EXHIBIT 15
AMENDMENT TO CONSULTING AGREEMENT
THIS AMENDMENT is made to the Independent Consulting Agreement of August 26,
2003 between:
THE DEL MAR CONSULTING GROUP, INC., a California corporation
(hereinafter referred to as the "Consultant")
-and-
RENT SHIELD CORP., a company incorporated under the laws of the State
of Florida (hereinafter referred to as "the Company")
AND WHEREAS the parties have entered into a Consulting Agreement dated August
26, 2003 and whereas the parties have agreed to amend said August 26, 2003 as
follows:
Section 4.4 shall be amended to read as follows"
"The Company or its assigns agrees that it will include all
Shares issued or issued to Consultant hereunder in the next
registration statement filed by the Company with the SEC or
Forms XX-0, X-0 or other appropriate form relating to the
resale of restricted shares. The Company agrees to file such a
registration statement no later than June 30, 2004. Consultant
agrees that it will not sell or transfer any of the Shares
issued to it hereunder prior to the earlier of August 30, 2004
or the termination of this Agreement by the Company."
IN WITNESS WHEREOF the parties hereto have executed this Agreement under the
hands of their duly authorized signing officers.
Dated this 26th day of March, 2004.
RENT SHIELD CORP. THE DEL MAR CONSULTING
GROUP INC.
Per: /s/ Xxxxxx Xxxxx Per: /s/ Xxx Xxxx
---------------------- ----------------
Xxxxxx Xxxxx Xxx Xxxx
I have authority to bind the company President
INDEPENDENT CONSULTING AGREEMENT
This Independent Consulting Agreement ("Agreement"), effective as of
the 26th day of August, 2003 ("Effective Date") is entered into by and between
RENT SHIELD CORP., a Florida corporation (herein referred to as the "Company")
and THE DEL MAR CONSULTING GROUP, INC., a California corporation (herein
referred to as the "Consultant").
RECITALS
WHEREAS, the Company is a publicly-held corporation with its common
stock traded on the OTCBB; and
WHEREAS, Company desires to engage the services of Consultant to
represent the company in investors' communications and public relations with
existing shareholders, brokers, dealers and other investment professionals as to
the Company's current and proposed activities, and to consult with management
concerning such Company activities;
NOW THEREFORE, in consideration of the promises and the mutual
covenants and agreements hereinafter set forth, the parties hereto covenant and
agree as follows:
1. Term of Consultancy. Company hereby agrees to retain the Consultant
to act in a consulting capacity to the Company, and the Consultant hereby agrees
to provide services to the Company commencing immediately and ending on August
30, 2004 unless otherwise terminated earlier as provided herein.
2. Duties of Consultant. The Consultant agrees that it will generally
provide the following specified consulting services through its officers and
employees during the term specified in Section 1, above.
(a) Consult with and assist the Company in developing and implementing
appropriate plans and means for presenting the Company and its business
plans, strategy and personnel to the financial community, establishing
an image for the Company in the financial community, and creating the
foundation for subsequent financial public relations efforts;
(b) Introduce the Company to the financial community, including, but
not limited to, retail brokers, buy side and sell side institutional
managers, portfolio managers, analysts, and financial public relations
professionals;
(c) With the cooperation of the Company, maintain an awareness during
the term of this Agreement of the Company's plans, strategy and
personnel, as they may evolve during such period, and consult and
assist the Company in communicating appropriate information regarding
such plans, strategy and personnel to the financial community;
(d) Assist and consult the Company with respect to its (i) relations
with stockholders, (ii) relations with brokers, dealers, analysts and
other investment professionals, and (iii) financial public relations
generally;
Consulting Agreement - Page 1
(e) Perform the functions generally assigned to stockholder relations
and public relations departments in major corporations, including
responding to telephone and written inquiries (which may be referred to
the Consultant by the Company); preparing press releases for the
Company with the Company's involvement and approval of press releases,
reports and other communications with or to shareholders, the
investment community and the general public; consulting with the
respect to the timing, form, distribution and other matters related to
such releases, reports and communications; and, at the Company's
request and subject to the Company's securing its own rights to the use
of its names, marks, and logos, consulting with respect to corporate
symbols, logos, names, the presentation of such symbols, logos and
names, and other matters relating to corporate image;
(f) Upon and with the Company's direction and written approval,
disseminate information regarding the Company to shareholders, brokers,
dealers, other investment community professionals and the general
investing public;
(g) Upon and with the Company's direction, conduct meetings, in person
or by telephone, with brokers, dealers, analysts and other investment
professionals to communicate with tem regarding the Company's plans,
goals and activities, and assist the Company in preparing for press
conferences and other forums involving the media, investment
professionals and the general investment public;
(h) At the Company's request, review business plans, strategies,
mission statements budgets, proposed transactions and other plans for
the purpose of advising the Company of the public relations
implications thereof; and
(i) Otherwise perform as the Company's consultant for public relations
and relations with financial professionals.
