Exhibit 10.23
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
Xxx X. Xxxxx (hereinafter referred to as "Xxxxx") with principal
residence at 0000 Xxxx Xxxx Xxxxx, Xxxxx XX 00000
Whereas FNTN wishes to retain Xxxxx as a consultant to FNTN
during its development stages; and
Whereas FNTN contemplates entering into a long term employment
with Xxxxx as one of the considerations offered to Xxxxx to
undertake the consultancy activities with FNTN; and
Whereas Xxxxx wishes to aid FNTN as a consultant during its
development stages; and
Whereas Xxxxx 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 Xxxxx 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 Xxxxx, agrees to retain Xxxxx
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 Xxxxx 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 Xxxxx execute and enter into a mutually
acceptable Employment Agreement,
4. In the event FNTN does not pay the Consulting Fee to
Xxxxx for three (3) consecutive months, then in that event, Xxxxx
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 Xxxxx shall have any further liability to each other
with the exception that FNTN shall remain liable to pay to
Xxxxx any Consulting Fees due but not paid to Xxxxx as well as
any out of pocket expenses incurred or advanced by Xxxxx for
the account of FNTN in his furtherance of his consulting
activities for FNTN under the terms of this Agreement.
5. FNTN shall advance or repay to Xxxxx, as the case may be,
for any out-of-pocket expenses incurred or advanced by Xxxxx 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 Xxxxx 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 Xxxxx, 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
Xxxxx and executed by FNTN and Xxxxx 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, Xxxxx 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 Xxxxx to enter into this Agreement,
FNTN agrees to provide to Xxxxx a total of 1,500,000 shares of
$0.001 par value of FNTN's common stock, to be considered as being
issued to Xxxxx for a value of $1,500.00 and as an additional
payment applied to the consulting activities to be provided by
Xxxxx 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 there is currently no market for the
shares issued to Xxxxx 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 Xxxxx and FNTN have not negotiated, agreed to and
executed a long term employment by and between FNTN and Xxxxx by
January 28, 1998.
(A) Upon termination as provided for hereinabove, neither
FNTN or Xxxxx shall have any further liability to each other
with the exception that FNTN shall remain liable to pay to
Xxxxx any Consulting Fees due but not paid to Xxxxx as well as
any out of pocket expenses incurred or not paid to Xxxxx as
well as any out of pocket expenses incurred or advanced by
Xxxxx 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
Xxxxx 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/ Xxx X. Xxxxx
Xxx X. Xxxxx
Financial Intranet Inc.
/s/ Xxxxxxx Xxxxxxxx, Acting President 2/27/97
By: (Title)
