AGREEMENT FOR CONSULTING SERVICES
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This agreement is made this 27th day of November, 1995, in Denver, Colorado
by and between Management Technologies, Inc., 000 Xxxxxxx Xxxxxx, Xxx Xxxx, XX
00000, a New York Corporation, hereinafter referred to as `MTCI'' as Xxxxxxxx &
Xxxxxxx Investments, 000 Xxxxxxxxx Xxxxxx, Xxx 000, Xxxxxx, XX 00000, a Colorado
Corporation, hereinafter referred to as `Consultant''.
Section I
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Purpose of Engagement
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MTCI hereby contracts with Consultant to act as its advisor with respect to
providing financial consulting which may include capital formation,
establishment of credit lines, multiple financing strategies, and public
relations support activities to MTCI.
Section II
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Consultant's Fee
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Client shall pay to Consultant for all services rendered, in accordance
with Section I above, a fee of any gross proceeds raised as follows: 3% (U.S.)
in cash, and 1% in unregistred Rule 144 securities based on the bid price of .75
cents or the bid price of stock at closing, whichever is lower. Consultant fees
will be paid by MTCI and due upon receipt of any portion of any offering
proceeds that may be received as a result of multiple closings.
Section III
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Term
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The term of this Agreement shall commence upon execution hereof and shall
continue so long as neither party hereto shall provide notice of termination as
defined herein below in section V.
Section IV
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Reliance, Representations and Indemnification
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All services and work produced by Consultant shall be deemed confidential,
and for the exclusive use and benefit of MTCI only.
Section V
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Termination
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This agreement may be terminated at any time by either party providing ten
(10) days notice of the same to the non-terminating party at the address
indicated herein or such other address as the parties may so designate.
Section VI
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Miscellaneous
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1. Assignability - Neither party shall have the right to assign any right
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or obligation under this Agreement without the prior written approval of the
other party.
2. Severability - If any provision, paragraph or subparagraph of this
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Agreement is adjudged by any court to be void or unenforceable in whole or in
part, this adjudication shall not affect the validity of the remainder of the
Agreement. Each provision, paragraph or subparagraph of this Agreement is
including any other provision, paragraph or subparagraph of this Agreement is
separable from every other provision, paragraph and subparagraph and constitutes
a separate and distinct covenant.
3. Attorney Fees - If a dispute arises between the parties hereto and such
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dispute can only be resolved by litigation then, in such case, the prevailing
party in such litigation shall be entitled to recover all costs of such action,
including but not limited to reasonable attorney fees.
4. Governing Law - This agreement shall be subject to and governed by the
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laws of the state of Colorado.
5. Amendment - This agreement may only be amended in writing, duly endorsed
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by the parties hereto.
IN WITNESS WHEREOF the parties have executed this Agreement effective the first
date written above.
Xxxxxxxx & Xxxxxxx Investments
Subject to minimum of 2M$ being raised
By: /s/ Xxxx Xxxxxxx Changed from 4 to 2 as per agreement of
Partner Board
Management Technologies, Inc.
By: /s/ Xxxx Xxxx
CEO
