Consulting Agreement
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This Consulting Agreement is made on this 4th day of December 2003.
BETWEEN
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Shongwe, a Consultant having his mailing address at ▇▇▇ ▇▇▇▇
▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇; Mpumelelo Tshume, a Consultant
having his mailing address at Foyer ▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇, ▇&▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇; Sindiswa Mzamo, a Consultant having his mailing address at
▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇,▇▇ ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇; Andile ▇▇▇▇▇, a
Consultant having his mailing address at ▇/▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇,▇▇ ▇▇▇▇▇ ▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇; ▇▇▇▇▇▇ Chifadza, a Consultant having his mailing
address at ▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇; ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ having his
mailing address at ▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇; Shilela Malatjie, a
Consultant having her mailing address at Factory ▇▇, ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇▇▇▇; ▇▇▇▇▇▇ ▇▇▇▇▇, a Consultant having his address at Rm 803 8/F, Wanchai
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇; ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, a Consultant
having his address at ▇/▇ ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇; Siza
Mhlanga, a Consultant having his address at ▇/▇ ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇▇; ▇▇▇ ▇▇▇▇▇, a Consultant having her address at ▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇▇; Marcus Otsile Mogakwe, a Consultant having his address at Tigrade
House, cnr. ▇▇▇▇▇▇ & ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇; ▇. ▇▇▇▇▇▇ Mpanza,
a Consultant having his address at Rm Tigrade House, cnr. ▇▇▇▇▇▇ & ▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇; and Saneid Thwala, a Consultant having his address
at ▇/▇ ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇. The above listed Consultants
shall be referred to collectively hereafter as "Consultants" or individually as
"Consultant".
AND
Maximum Dynamics, Inc., having its office at ▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇.
WHEREAS
WHEREAS, CONSULTANTS provide business development services for
businesses and professionals in the IT, mobile commerce and financial services
sector; and,
WHEREAS, Company wishes to engage the services of CONSULTANTS;
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the parties hereto agree as follows:
DURATION
This agreement commences on December 4th, 2003 and will be effective until
December 4, 2004, as per the terms listed herein. Thereafter it shall be
reviewed for further extension on mutually agreeable terms.
1
FINANCIAL
CONSULTANTS shall be paid for services as set forth in Exhibit A. The fees to be
paid shall be paid with shares of registered S-8 shares of Common Stock of
Maximum Dynamics, Inc. and shall be priced at a twenty percent (20%) discount to
today's bid of $0.185 per share. The number of shares and issued to each
CONSULTANT as payment for services is set forth in Exhibit A.
BINDING
This Agreement and the certificates and other instruments delivered by or on
behalf of the parties pursuant hereto constitute the entire agreement between
the parties. The terms and conditions of this Agreement shall inure to the
benefit of and be binding upon the respective heirs, legal representatives,
successor and assigns of the parties hereto, as the case may be.
APPLICABLE LAW
This Agreement is made pursuant to, and will be governed by, and construed and
enforced in accordance with, the laws of South Africa.
TERMINATION
If this agreement is terminated previous to December 4, 2004, the CONSULTANT
shall keep one twelfth (1/12) of the shares received as payment for every month
CONSULTANT was retained.
ACCEPTED
For CONSULTANT For Maximum Dynamics
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BY: /s/ Dingindawo P. Shongwe BY: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Dingindawo P. Shongwe ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
DATE: DATE:
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BY: /s/ Mpumelelo Tshume
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Mpumelelo Tshume
DATE:
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BY: /s/ Sindiswa Mzamo
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Sindiswa Mzamo
DATE:
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BY: /s/ Andile ▇▇▇▇▇
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Andile ▇▇▇▇▇
DATE:
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BY: /s/ ▇▇▇▇▇▇ Chifadza
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▇▇▇▇▇▇ Chifadza
DATE:
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2
BY: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇
DATE:
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BY: /s/ Shilela Malatjie
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Shilela Malatjie
DATE:
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BY: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇
DATE:
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BY: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
DATE:
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BY: /s/ Siza Mhlanga
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Siza Mhlanga
DATE: /s/ ▇▇▇ ▇▇▇▇▇
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BY: /s/ ▇▇▇ ▇▇▇▇▇
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▇▇▇ ▇▇▇▇▇
DATE:
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BY: /s/ Marcus Otsile Mogakwe
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Marcus Otsile Mogakwe
DATE:
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BY: /s/ ▇. ▇▇▇▇▇▇ Mpanza
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▇. ▇▇▇▇▇▇ Mpanza
DATE:
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BY: /s/ Saneid Thwala
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Saneid Thwala
DATE:
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3
EXHIBIT A
The following sets forth the services to be rendered by each Consultant, the
fees for such services and the number of S-8 shares to be issued as payment.