3. Allocation of Time and Energies. The Consultant hereby promises to
perform and discharge faithfully the responsibilities which may be assigned to
the Consultant from time to time by the officers and duly authorized
representatives of the Company in connection with the conduct of its financial
and public relations and communications activities, so long as such activities
are in compliance with applicable securities laws and regulations. Consultant
and staff shall diligently and thoroughly provide the consulting services
required hereunder. Although no specific hours-per-day requirement will be
required, Consultant and the Company agree that Consultant will perform the
duties set forth herein above in a diligent and professional manner. The parties
acknowledge and agree that a disproportionately large amount of the effort to be
expended and the costs to be incurred by the Consultant and the benefits
received by the Company are expected to occur within or shortly after the first
two months of the effectiveness of this Agreement. It is explicitly understood
that neither the price of the Company's common stock, nor the trading volume of
the Company's common stock hereunder measure Consultant's performance of its
duties. It is also understood that the Company is entering into this Agreement
with Consultant, a corporation and not any individual member or employee
thereof, and, as such, Consultant will not be deemed to have breached this
Agreement if any member, officer or director of the Consultant leaves the firm
or dies or becomes physically unable to perform any meaningful activities during
the term of the Agreement, provided the Consultant otherwise performs its
obligations under this Agreement. 3.
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4. Remuneration.
4.1 (a) For undertaking this engagement, for previous services
rendered, and for other good and valuable consideration, the Company agrees to
issue, or have issued, to the Consultant a "Commencement Bonus" of Five Hundred
Thousand (500,000) shares of the Company's Common Stock ("Common Stock" and such
shares, collectively, the "Shares"). This Commencement Bonus shall be fully paid
and non-assessable and stock certificates representing the Commencement Bonus
shall be issued and delivered to Consultant within 30 days of execution of this
Agreement.
(b) For continuous services to be provided by Consultant
hereunder, the Company agrees to issue, or have issued, to the
Consultant an additional amount of Two Hundred Thousand (200,000)
Shares of the Company's Common Stock (hereinafter referred to as
"Working Shares"). Said Working Shares shall be issued and delivered to
Consultant within 30 days of execution of this Agreement.
(c) Consultant agrees that the Company may, in its sole
discretion, cause one or more shareholders of the Company to deliver
any of or all of the Shares to be issued and delivered to Consultant
hereunder.
4.2 The Company understands and agrees that Consultant has foregone
significant opportunities to accept this engagement and that the Company derives
substantial benefit from the execution of this Agreement and the ability to
announce its relationship with Consultant. The Commencement Bonus, therefore,
constitutes payment for Consultant's agreement to consult to the Company and is
a nonrefundable, non-apportionable, and non-ratable retainer and is not a
prepayment for future services. If the Company decides to terminate this
Agreement prior to August 30, 2004, for any reason whatsoever, it is agreed and
understood that Consultant will not be requested or demanded by the Company to
return any of the shares of Common Stock paid to it as Commencement Bonus
referred to in paragraph 4.1(a) hereunder. Further, if and in the event the
Company is acquired during the term of this Agreement, it is agreed and
understood Consultant will not be requested or demanded by the Company to return
any of the shares of Common Stock paid to it hereunder.
4.3 Notwithstanding anything else in this Agreement to the contrary,
Company and Consultant acknowledge and agree that for purposes of the Company's
internal accounting practices, the Company may desire to allocate all or a
portion of the Commencement Bonus or Working Shares to any number of the
services provided by the Consultant to the Company under this Agreement
consistent with the United States generally accepted accounting practices.
Accordingly, Consultant agrees to cooperate with the Company, and will provide
to the Company reasonable support and documentation in connection with any such
allocation process.
4.4 The Company or its assigns agrees that it will include all Shares
issued or to be issued to Consultant hereunder in the next registration
statement filed by the Company with the SEC on Forms XX-0, X-0 or other
appropriate form relating to the resale of restricted shares. The Company agrees
to file such a registration statement no later than March 30, 2004. Consultant
agrees that it will not sell or transfer any of the Shares issued to it
hereunder prior to the earlier of August 30, 2004 or the termination of this
Agreement by the Company.
