Consulting Agreement
THIS FEE AGREEMENT (this "Agreement") dated the 14th day of September,
2003, is entered into by and between COGENT CAPITAL CORP., a Utah corporation
with principal offices in Salt Lake City, Utah ("Cogent"), and Cirtran, Corp., a
Nevada corporation (and its successors and assigns) with principal offices in
West Valley City, Ut., with common stock trading on the Bulletin Board Exchange
under the symbol "CIRT" ("Client").
FOR AND IN CONSIDERATION of the mutual promises and covenants set forth
herein, the receipt and adequacy of which are hereby acknowledged, the parties
agree as follows:
1. Client hereby hires Cogent to provide consulting for strategic
planning on obtaining a listing on either the American Stock Exchange ("Amex")
or NASDAQ.
2. Client agrees to pay to Cogent a fee that shall be mutually
agreeable to both parties.
3. This Agreement does not cover Cogent assisting Client in meeting the
shareholder equity requirement of NASDAQ or Amex, which is covered in a separate
agreement.
4. Cogent shall not be entitled to any additional compensation other
than specified in paragraphs 2 and 3 unless Client shall elect to renew this
Consulting Agreement. Such renewal shall be on terms and conditions agreeable to
both parties.
5. Client is authorized to disclose Cogent's status as a consultant
under the terms of this Agreement to such persons and in such manner as may be
deemed necessary to Client or its counsel.
6. Cogent shall not be responsible for any representation or warranty
made by any person or entity who or which Cogent may introduce to Client or for
any undertaking, representation, or warranty made by Client. Client further
agrees to indemnify Cogent and hold Cogent harmless from any and all liabilities
that Cogent may incur as a result of any transaction entered into or as a result
of any misrepresentation or material omission by Client.
7. Cogent shall not be liable hereunder for any matter connected with
this Agreement, except for a lack of good faith and for obligations expressly
assumed by it in this Agreement. Cogent's sole obligation is as set forth in
paragraph 1, and Cogent shall not have any obligation or any responsibility for
assisting in any negotiations between Client or any other person. At Cogent's
request, its representatives shall have the right to participate in discussions
between Client and parties introduced by Cogent.
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8. Client represents to Cogent, and agrees to represent to Cogent at
closing of any transaction contemplated hereby, as follows:
(a) Client is a corporation duly authorized, validly existing, and in
good standing under the laws of the state of its incorporation and has the
corporate power and authority to enter into and perform this Agreement;
(b) The execution and delivery of this Agreement and the consummation
of the transactions contemplated hereby have been duly authorized by Client's
board of directors; and
(c) This Agreement constitutes a valid and binding agreement of Client,
enforceable in accordance with its terms.
9. This Agreement shall terminate and be of no further force and effect
and the liability of the parties hereto shall cease after December 1, 2004
unless renewed by Client.
10. Client shall reimburse Cogent for reasonable out of pocket expenses
such as travel, lodging, professional fees approved in advance, etc. Cogent
shall bear all other costs and expenses incurred by or in connection with the
performance of its duties hereunder.
11. From time to time and at the request of Cogent, but not more
frequently than monthly, Client shall provide to Cogent a written report of the
status of negotiations between Client and any party introduced to Client by
Cogent and progress on completion of qualifications for AMEX or NASDAQ listing.
12. All notices, demands, requests, or other communications required or
authorized hereunder shall be deemed given sufficiently if in writing and if
personally delivered; if sent by facsimile transmission, confirmed with a
written copy thereof sent overnight express delivery; if sent by registered mail
or certified mail, return receipt requested and postage prepaid; or if sent by
overnight express delivery:
If to Cogent, to: Xxxx Xxxxxxx
Cogent Capital Corp.
XX Xxx 0000
Xxxxxx, Xxxx 00000
Fax No. (801576-0583
If to Client, to: Xxxxx Xxxxxxxx
CirTran Corporation
0000 Xxxxx 0000 Xxxx
Xxxx Xxxxxx Xxxx, Xxxx 00000
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or other such addresses and facsimile numbers as shall be furnished by any party
in the manner for giving notices hereunder, and any such notice, demand,
request, or other communication shall be deemed to have been given as of the
date so delivered or sent by facsimile transmission, three days after the date
so mailed, or one day after the date so sent by overnight delivery.
13. In the event legal action is brought to enforce any provision of
this Agreement, the defaulting party agrees to pay all reasonable costs and
attorneys' fees incurred by the non-defaulting party in enforcing any remedy
under this Agreement or in seeking any other remedy, whether by law or equity.
14. This Agreement shall be governed by and interpreted in accordance
with the laws of the state of Utah.
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DATED as of the date first above written.
COGENT CAPITAL CORP.
BY: /s/
Xxxxxxx X. Xxxxxxx
President
Cirtran Corp.
BY: /s/ Xxxxx X. Xxxxxxxx
---------------------
ITS: President
