Exhibit 10.1
CONSULTING AGREEMENT:
This Agreement is entered on July 20, 2004 between Swingbridge Capital LLC.
Together with ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (the "Consultant"), of ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ and Airtrax Inc. (the "Company") of ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇.
WITNESSETH:
WHERAS, the Company desires to extend the Consulting Agreement between the
Consultant and the Company dated April 10th, 2003 and retain the services of the
Consultant and the Consultant desires to provide services to the Company upon
the following terms and conditions.
NOW THEREFORE:
Consulting Services. The Consultant agrees to have ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, a
Managing Director of Swingbridge Capital LLC, personally provide the consulting
services to the Company during the term of this agreement. The Company
understands that the Consultant and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ may be engaged in other
business and consulting activities during the term of this agreement. The
Consultant will provide business acquisition and development strategy, and
assist in acquisition due diligence. Also, the Consultant will provide financial
advisory services, which would be consistent of the duties of a Chief Financial
Officer.
Term. The Term of this Agreement shall commence as of the date of signing
of this Agreement and shall continue through January 20th, 2005, unless sooner
terminated as provided herein. This agreement can be terminated by either party
upon 30 days' prior written notice; provided, however, that no such termination
shall affect the indemnification, contribution and confidentiality obligations
of the Company, and the right of the Consultant to receive any fees accrued
prior to such termination.
Consideration. The Company acknowledges that the Consultant has provided
significant business strategies, identified acquisition targets and strategic
partners, and assisted in deal structuring. For these efforts, and for the
inducement of the execution of this Agreement, the Company will issue to
Consultant in the name of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ a non-refundable fee of 40,000 shares
of the Company's common stock, which will be registered under Form S-8. The
parties acknowledge that Consultant has not and will not provide any capital
raising services related to issuance of the above-mentioned shares of common
stock.
Indemnification. The Company agrees to indemnify Swingbridge Capital LLC,
and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ in accordance with the indemnification schedule previously
signed by the Company. Also, the Company agrees to include the Consultant on its
Directors and Officers insurance policies.
Miscellaneous. No provision of this Agreement may be amended, modified or
waived, except in writing signed by both parties. Either party without the
written consent of both parties shall not assign this Agreement. This Agreement
may be executed in counterparts. This Agreement shall be enforced in accordance
with the laws of the State of New Jersey.
IN WITNESS WHEROF, the parties have executed this Agreement on the date
first above written.
Airtrax, Inc.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇
Title:
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Swingbridge Capital LLC. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
By: /s ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Managing Member
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