CONSULTING AND ACQUISTION MANAGEMENT AGREEMENT
This Consulting and Acquisition Management Agreement effective the 1st
day of July, 2003 by and between Ultimate Security Systems Corporation ("USSC"),
a Nevada corporation (the "Company") Dollars and Sterling Corporation D/B/A
Xxxxxxx & Associates ("S&A"), a Florida corporation.
WHEREAS, the Company desires to engage the services of S&A (the
"Services") to identify and evaluate merger or acquisition candidates for the
Company as well as to assist the Company in the identification, evaluation and
structure mergers, consolidations, acquisitions, joint ventures and strategic
alliances (hereinafter collectively referred to as "Acquisitions") and to
provide certain financial public relations services for Company.
WHEREAS, S&A, has represented to the Company that it has expertise in
such areas and has successfully performed such services for other private and
publicly-traded companies in the past.
WHEREAS, S&A, desires to perform the Services on behalf of the Company.
WHEREAS, the parties hereto desire to set forth the terms and
conditions of the agreement of S&A, to perform the services.
NOW THEREFORE, in consideration of the mutual promises contained herein
and intending to be legally binding hereby, the parties hereto agree as follows:
1. RECITALS. The foregoing recitals are true and correct.
2. CONSULTING SERVICES.
2.1. S&A, agrees to assist and advise the Company in its financial public
relations by working with outside entities as directed by the Company.
2.2. The preparation of an acceptable executive summary (if needed) for
financing in the form of but not limited to, Equity placement, sale
lease-back of assets, leverage leasing of capital equipment and Joint
Ventures or Strategic Partners;
2.3. Distribution of publicly available corporate materials on USSC to the
brokerage community, institutional and individual investors, and other
interested parties (upon request, or as instructed by USSC);
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2.4. Telephone and personal meetings with individual investor groups,
regional brokerage firms, and/or institutional investors, when
appropriate;
2.5. Arrangement of management presentations to stockbroker groups, research
analysts, and/or portfolio managers, in various cities around the U.S.
and Canada;
2.6. Services involving investor relations, corporate finance or
introductions to funding and banking sources and S&A will consult with
the Company's management and provide recommendations concerning
financial and related matters including:
a. Changes in the capitalization of USSC;
b. Changes in USSC corporate structure;
c. Redistribution of shareholdings of USSC stock
d. Offerings of securities in public transactions;
e. Sales of securities in private transactions;
f. Alternative uses of corporate assets;
g. Structure and use of debt; and
h. Sale of stock by insiders pursuant to Rule 144 or otherwise.
3. TERM. This agreement shall be for a term ("Term") of two (2) years from
the date hereof. However, the Agreement may be terminated by either
party upon thirty (30) days prior written notice.
4. COMPENSATION. The Company shall pay the following compensation to
S&A in consideration of the Services to be rendered hereunder:
4.1. A one time, up front payment of five thousand dollars ($5,000)
followed by a monthly fee of five thousand dollars ($ 5,000.00) during
the term of this Agreement. Such fee shall include normal out of pocket
expenses incurred by S&A. Any extraordinary expenses for which S&A
desires to be reimbursed must be approved in writing in advance by the
Company.
4.2. Upon the completion of the merger agreement with ImmunoTechnology
Corporation the Company shall grant S&A an option to purchase up to
1,600,000 common shares of the Company's common stock (subject to the
conversation ratio as set forth in the agreement with
ImmunoTechnology). The Company shall deliver such shares, within
fifteen (15) days of the date such option is exercised by S&A. In
addition the company will file a registration statement with the SEC
within 45 days of the signed contract to register the shares underlying
these options. The purchase price of these options will be $ .10 per
share (subject to the conversation ratio as set forth in the agreement
with ImmunoTechnology). This option will be available for one year from
the date of this contact or one year from the effective date of the
Registration Statement.
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4.3. Compensation defined in item 4.1 is contingent on the amount of
funding to the company, arranged and placed by S&A. These amounts are
percentage based on a funding level of one million dollars ($1,000,000)
up to a maximum of four million dollars ($4,000,000).
4.4. Upon closing of any Financing and/or Funding (exclusive of the
company's currently outstanding common stock warrants) .The COMPANY
shall pay `SA' on an advisory and introduction fee in an amount to be
mutually agreed upon but no less than 4% of the financing.
5. ENTIRE AGREEMENT. This Agreement contains the entire agreement among
the parties with respect to the subject matter hereof and supercedes
all prior agreements, written or oral, with respect thereto.
6. WAIVERS AND AMENDMENTS. This Agreement may be amended, modified,
superseded, cancelled, renewed or extended, and the terms and
conditions hereof may be waived, only by a written instrument signed by
the parties or, in the case of a waiver, by the party waiving
compliance. The rights and remedies herein provided are cumulative and
are not exclusive of any rights or remedies which any party may
otherwise have at law or in equity.
7. GOVERNING LAW. This Agreement shall be governed and construed in
accordance with the laws of the State of Florida.
8. NO ASSIGNMENT. This Agreement is not assignable by the parties
without the prior consent of the others.
9. SEVERABILITY. The invalidity or unenforceability of any term,
phrase, clause, paragraph, restriction, covenant, agreement or other
provision of this Agreement shall in no way affect the validity or
enforcement of any other provision or part thereof.
10. NO AGENCY. S&A shall not, without the express written consent of
the Company, hold itself out as the agent of the Company, nor shall S&A
have the authority to bind the Company or incur liabilities on behalf
of the Company, except as otherwise provided for herein, without the
express written consent of the Company.
11. NOTICES. All notices to be given hereunder shall be in writing,
with fax notices being an acceptable substitute for mail and/or and
delivery to:
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If to Xxxxxxx & Associates:
0000 Xxxxxxxxx Xxxx
Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
Att: Xxxxx X. Xxxxxxx, Xxxxxxx & Associates,
If to the Company: 00000 Xxxx XxXxxxxxx
Xxx X
Xxxxxx, Xx 00000
Attention: Xxxxx X. Xxxxxx, President
IN WITNESS WHEREOF, the parties have executed this Agreement on the date
first above written.
ULTIMATE SECURITY SYSTEMS CORPORATION
BY:
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Xxxxx X. Xxxxxx, CFO
Dollars and Sterling Corp D\B\A Xxxxxxx & Associates
BY:
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Xxxxx X Xxxxxxx, President