Consulting Agreement - Page 3
4.5 Company warrants that the Shares issued to Consultant under this
Agreement by the Company shall be or have been validly issued, fully paid and
non-assessable and that the Company's board of directors has or shall have duly
authorized the issuance and any transfer of them to Consultant.
4.6 Consultant acknowledges that the Shares to be issued pursuant to
this Agreement have not been registered under the Securities Act of 1933, as
amended (the "Securities Act") and accordingly are "restricted securities"
within the meaning of Rule 144 of the Act. As such, the Shares many not be
resold or transferred unless the Company has received an opinion of counsel and
in form reasonably satisfactory to the Company that such resale or transfer is
exempt from the registration requirements of that Securities Act.
4.7 In connection with the acquisition of the Shares, Consultant
represents and warrants to the Company, to the best of its/his knowledge, as
follows:
(a) Consultant has been afforded the opportunity to ask
questions of and receive answers from duly authorized officers or other
representatives of the Company concerning an investment in the Shares,
and any additional information that the Consultant has requested.
(b) Consultant's investment in restricted securities is
reasonable in relation to the Consultant's net worth, which is in
excess of ten (10) times the Consultant's cost basis in the Shares.
Consultant has had experience in investments in restricted and publicly
traded securities, and Consultant has had experience in investments in
speculative securities and other investments that involve the risk of
loss. Consultant acknowledges that an investment in the Shares is
speculative and involves the risk of loss. Consultant has the necessity
of relying upon other advisors, and Consultant can afford the risk of
loss of his entire investment in the Shares. Consultant is an
accredited investor, as that term is defined in Regulation D
promulgated under the Securities Act.
(c) Consultant is acquiring the Shares for the Consultant's
own account for long-term investment and not with a view toward resale
or distribution thereof except in accordance with applicable securities
laws.
5. Finder's Fee.
5.1 It is understood that in the event Consultant directly introduces
Company to a lender or equity purchaser, not already having a preexisting
relationship with the Company, with whom Company, or its nominees, ultimately
finances or causes the completion of such financing. Company agrees to
compensate Consultant for such services with a "finder's fee" in the amount of
7% of total gross funding provided by such lender or equity purchase, such fee
to be payable in cash.
5.2 It is understood that in the event Consultant introduces Company to
an intermediary or broker dealer, not already having a preexisting relationship
with Company, with whom Company, or its nominees, ultimately finances or causes
the completion of such financing, Company agrees to compensate Consultant for
such services with a "finder's fee" in the amount of 2.5% of total gross funding
provided by such intermediary or broker dealer, such fee to be payable in cash.
This will be in addition to any fees payable by Company to said intermediary or
broker dealer, if any, which shall be per separate agreements negotiated between
Company and such other intermediary or broker dealer.
Consulting Agreement - Page 4
5.3 It is also understood that in the event Consultant directly
introduces Company, or its nominees, to a merger and/or acquisition candidate,
not already having a preexisting relationship with Company, with whom Company,
or its nominees, ultimately is acquired, or with whom Company agrees to
compensate Consultant for such services with a "finder's fee" in the amount of
5% of total gross consideration provided by such merger and/or acquisition, such
fee to be payable in the same form of consideration received by the
seller/merger company.
5.4 It is also understood that in the event Consultant introduces
Company, or its nominees, to a merger and/or acquisition candidate, indirectly
through another intermediary, not already having a preexisting relationship with
Company, with whom Company, or its nominees, ultimately is acquired, or with
whom Company, or its nominees acquires or causes the completion of such
acquisition, Company agrees to compensate Consultant for such services with a
"finder's fee" in the amount of 2.5% of total gross consideration provided by
such merger and/or acquisition, such fee to be payable in the same form of
consideration received by the seller/merger company. This will be in addition to
any fees payable by Company to any other intermediary, if any, which shall be
per separate agreements negotiated between Company and such other intermediary.
5.5 It is also understood that in the event Consultant introduces
Company to a strategic or business partner, not already having a preexisting
relationship with Company, with whom Company, or its nominees, ultimately enters
into a business alliance, Company agrees to compensate Consultant, for such
services with a "finder's fee" in the amount of 5% of total gross revenue
provided by such business alliance, for the life of the business alliance, such
fee to be payable in cash within 10 days of Company' receipt of said revenue.
