X. XXXXXX XXXXX, ESQ.
0000 Xxxx 00xx Xxxxxx
Xxxxx, Xxxxxxxx00000
July 22, 2003
Xxxx Xxxxxxx
Chief Executive Officer
GK Intelligent Systems, Inc.
0000 Xxxxxxxx Xxxxx
Xxxxxxx, Xxxxx 00000
Re: Engagement Agreement
Dear Xxxx:
Pursuant to our conversations, I am pleased to provide this Engagement Agreement
which sets forth the terms of my relationship with GK Intelligent Systems, Inc.
and its affiliates (the "Company") pursuant to which I will, for a period of
three months from the date of the execution of this letter, act as the Company's
counsel with respect to the following:
(i) Executive Management and Public Markets Consulting. As part of my
legal services, I will meet with and advise certain members of the
Company's executive management regarding a comprehensive program of
positioning the Company and its publicly traded securities within the
marketplace to optimize exposure to customers and potential
shareholders. Additionally, upon request I will assist the Company in
devising an internal protocol for corporate governance in light of the
recently enacted Sarbanes Oxley legislation. In addition to the
foregoing, I will together with executive management analyze the
Company's overall capital structure, and assist and advise the Company
in implementing any necessary restructuring to best position the
Company for attracting additional debt or equity capital. Nothing,
however, contained in this agreement in any way involves company or
stock promotional services. I will herein be engaged strictly as legal
advisor.
Though I have requested that the Company pay the fees associated with my
consulting and management representation in cash, the Company has indicated that
it is not in a position to do so. As such, I will agree to accept equity in the
Company as compensation for such services. The fees for the consulting and
management services contemplated by this Agreement shall be seventy-five
thousand dollars ($75,000), which shall payable in the form of 500,000 shares of
the common stock of the company which shares have been registered under the
Securities Act of 1933 on Form S-8 and registered by qualification pursuant to
Section 304 of the Oklahoma Securities Act, as follows:
(1) Three hundred thousand (300,000) shares of common stock within
five (5) days of the approval of the registration by qualification
pursuant to Section 304 of the Oklahoma Securities Act.
(2) One hundred thousand (100,000) shares of common stock issued and
delivered by August 30, 2003; and
(3) One hundred thousand (100,000) shares of common stock issued and
delivered by September 30, 2003.
This Agreement may be terminated by either party upon thirty (30) days prior
written notice, upon which termination any shares issued for fees or to be
issued hereunder shall be pro rated and adjusted accordingly.
THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF TEXAS APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED WITHIN SUCH
STATE. Prior to filing any lawsuit or other statement of claim, the parties
hereby agree to submit to mediation by a Texas certified mediator as selected
mutually by the parties. Should a dispute exist following mediating same in good
faith, the parties agree to submit any dispute arising under this Agreement or
any action to enforce the terms hereof to the jurisdiction, rules and standards
of the American Arbitration Association, whose ruling shall be binding upon said
parties.
This agreement is the sole and entire Agreement between the parties pertaining
to its subject matter and supersedes all prior Agreements, representations and
understandings of the parties. No modifications of this Agreement shall be
binding unless agreed to in writing by all parties to this Agreement. This
Agreement shall be binding on and shall inure to the benefit of the successors
and assigns of the parties hereto.
Kindly indicate your understanding and agreement to the terms and conditions of
this engagement agreement by signing and returning a copy of this letter by fax
to (000) 000-0000. I am looking forward to working closely with you on this
assignment.
Sincerely,
X. Xxxxxx Xxxxx,
--------------------
X. Xxxxxx Xxxxx,
Esq. Oklahoma Bar
No. 18606
ACKNOWLEDGED, UNDERSTOOD AND AGREED AS TO TERMS:
GK Intelligent Systems, Inc.
/S? Xxxx X. Xxxxxxx July 22, 2003
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Xxxx Xxxxxxx Dated Effective
Chief Executive Officer
