereto for reference purposes.
3. FNTN agrees to pay to Xxxxxxxx a consulting fee, payable from funds
when and if available on a priority basis, a monthly stipend of $12,500, (the
"Consulting Fee") during the period commencing with the date of this Agreement
and terminating upon the date that FNTN and Xxxxxxxx execute and enter into a
mutually acceptable Employment Agreement,
4. In the event FNTN does not pay the Consulting Fee to Xxxxxxxx for
three (3) consecutive months, then in that event, Xxxxxxxx may, at his sole
option, agree to defer any Consulting Fees or terminate this Agreement upon
advising FNTN in writing of his intention to terminate his activities as a
consultant.
(A) Upon termination as provided for hereinabove, neither FNTN nor
Xxxxxxxx shall have any further liability to each other with the
exception that FNTN shall remain liable to pay to Xxxxxxxx any
Consulting Fees due but not paid to
Xxxxxxxx as well as any out of pocket expenses incurred or advanced by
Xxxxxxxx for the account of FNTN in his furtherance of his consulting
activities for FNTN under the terms of this Agreement.
expenses incurred or advanced by Xxxxxxxx in performing his duties under the
Agreement for the benefit of FNTN.
(A) Any single expense in excess of two hundred and fifty dollars
($250) shall require the approval of the Board of Directors of FNTN
prior to Xxxxxxxx expending or incurring funds equal to or greater than
any single expense of $250.
6. It is the intent of this Agreement to establish a long term
employment agreement between FNTN and Xxxxxxxx, at the earliest time, during
which FNTN can implement the terms of the long term employment agreement
provided that:
(B) This Agreement shall still be in effective at the time that
employment agreement is offered by FNTN, accepted by Xxxxxxxx and
executed by FNTN and Xxxxxxxx and approved by the Board of Directors of
FNTN; and
(B) The term of the long term employment agreement shall be for a term
not less than five years with acceptable renewal clauses.; and
(C) During the term of this Agreement as well as during the terms of
the long term employment agreement, Xxxxxxxx shall act as FNTN's
Temporary Secretary, and be elected to the Board of Directors, during
the effective term of this Agreement and serve as the Secretary of FNTN
and remain as a Board member as provided by the terms of the long term
employment agreement.
7. As an inducement for Xxxxxxxx to enter into this Agreement, FNTN
agrees to provide to Xxxxxxxx a total of 750,000 shares of $0.001 par value of
FNTN's common stock, to be considered as being issued to Xxxxxxxx for a value of
$750.00 and as an additional payment applied to the consulting activities to be
provided by Xxxxxxxx to FNTN;
(A) The shares issued hereunder are being provided from FNTN's treasury
shares and at a value equal to the par value of the shares since their
is currently no market for the shares issued to Xxxxxxxx hereinabove).
(B) The shares to be issued hereunder shall be made available as soon
as practical and shall be effectively issued the effective date of this
Agreement as first written above.
8. This Agreement may be terminated unilaterally by FNTN in the event
Xxxxxxxx and FNTN have not negotiated, agreed to and executed a long term
employment by and between FNTN and Xxxxxxxx by January 28, 1998.
(A) Upon termination as provided for hereinabove, neither FNTN or
Xxxxxxxx shall have any further liability to each other with the
exception that FNTN shall remain liable to pay to Xxxxxxxx any
Consulting Fees due but not paid to Xxxxxxxx as well as any out of
pocket expenses incurred or not paid to Xxxxxxxx as well as any out of
pocket expenses incurred or advanced by Xxxxxxxx for the account of
FNTN in his furtherance of his consulting activities for FNTN under the
terms of this Agreement.
9. The terms of this Agreement have been unanimously approved by FNTN's
Board of Directors as evidenced by the Minutes of the Board Directors dated
February 27, 1997.
10. This Agreement shall be construed and interpreted under the laws of
the state of New York.
11. The terms of this Agreement have been negotiated between Xxxxxxxx
and FNTN in New York City, New York State and represents the full understandings
between the parties and may not be amended except by a writing signed by both
parties.
Read and Agreed,
/s/Xxxxxxx Xxxxxxxx
Xxxxxxx Xxxxxxxx
Financial Intranet Inc.
/s/Xxxxx Xxxxx
By: (Title)
