EXHIBIT 10.19
AGREEMENT
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This AGREEMENT is made as of May 20, 1997 by and between ZMAX Corporation,
a Nevada corporation (the "Company"), and Investor Communications Company, LLC,
a Maryland limited liability company (the "Consultant").
RECITALS
The Company and the Consultant are parties to an Investor Relations
Consulting Agreement dated September 20, 1996 (the "ICC Agreement").
The Company and the Consultant desire to terminate the ICC Agreement and
to release each other from all further obligations and liabilities under the ICC
Agreement.
The Company is willing to give the Consultant, and the Consultant is
willing to accept, compensation in full for all services rendered under the ICC
Agreement subject to the terms and conditions set forth in this Agreement.
AGREEMENT
In consideration of the foregoing and the mutual promises and covenants
contained herein, the parties agree as follows:
1. Compensation for Prior Services Under ICC Agreement.
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1.1 Compensation. Upon the execution of this Agreement, as compensation
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for bona fide services rendered by the Consultant not in connection with
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capital-raising transactions, the Company will cause 60,000 shares of the common
stock of the Company, par value $.001 (the "Consultant Shares"), to be issued in
the name of the Consultant as consideration in full for all services rendered by
the Consultant under the ICC Agreement through the effective date of this
Agreement.
1.2 Acknowledgment. The Consultant acknowledges and agrees that the
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Consultant Shares constitute full and complete payment for all services and any
costs and expenses incurred by the Consultant under the ICC Agreement and hereby
releases the Company from payment of any amounts due or owing under the ICC
Agreement, other than any reasonable expenses incurred by the Consultant on
behalf of the Company through the effective date of this Agreement. Such
additional expenses will be paid by the Company within 30 days of receipt of the
Consultant's invoice for such amounts, together with supporting documentation
therefor.
2. Termination of ICC Agreement.
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2.1 Termination. The parties agree that, upon the execution of this
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Agreement, the ICC Agreement is terminated and neither party will have any
further obligation or liability to the other party under the terms thereof.
2.2 Release by Consultant. The Consultant, and all of its affiliates,
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successors and assigns, for and in consideration of the compensation made in
accordance with Section 1 above, the receipt and adequacy of which is hereby
acknowledged, hereby waives all of its rights by virtue of or under the ICC
Agreement and further releases and discharges the Company from each and every
claim, debt, sum of money, agreement, obligation, promise, damage, compensation
and claims or demands whatsoever to the Consultant in connection with the ICC
Agreement or that the Consultant had, has, or may hereinafter have in connection
with the ICC Agreement.
2.3 Release by Company. The Company, and all of its affiliates,
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successors and assigns, for and in consideration of the mutual releases
contained herein, hereby waives all of its rights by virtue of or under the ICC
Agreement and further releases and discharges the Consultant from each and every
claim, debt, sum of money, agreement, obligation, promise, damage, compensation
and claims or demands whatsoever to the Company in connection with the ICC
Agreement or that the Company had, has, or may hereinafter have in connection
with the ICC Agreement.
3. Representations and Warranties.
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3.1 Authority. The Consultant represents and warrants it has the
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requisite power and authority to execute and deliver this Agreement and to
consummate the transactions contemplated hereby. This Agreement has been duly
executed and delivered by the Consultant and constitutes a valid and binding
agreement of the Consultant and is enforceable against the Consultant in
accordance with its terms.
3.2 Suitability of Investment. In connection with the Consultant's
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acquiring the Consultant Shares pursuant to Section 1 of this Agreement, the
Consultant represents and warrants as follows:
(a) The Consultant understands and agrees that the Consultant
Shares have not been registered under the United States Securities Act of 1933,
as amended (the "Securities Act"), or any other securities statute or regulation
of the United States, or with any agency regulating the sale of securities of
any state or any other federal or state authority, nor has any official charged
with the administration of federal or any state securities laws reviewed the
Agreement or passed on or endorsed the merits of the transactions contemplated
by this Agreement.
(b) The Consultant has not and will not, directly or indirectly,
offer, sell, transfer, assign, exchange, or otherwise dispose of all or any part
of the Consultant Shares unless: (i) such Consultant Shares are registered under
the Securities Act and applicable state securities laws; (ii) exemptions from
such registration requirements are available; (iii) such requirements are not
applicable; or (iv) any disposition of the Consultant Shares is made 90 days or
more after the Company becomes subject to the reporting requirements of Section
13 or Section 15(d) of the United States Securities and Exchange Act of 1934, as
amended (the "Exchange Act"). The Consultant will not transfer any Consultant
Shares unless, in the opinion of counsel to the Company, one or more of the
conditions in this subparagraph (b) have been met and the transfer otherwise
complies with all applicable laws.
(c) The Consultant has provided bona fide services to the Company
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under the ICC Agreement not in connection with capital raising transactions in
consideration for the Consultant Shares.