5.6 It is further understood that Company, and not Consultant, is
responsible to perform any and all due diligence on such intermediary broker
dealer, lender, equity purchaser or acquisition/merger candidate introduced to
it by Consultant under this Agreement, prior to Company receiving funds or
closing on any acquisitions/merger. However, Consultant will not introduce any
parties to Company about which Consultant has any prior knowledge of
questionable, unethical or illicit activities.
5.7 Company agrees that said compensation to Consultant shall be paid
in full at the time said financing or acquisition/merger is closed, such
compensation to be transferred by Company to Consultant within five (5) business
days of the closing of a financing, merger or acquisition transaction.
5.8 As further consideration to Consultant, Company, or its nominees
and assigns, agrees to pay with respect to any financing or acquisition/merger
candidate provided directly or indirectly to the Company by any broker/dealer
intermediary, lender or equity purchaser covered by this Section 5 during the
period commencing at the effective date of this Agreement and ending one year
from the termination of this Agreement, a fee to Consultant equal to that
outlined in Section 5 herein.
5.9 Consultant will notify Company, in writing, of introductions it
makes for potential sources of financing or acquisitions/mergers or strategic
partners in a timely manner (within approximately 3 days of introduction) via
confirmed delivery of a facsimile memo or email. If Company has a preexisting
Consulting Agreement - Page 5
relationship with such nominee and believes such party should be excluded from
this Agreement, then Company will notify Consultant immediately within five (5)
business days of Consultant's facsimile to Company of such circumstances via
facsimile memo or email.
5.10 It is specifically understood that Consultant is not and does not
hold itself out be a Broker/Dealer, but is rather merely a "Finder" in reference
to the Company procuring financing sources and acquisition/merger candidates,
and Consultant does not normally provide such services. The Consultant will only
be introducing the Company to such potential entities and will not be
responsible for the structuring of any transaction. Any obligation to pay a
"Finder's Fee" hereunder shall survive the merging, acquisition, or other change
in the form of entity of the Company and to the extent it remains unfulfilled
shall be assigned and transferred to any successor to the Company. The Company
agrees that no reference to the Consultant will be made in any press release or
advertisement or any transaction without the express approval, in writing, of
such release by Consultant.
6. Non-Assignability of Services. Consultant's services under this
contract are offered to Company only and may not be assigned by Company to any
entity with which Company merges or which acquires the Company or substantially
all of its assets wherein the Company becomes a minority constituent of the
combined Company. In the event of such merger or acquisition, all compensation
to Consultant herein under the schedules set forth herein shall remain due and
payable, and any compensation received by the Consultant may be retained in the
entirety by Consultant, all without any reduction or pro-rating and shall be
considered and remain fully paid and non-assessable. Notwithstanding the
non-assignabilty of Consultant's services, Company shall assure that in the
event of any merger, acquisition, or similar change of form of entity, that its
successor entity shall agree to complete all obligations to Consultant,
including the provision and transfer of all compensation herein, and the
preservation of the value thereof consistent with the rights granted to
Consultant by Company herein. Consultant shall not assign its rights or delegate
its duties hereunder without the prior written consent of Company.
7. Expenses. Cosultant agrees to pay for all its expenses (phone,
travel, mailing, faxing, labor, etc.), not including extraordinary items
(luncheons or dinners to large groups of investment professionals, investor
conference calls, print advertisements in publications, etc.) approved by the
Company in writing prior to its incurring an obligation for reimbursement. The
Company agrees and understands that Consultant will not be responsible for
preparing or mailing due diligence and/or investor packages on the Company, and
that the Company will have some means to prepare and mail out investor packages
at the Company's expense.
8. Indemnification. The Company warrants and represents that all oral
communications, written documents or materials furnished to Consultant or the
public by the Company with respect to financial affairs, operations,
profitability and strategic planning of the Company are accurate in all material
respects and Consultant may rely upon the accuracy thereof without independent
investigation. The Company will protect, indemnify and hold harmless Consultant
against any claims or litigation including any damages, liability, cost and
reasonable attorney's fees as incurred with respect thereto resulting from
Consultant's communication or dissemination of any said information, documents
or materials excluding any such claims or litigation resulting from Consultant's
communication or dissemination of information not provided or authorized by the
Company.
