November 30, 1998
Xx. Xxxxx Xxxx, CEO
PROFORMIX SYSTEMS, INC.
00 Xxxxxxx Xxxx
Xxxxxxxxxx, Xxx Xxxxxx 00000
Re: Consulting Agreement
Dear Xx. Xxxx:
This letter will set forth our agreement regarding the provision of
marketing, consulting and public relations services for the balance of the
entire calendar year of 1998 by me ("Consultant") to Proformix Systems, Inc.
(the "Company").
Consultant will endeavor to acquaint himself with the business of the
Company including, but not limited to its background, management, financial
history, prospects, operational history and organization.
Based upon the foregoing, Consultant will use its best efforts, resources
and contacts, including those of his associates, to try to help bring the
Company's concept into a reality while attempting to obtain local acceptance for
the Company's concept and products. Consultant shall be solely responsible for
the payment of all his own expenses incurred in connection with this Agreement,
including travel, entertainment, telephone, mailings and presentations and shall
devote such time as he feels is necessary for this endeavor.
It is agreed that under no circumstances is it incumbent upon the Company
to accept any offer or proposal presented by or through Consultant and therefore
the Company reserves the full right to refuse or accept any offer or proposal,
or part thereof or in the making of any counter-offer.
In consideration of the aforesaid services heretofore or to be provided
hereafter during calendar year 1998 by Consultant and in lieu of both a retainer
and expense reimbursement, Consultant shall receive 41,000 shares of the Company
stock to be registered by the Company as soon as may be practicable pursuant to
Form S-8 Registration Statement whereupon such Registration any and all Company
obligations to Consultant or its affiliates arising under any circumstances
shall be discharged in full.
The Company agrees to furnish to Consultant and its representatives
complete copies of all relevant public documents, contracts and such other data,
materials and other information as Consultant shall reasonably request in
connection with its activities hereunder. The Company recognizes that Consultant
will be using and relying on data, materials and other information furnished to
him by the Company and the Company's accountants and Company representatives,
and upon information contained in reports and statements relating to the
Company. The Company confirms that Consultant may rely upon such data,
materials and information without independent verification and Consultant does
not assume responsibility for the accuracy, completeness or fairness of such
information whether or not he makes any independent verification.
The Company agrees that it shall make its principals available upon
reasonable notice for meetings, presentations and demonstrations and further
agrees that the Company's principals shall give
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their cooperation to Consultant to make this project successful. This agreement
shall not be deemed to provide Consultant with any exclusivity or other rights
unless expressly set forth herein.
If the forgoing properly reflects our understanding, please so indicate
and date this agreement in the space provided below and return one fully
execute copy for our files. Upon receipt of a fully executed copy of this
agreement, Consultant will assign his due diligence team and one of his
principals to this project. After the counter-execution of this Agreement,
kindly issue and forward the necessary Company stock certificates as recited
above.
An additional copy of this agreement is enclosed for your convenience.
Very truly yours,
BY:
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Xxxxxxx Xxxxxx
AGREED AND ACCEPTED BY:
PROFORMIX SYSTEMS, INC.
BY:
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Xxxxx Xxxx, CEO
Dated:
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