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(d) The Consultant acknowledges and understands that an investment
in the Company is speculative in nature and involves a high degree of risk. The
Consultant further acknowledges and agrees that the Consultant has been afforded
access to such business and financial information regarding the Company as the
Consultant has deemed appropriate in order to make an informed investment
decision to hold the Consultant Shares and has been given the opportunity to ask
questions of, and receive answers from, the officers and other employees of the
Company relating to all aspects of the Company and its business, and all such
questions have been answered to the full satisfaction of the Consultant, and the
Consultant has otherwise had the opportunity to obtain from the Company and from
publicly available documents any and all information necessary to verify the
accuracy of any information so provided. The Consultant has relied solely on the
information it has received from such investigation in making its investment
decision and has not relied on projections or other forward-looking information
provided by the Company in making such decision.
(e) The Consultant's principal place of business is in the State
of Maryland. Xxxx Xxxxxxxxx owns, directly or indirectly, all of the equity
interest in the Consultant.
(f) The Consultant has an adequate net worth and means to provide
for its current needs and contingencies and is able at this time and in the
foreseeable future to bear the economic risk of a total loss of its investment
in the Company.
4. Indemnification. The Consultant understands and agrees that the
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Consultant Shares are being offered and sold to it in reliance on specific
exemptions from, or non-applicability of, the registration requirements of the
United States federal and state securities laws and that the Company and its
officers, directors, employees, agents, and affiliates are relying on the truth
and accuracy of the representations, warranties and agreements, acknowledgements
and understandings of the Consultant to determine the applicability of such
exemptions and the suitability of the Consultant to acquire the Consultant
Shares. The Consultant further acknowledges and agrees that it understands the
meaning and legal consequences of the representations and warranties in Section
3 herein, and hereby agrees to indemnify and hold harmless the Company and its
officers, directors, employees, agents, and affiliates from and against any and
all liability, loss, damage, cost, or expenses (including, without limitation,
reasonable attorneys' fees) due to or arising out of a breach of any such
representations or warranties or any failure to fulfill any covenants or
agreements contained in this Agreement. All representations and warranties
contained in this Agreement and the indemnification contained in this Section 4
shall survive the execution and delivery of this Agreement and the issuance of
the Consultant Shares.
5. Notices. Any notices required or permitted under this Agreement
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shall be in writing and delivered in person, sent by facsimile, or sent by
registered or certified mail, return receipt requested, with proper postage
affixed, to the a party at the following address, or any notified change
thereto:
If to the Company: ZMAX Corporation
00000 Xxxxxxx Xxxxxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Telephone: (000) 000-0000
Fax: (000) 000-0000
Attention: President
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If to the Consultant: Investor Communications Company, LLC
0000 Xxxx Xxxx Xxxxxxx
Xxxxx 000
Xxxxxxxx, Xxxxxxxx 00000
Telephone: (000) 000-0000
Fax: (000) 000-0000
Attention: Xxxx Xxxxxxxxx
All notices will be effective upon receipt or refusal of receipt.
6. Assignment. This Agreement, and the rights and obligations of the
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Company under the provisions hereof, may not be assigned by either party, except
that the Company may assign this agreement to any successor in interest of the
Company by merger, consolidation or otherwise.
7. Successors and Assigns. This Agreement shall be binding upon the
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successors, permitted assigns, and legal representatives of the parties hereto.
8. Severability. The invalidity or unenforceability of any provision
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of this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, and this Agreement shall be construed and carried
out as nearly as possible according to its original terms and intent.
9. Waiver. The failure or delay of either party to exercise any of
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the rights or remedies provided herein will not operate as a waiver thereof; nor
will any waiver by either party of any breach of this Agreement operate as a
waiver of any other or subsequent breach. No provision of this Agreement may be
waived except in a writing signed by the party granting such waiver.
10. Governing Law. This Agreement and all amendments, modifications,
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alterations or supplements hereto shall be governed by, and construed in
accordance with, the laws applicable in the State of Maryland, without reference
to the principles thereof regarding conflicts of law. Each of the parties
hereto agrees to submit to the jurisdiction of the state courts and, to the
extent jurisdiction can be obtained, U.S. federal district courts sitting in the
State of Maryland.
11. Entire Agreement; Amendment. This Agreement constitutes the entire
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and exclusive understanding and agreement of the parties regarding the subject
matter addressed herein. No amendment or modification of this Agreement will be
valid or binding upon the parties unless made in writing and signed by both
parties hereto. All prior understandings and agreements, whether written or
oral, relating to the subject matter of this Agreement, including, without
limitation, the ICC Agreement, are hereby expressly superseded.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
set forth above.
INVESTOR COMMUNICATIONS COMPANY ZMAX CORPORATION
By: /s/ Xxxx Xxxxxxxxx By: /s/ Xxxxxxx X. Xxxxxxx
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Xxxx Xxxxxxxxx Xxxxxxx X. Xxxxxxx
President President
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