Consulting Agreement - Page 6
9. Representations. Consultant represents that it is not required to
maintain any licenses and registrations under federal or any state regulations
necessary to perform the services set forth herein. Consultant acknowledges
that, to the best of its knowledge, the performance of the services set forth
under this Agreement will not violate any rule or provision of any regulatory
agency having jurisdiction over Consultant. Consultant acknowledges that, to the
best of its knowledge, Consultant and its officers and directors are not the
subject of any investigation, claim, decree or judgment involving any violation
of the SEC or securities laws.
10. Termination. The Company has the exclusive right to terminate this
Agreement at any time during the Term of this Agreement, upon providing the
Consultant five (5) days written notice of Company's intention to terminate. If
and in the event said termination is made by the Company prior to February 1,
2004, the Consultant agrees to return the Company 100% of the Two Hundred
Thousand (200,000) Shares of the Company's Common Stock referred to in paragraph
4.1(b) as days of its receipt of a termination notice if prior to February 1,
2004. If said shares are not returned to the Company by Consultant within 10
business days of Consultant's receipt of a termination notice if prior to
February 1, 2004, than Company has the right to cancel said Working Shares.
11. Legal Representation. Each of Company and Consultant represents
that they have consulted with independent legal counsel and/or tax, financial
and business advisors, to the extent that they deemed necessary.
12. Status as Independent Contractor. Consultant's engagement pursuant
to this Agreement shall be as independent contractor, and not as an employee,
officer of other agent of the Company. Neither party to this Agreement shall
represent or hold itself out to be the employer or employee of the other.
Consultant further acknowledges the consideration provided hereinabove is a
gross amount as to income taxes, social security payments or any other payroll
taxes. All such income taxes and other such payment shall be made or provided
for by Consultant and the Company shall have no responsibility or duties
regarding such matters. Neither the Company not the Consultant possesses the
authority to bind each other in any agreements without the express written
consent of the entity to be bound.
13. Attorney's Fee. If any legal action or any arbitration or other
proceeding is brought for the enforcement or interpretation of this Agreement,
or because of an alleged dispute, breach, default or misrepresentation in
connection with or related to this Agreement, the successful or prevailing party
shall be entitled to recover reasonable attorney's fees and other costs in
connection with that action or proceeding, in addition to any other relief to
which it or they may be entitled.
14. Waiver. The waiver by either party of a breach of any provision of
this Agreement by the other party shall not operate or be construed as a waiver
of any subsequent breach by such other party.
15. Notices. All notices, requests, and other communications herenunder
shall be deemed to be duly
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given if sent by U.S. mail, postage prepaid, addressed to the other party at the
address as set forth herein below:
To the Company:
---------------
Rent Shield Corp.
Xxxxxx Xxxxx
000 Xxxxxxxxx Xx.
Xxxxx 000
Xxxxxxx, Xxxxxxx X0X0x0
Fax - (000) 000-0000
Xxxxxxx@XxxxXxxxxx.xxx
To the Consultant:
------------------
The Del Mar Consulting Group, Inc.
Xxxxxx X. Xxxx, President
0000 Xx Xxxxx Xxxx
Xxx Xxx, XX 00000
Fax - (000) 000-0000
xxxxx@xxxxxxxxxxxxxxxx.xxx
It is understood that either party may change the address to which
notices for it shall be addressed by providing notice of such change to the
other party in the manner set forth in this paragraph.
16. Choice of Law. This Agreement shall be governed by, construed and
enforced in accordance with the laws of the State of Florida.
17. Arbitration. Any controversy or claim arising out of or relating to
this Agreement, or the alleged breach thereof, or relating to Consultant's
activities or remuneration under this Agreement shall be settled by binding
arbitration Association, Commercial Dispute Resolution Procedures, and judgment
on the award rendered by the arbitrator(s) shall be binding on the parties and
may be entered in any court having jurisdiction.
18. Complete Agreement. This Agreement contains the entire agreement of
the parties relating to the subject matter hereof. This Agreement and its terms
may not be changed orally but only by an agreement in writing signed by the
party against whom enforcement of any waiver, change, modification, extension or
discharge is sought.
SIGNATURES APPEAR ON THE FOLLOWING PAGE
Consulting Agreement - Page 8
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
AGREED TO:
COMPANY:
Rent Shield Corp.
By: /s/ Xxxxxx Xxxxx
-----------------------
Name: Xxxxxx Xxxxx
Title: General Counsel and its Duly Authorized Agent
CONSULTANT:
THE DEL MAR CONSULTING GROUP, INC.
By: /s/ Xxxxxx X. Xxxx
-------------------------
Name: Xxxxxx X. Xxxx
Title: President and its Duly Authorized Agent
Consulting Agreement - Page 9
