XDRC CONSULTING AGREEMENT
Exhibit
10.7
XEDAR
CORPORATION
XDRC
This
Consulting Agreement is made and entered into this 5th day of January 2007,
by
and between C.C.R.I. Corporation, a Colorado corporation ("Consultant"),
and
XEDAR CORPORATION (XDRC, the Company).
It
is
agreed as follows:
1.
Consultant Services. Consultant hereby agrees to perform and provide investor
relations and development services for the Company until January 5, 2008.
Consultant will perform the Services with the assistance and full participation
of ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and his associates. The services will include, but
not be
limited to, the following:
(a)
Preparation of a Corporate Research Report. suitable for use with brokers
and
investors (research, write, design. print and distribute).
(b)
Interface with the investment community on behalf of the Company, and
work
to
generate investor interest in the Company in this setting.
(c)
Assist the Company by interfacing with other professionals employed by
XEDAR.
(d)
Prepare and distribute in accordance with applicable laws, rules and
regulations, FAX pieces designed specifically to encourage interest
in the Company (utilizing C.C.R.I.'s broker and investor FAX NETWORK).
A similar
e-mail distribution is sent to both our Domestic and International network.
FaxNet goes out each Monday morning.
(e)
Enlist additional quality brokerage houses to follow the Company's
stock.
(f)
Introduce Company personnel to key persons in the investment community
and to
C.C.R.I.'s network of both retail and institutional brokers, financial
planners,
money managers, analysts, and investors. This will include due diligence
meetings in select cities, at XEDAR's request.
(g)
Develop a database of key brokers that can be educated on behalf of the
Company
and its stock, and seek to enhance the interest of these brokers in the
Company.
(h)
Assist, when requested, in the preparation of presentations to broker and
investor groups.
(i)
Provide quality Internet exposure via C.C.R.I.'s Website.
2. Payment.
Subject to the provisions of the Agreement, the Company shall pay Consultant
the
following as full compensation for the Services for the term
hereof:
(a)
Stock
Compensation.
Consultant shall receive payment of 200,000 shares of restricted common
stock of
XEDAR CORPORATION. Consultant represents that it is acquiring these shares
for
investment and not with a view to any sales, transfer or other distribution.
Consultant understands that the shares have not been registered under the
Securities Act of 1933, as amended, ("Act") and, therefore, cannot be resold
unless they are registered under the Act or unless an exemption is available
Consultant understands that the resale of these shares is restricted within
the
meaning of the Act and that the certificate representing the shares will
contain
an appropriate legend to such effect. Consultant represents that it is
an
"accredited investor" within the meaning of Regulation D of the Act because
and
each equity owner of Consultant is, individually, an accredited investor
under
the Act.
3. Project
Expenses. The Company shall pay Consultant project fees
for special promotional events and materials, such fees to be approved
in
advance in writing by an officer of the Company, and to be payable upon
submission by Consultant to the Company of itemized statements accounting
for
such expenses. In certain circumstances, the Company will prepay the
Consultant's airfare or hotel costs directly as agreed to in writing and
in
advance by the Consultant and an officer of the Company. All projects to
be
approved in writing and in advance by an officer of the Company and associated
expenses need to be approved in writing and in advance by an officer of
the
Company.
4. Prior
Approval of Published Materials. Consultant shall provide the
Company for its review and comment copies of any tangible communications,
whether written or recorded on audio, video or film media, which Consultant
may
give to any person in providing the Services. Consultant shall provide
such
copies to the Company a minimum of two (2) business days prior to Consultant's
first proposed use of such material, or more than five (5) business days
prior
if necessary to provide the Company the opportunity to make any revisions
it
deems appropriate and necessary to such materials. Consultant shall not
use
materials without the written consent of an officer of the Company in performing
the Services and may not use any materials which contain any statement
which is
false or misleading, and it shall include in all such materials all information
necessary to make the statements contained therein not misleading; provided
that
Consultant shall not be responsible for the accuracy or completeness of
information furnished to it in writing by the Company.
5. Nondisclosure
of Confidential or Insider Information.
(a)
In the course of performance of
Consultant's duties, Consultant may receive information, which is considered
material inside information within the meaning and intent of the United
States
federal securities law, rules and regulations. Consultant win not disclose
this
information to others, except as expressly authorized by the Company and
will
not use this information directly or indirectly for the benefit of Consultant
or
as a basis for advice to any other
party concerning any decision to buy. sell. or otherwise deal in the Company's
securities or those of any of its affiliated companies.
(b)
The provisions of this Section 6
shall survive the termination or expiration of this agreement.
6. Scope
of Engagement. Consultant shall retain the legal
status of an independent contractor. In no event shall Consultant be or
be
deemed to be an employee or agent of the Company, or to qualify for benefits
afforded such persons as Company employees. Consultant has no power or
authority
to act for. represent or bind the Company.
7. Headings.
The headings used in the Agreement are for the convenience of the parties
only
and shall not in any way limit or affect the meaning or interpretation
of any of
the terms hereof.
8. Entire
Agreement. This Agreement constitutes the entire
agreement between the parties with respect to the subject matter embraced
hereunder and except as expressly incorporated herein, supersedes all prior
agreements. promises, proposals, representation, understanding and negotiations,
whether written or oral, between the parties. No modifications, amendments.
supplements to or waivers of the Agreement or any of the terms or conditions
hereof shall be binding upon the parties or of any effect unless made in
writing
and duly signed by both parties. In the event of any conflict between the
Agreement and any Warrant Agreement entered into by and between the parties,
this Agreement shall control.
9. Governing
Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Colorado.
Accepted
by:
C.C.R.I.
Corporation
XEDAR CORPORATION
By:
/s/ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ By: /s/
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Chairman & CEO
Date:
January 5,
2007 Date:
January 5, 2007