Consultant Services Fees Shares
---------- -------- ---- ------
Dingindawo P. Shongwe Business development and sales $14,800 100,000
Dingindawo P. Shongwe Advisory board member compen. $22,200 150,000**
Mpumelelo Tshume Business networking/introductions $14,800 100,000
Mpumelelo Tshume Advisory board member compen. $22,200 150,000**
Sindiswa Mzamo Business networking/introductions $14,800 100,000
Sindiswa Mzamo Advisory board member compen. $22,200 150,000**
Andile ▇▇▇▇▇ Business networking/introductions $14,800 100,000
Andile ▇▇▇▇▇ Advisory board member compen. $22,200 150,000**
▇▇▇▇▇▇ Chifadza Sales of Technology Solutions $7,400 50,000
▇▇▇▇▇▇ Chifadza Business development services $7,400 50,000**
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Sales of Technology Solutions $7,400 50,000
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Sales of Technology Solutions $7,400 50,000**
Shilela Malatjie Business development and sales $7,400 50,000
Shilela Malatjie Business development and sales $7,400 50,000**
▇▇▇▇▇▇ ▇▇▇▇▇ Business networking/introductions $3,700 25,000
▇▇▇▇▇▇ ▇▇▇▇▇ Business networking/introductions $3,700 25,000**
▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Business development and sales $3,700 25,000
▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Business development and sales $3,700 25,000**
Siza Mhlanga Sales of Technology Solutions $3,700 25,000
▇▇▇ ▇▇▇▇▇ Sales of Technology Solutions $11,100 75,000
Marcus Otsile Mogakwe Sales of Technology Solutions $3,700 25,000
▇. ▇▇▇▇▇▇ Mpanza Sales of Technology Solutions $3,700 25,000
Saneid Thwala Sales of Technology Solutions $2,960 20,000
** Shares shall be restricted shares.
ADDENDUM
Pursuant to the Agreement signed on December 4, 2003, this Addendum sets forth
the continued services of the Consultants listed below which shall be governed
by the terms and conditions of the Agreement above as agreed to on December 4,
2003. Payments for the respective services to be rendered, the fees for such
services and the number of S-8 shares to be issued as payment are set forth as
follows:
Consultant Services Fees Shares*
---------- -------- ---- -------
Dingindawo Shongwe Business development and sales $7,200 50,000**
Mpumelelo Tshume Business networking/introductions $28,800 200,000
Mpumelelo Tshume Project management services assistance $7,200 50,000**
Sindiswa Mzamo Business networking/introductions $14,400 100,000
Sindiswa Mzamo Project management services assistance $7,200 50,000**
Andile ▇▇▇▇▇ Business networking/introductions $7,200 50,000**
▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Account management and sales $7,200 50,000
▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Biz Process Management software dev. $7,200 50,000**
▇▇▇ ▇▇▇▇▇ Sales of Technology Solutions $3,600 25,000**
* Number of shares is calculated taking a 20% discount off of the bid price,
which was $0.18 per share on January 20, 2004. ** Shares shall be restricted
shares.
Accepted this 20th day of January, 2004 by:
For CONSULTANT For Maximum Dynamics
BY: /s/ Dingindawo P. Shongwe BY: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Dingindawo P. Shongwe ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
DATE: DATE:
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BY: /s/ Mpumelelo Tshume
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Mpumelelo Tshume
DATE:
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BY: /s/ Sindiswa Mzamo
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Sindiswa Mzamo
DATE:
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BY: /s/ Andile ▇▇▇▇▇
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Andile ▇▇▇▇▇
DATE:
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BY: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
DATE:
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BY: /s/ ▇▇▇ ▇▇▇▇▇
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▇▇▇ ▇▇▇▇▇
DATE:
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