EXHIBIT 10.21
Agreement for Business Consulting between Ingen Technologies & Xx Xxxxxx
INGEN TECHNOLOGIES, INC.
BUSINESS CONSULTING AGREEMENT
AGREEMENT, made and entered into October 15, 2004, by and between Xxxxxx X.
Xxxxxx, Individually of Grace Holdings, Inc. a Maryland Corporation with offices
located at 000 Xxxxx Xxxxxx, Xxxxxxx XX 00000 ("Grace and Xxxxxx"), and Ingen
Technologies, Inc., a Georgia Corporation with offices located at 000 X. Xxxxxx
Xxxx Xxxx, Xxxxxxxx, XX 00000 ("CRTZ").
W I T N E S S E T H:
WHEREAS, Grace and Xxxxxx provide consultation and advisory services
relating to business management and marketing; and
WHEREAS, CRTZ desires to utilize the services of Xxxxxx and Grace in
connection with its operations.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants hereinafter set forth, Xxxxxx/Xxxxx and CRTZ hereby agree as follows:
1. CONSULTING SERVICES. Effective as of October 15, 2004, by and subject to the
terms and conditions herein contained, Grace and Xxxxxx shall provide business
management, marketing consultation and advisory services to CRTZ. Such services
shall include (a) the preparation, implementation and monitoring of business and
marketing plans, (b) advice concerning production layout and planning and
internal controls and (c) such other managerial assistance as Xxxxxx and Grace
shall deem necessary or appropriate for CRTZ's business.
2. PAYMENT. In consideration for the services of Grace and Xxxxxx to be provided
CRTZ shall issue to 1,000,000 restricted CRTZ shares. The shares are to be
issued in the name and amounts as described in Exhibit-A and made a part of this
Agreement. Please have all the certificates delivered to 000 Xxxxx Xxxxxx,
Xxxxxxx XX 00000. CRTZ shall in respect to each month during the term of this
agreement issue a number of restricted shares determined by dividing $6,000 by
the product of 80% and the average low price for CRTZ common stock during such
month. CRTZ shall also issue to Grace or its designee five-year options to
purchase an equivalent number of shares of our common stock at a price of 120%
of the average low price per share.
3. EXPENSES. CRTZ shall reimburse Xxxxxx for all pre-approved travel and other
expenses incurred by it in rendering services hereunder, including any expenses
incurred by consultants when such consultants are temporarily located outside of
the metropolitan New York, area for the purpose of rendering services to or for
the benefit of CRTZ pursuant to this Agreement. Xxxxxx and Grace shall provide
receipts and vouchers to CRTZ for all expenses for which reimbursement is
claimed.
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4. INVOICES. All pre-approved invoices for services provided to CRTZ and
expenses incurred by Xxxxxx and Xxxxx in connection therewith shall be payable
in full within fifteen (15) days of the date of such invoice. Payment of
invoices shall be wire to Grace Holdings, Inc. Account: 0000000000 -- ABA:
000000000 Fleet Bank, 0000 Xxxxxxx 00, Xxxxxx, XX 00000, 000-000-0000 or made by
check made payable to Grace Holdings, Inc. and mailed to 000 Xxxxx Xxxxxx,
Xxxxxxx XX 00000 within the allotted ten (10) days.
5. PERSONNEL. Xxxxxx and Xxxxx shall be an independent contractor and no
personnel utilized by Xxxxxx and Grace in providing services hereunder shall be
deemed an employee of CRTZ. Moreover, neither Xxxxxx nor Xxxxx nor any other
such person shall be empowered hereunder to act on behalf of CRTZ. Xxxxxx and
Grace shall have the sole and exclusive responsibility and liability for making
all reports and contributions, withholdings, payments and taxes to be collected,
withheld, made and paid with respect to persons providing services to be
performed hereunder on behalf of CRTZ, whether pursuant to any social security,
unemployment insurance, worker's compensation law or other federal, state or
local law now in force and effect or hereafter enacted.
6. TERM AND TERMINATION. This Agreement shall be effective from October 15,
2004, and shall continue in effect for a period of 12 months thereafter. This
Agreement may be renewed for a provisional six-month period thereafter, upon
mutual agreement of the parties.
7. NON-ASSIGNABILITY. The rights, obligations, and benefits established by this
Agreement shall not be assignable by either party hereto. This Agreement shall,
however, be binding upon and shall inure to the benefit of the parties and their
successors.
8. CONFIDENTIALITY. Neither Xxxxxx nor Xxxxx nor any of its consultants, other
employees, officers, or directors shall disclose knowledge or information
concerning the confidential affairs of CRTZ with respect to CRTZ's business or
finances that was obtained in the course of performing services provided for
herein.
9. LIMITED LIABILITY. Neither Xxxxxx and Grace nor any of its consultants, other
employees, officers or directors shall be liable for consequential or incidental
damages of any kind to CRTZ that may arise out of or in connection with any
services performed by Xxxxxx and Xxxxx hereunder.
10. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of New Jersey without giving effect to the
conflicts of law principles thereof or actual domicile of the parties.
11. NOTICE. Notice hereunder shall be in writing and shall be deemed to have
been given at the time when deposited for mailing with the United States Postal
Service enclosed in a registered or certified postpaid envelope addressed to the
respective party at the address of such party first above written or at such
other address as such party may fix by notice given pursuant to this paragraph.
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12. NO OTHER AGREEMENTS. This Agreement supersedes all prior understandings,
written or oral, and constitutes the entire Agreement between the parties hereto
with respect to the subject matter hereof. No waiver, modification or
termination of this Agreement shall be valid unless in writing signed by the
parties hereto.
This Agreement may be executed in counterparts, each of who shall be deemed to
be an original, but all such counterparts shall together constitute one and the
same instrument.
IN WITNESS WHEREOF, CRTZ, XXXXXX AND CRTZ HAVE DULLY EXECUTED THIS AGREEMENT AS
OF THE DAY AND YEAR FIRST ABOVE WRITTEN.
INGEN TECHNOLOGIES, INC.
/S/ XXXXX SAND
---------------------------------
XXXXX SAND, CEO & CHAIRMAN
/S/ XXXXXX X. XXXXXX
---------------------------------
BY: XXXXXX X. XXXXXX, PERSONALLY
GRACE HOLDINGS, INC.
/S/ XXXXXX X. XXXXXX
---------------------------------
BY: XXXXXX X. XXXXXX, PRESIDENT
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EXHIBIT-A
00-0000000 500,000
Grace Holdings, Inc.
Harbor View Unit 2-F
000 Xxxxx Xxxxxx, Xxxx 0-X
Xxxxxxx, XX 00000
00-0000000 250,000
Atlantic Investment Trust
Xxxxxxx X. Xxxxxxxxx, Esq., Trustee
0000 Xxxxxxxxx Xxxxxx, Xxxxx 000 X
Xxxxxxxx, Xxxxxxxx 00000
###-##-#### 250,000
Xx. Xxxxxxxx Xxxxxxxxx
0000 Xxxxxx Xxxxxx
Xxxxxxxx Xxxxxxx, XX 00000
-------------
1,000,000
=============
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