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The Power Behind Intelligent Living [LOGO]
March 3, 2004
SLD Capital Corp
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Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Re: Consulting Agreement
Dear ▇▇▇▇▇:
This letter sets forth the agreement (the "Agreement") between Home
Director, Inc. (the "Company") and SLD Capital Corp. (the "Consultant") relating
to the performance by the Consultant of investor relations services (the
"Services") for the Company, including but not limited to introducing the
Company to (1) significant members of the investment and financial community who
are potential market makers or investors in the Company's publicly traded common
stock ("Common Stock") and (2) important business contacts in the home
networking industry.
The Company hereby engages the Consultant, as an independent
contractor and not as an agent, to perform the Services for the Company on a
non-exclusive basis, for the consideration and during the Term hereinafter set
forth. The Consultant hereby accepts the engagement and agrees to devote its
skills, knowledge and commercially reasonable efforts to the performance of the
Services during the Term in furtherance of the best interests of the Company.
The Consultant expressly acknowledges that it has no authority to act for or to
bind the Company or to use for its own benefit or otherwise make disclosure of
any information concerning the Company that the Consultant knows or has reason
to believe may be material and not otherwise publicly available, howsoever and
whenever it may acquire such information.
In addition, notwithstanding the provisions contained herein, the
Consultant hereby agrees that, during any public or private offering by the
Company of shares of its capital stock (a "Quiet Period"), the Consultant will
(i) cease providing the Services and (ii) refrain from purchasing or selling any
shares of Common Stock in connection with the Services or otherwise. The Company
shall notify the Consultant in writing of the beginning and end of each Quiet
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Period; provided, however, that the Consultant hereby acknowledges that a Quiet
Period is currently in effect and will remain in effect until the Company
completes its private offering of Units, at which time the Company will provide
the Consultant with written notice of the end of the current Quiet Period.
The term ("Term") of the Agreement shall commence on December 15,
2003 and shall continue for seven months thereafter unless renewed or extended
by mutual consent of the parties.
As consideration for the Services, the Company shall (1) pay to the
Consultant during the Term a monthly fee of $6,000 and (2) issue to the
Consultant a three-year warrant ("Warrant") to purchase 100,000 shares of Common
Stock at an exercise price of $1.15 per share. The Warrant shall be immediately
exercisable with respect to 50,000 shares of Common Stock and become exercisable
as to the remaining 50,000 shares of Common Stock at such time as the Common
Stock is qualified for listing on the American Stock Exchange. The Common Stock
underlying the Warrant shall be subject to customary "piggyback" registration
rights as set forth in the Warrant (which shall be subject to customary
limitations, lock-ups and holdbacks and the requirements of existing obligations
of the Company) so long as such shares are not otherwise saleable pursuant to
Rule 144(k) under the Securities Act of 1933.
The Consultant represents and warrants to the Company that the
Consultant is an accredited investor within the meaning of Rule 501 under the
Securities Act and covenants and agrees that it will not assign or otherwise
transfer the Warrants or the underlying shares except in compliance with the
registration requirements of the Securities Act and state securities laws or an
appropriate exemption from such requirements. The Consultant acknowledges that
the Warrants will bear a legend to the foregoing effect.
The Consultant hereby acknowledges that the Company is subject to
the requirements of Regulation FD under the Securities Exchange Act and may not
provide the Consultant with any material non-public information about the
Company in connection with the rendering of the Services or otherwise.
Please sign and return a copy of this letter to evidence your
acknowledgement and agreement to the terms set forth herein.
Very truly yours,
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Chairman and Chief Executive Officer
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ACKNOWLEDGED AND AGREED TO:
SLD CAPITAL CORP.
By:____________________________
Name:
Title:
