[EXHIBIT 99.2]
CONSULTING AGREEMENT
THIS AGREEMENT (the "Agreement") is made and entered into on February
14, 2006 by and between PSI-TEC Holdings, Inc., a Nevada corporation ("PSI-
TEC Holdings" or the "Company") and ▇▇▇▇▇ ▇▇▇▇▇ (the "Consultant"). PSI-TEC
Holdings and the Consultant shall hereinafter collectively be referred to as
the "Parties" and generically as a "Party."
ARTICLE ONE
RETENTION
1.1 Duties.
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The Company hereby engages and retains the Consultant to act as its
agent to assist in the Company's investor relations and investor
communications. Consultant agrees to comply with all applicable laws and
regulations relating to its performance of services pursuant to this
Agreement.
1.2 Term.
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The term of this Agreement shall be twelve (12) months, which term
shall be deemed to have commenced on February 14, 2006.
ARTICLE TWO
CONSULTANT'S COMPENSATION
2.1 Compensation.
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As compensation for the services provided to the Company by the
Consultant under this Agreement, the Consultant shall receive from the
Company an aggregate of 150,000 shares of the Company's common stock
(restricted pursuant to SEC Rule 144), payable on the date of execution of
this Agreement.
2.2 Reimbursement for Business Expenses.
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Subject to the prior approval of the Company, the Company shall
promptly pay or reimburse Consultant for all reasonable business expenses
incurred by Consultant in performing Consultant's duties and obligations
under this Consulting Agreement, but only if Consultant properly accounts for
expenses in accordance with the Company's policies.
ARTICLE THREE
CONFIDENTIAL INFORMATION
3.1 Disclosure of Confidential Information.
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All nonpublic information provided by the Company to the Consultant
will be considered to be confidential information and shall be maintained as
such by the Consultant, except as required by law. In the event the
Consultant is required to disclose confidential information to a third party
in order to perform its services pursuant to this Agreement, in connection
with such disclosure, the Consultant agrees to first obtain from such third
party a fully executed Non-disclosure Agreement until such time as such
information becomes known to other third parties or the public, other than as
a result of its release by the Consultant.
Consultant agrees not to divulge, furnish or make available to anyone
(other than in the regular course of business of the Company) any knowledge
or information with respect to confidential or secret methods, processes,
plans or materials of the Company or with respect to any other confidential
or secret aspect of the Company's activities.
3.2 Company Property.
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All advertising, sales, marketing and other materials or articles or
information, including without limitation data processing reports, sales
analyses, invoices, price lists or information, or any other materials or
data of any kind furnished to the Consultant by the Company or developed by
the Consultant for the Company and the Company's direction or for the
Company's use or otherwise in connection with the Consultant's services
hereunder, are and shall remain the sole and confidential property of the
Company, if the Company requests the return of such materials at any time
during or after the Term, the Consultant shall immediately deliver the same
to Company.
ARTICLE FOUR
COVENANT NOT TO COMPETE/NON-SOLICITATION OF CUSTOMERS
4.1 Covenant Not To Compete/Non-solicitation of Customers.
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Consultant agrees that Consultant will not, at any time within a period
of twenty-four (24) months after the termination of this Agreement, without
the prior written approval of the Company's board of directors, directly or
indirectly, within the United States or its territories, engage in any
business activity directly or indirectly competitive with the business of the
Company at the time of termination. In addition, Consultant agrees that
during such non-competition period he will not solicit, either directly or
indirectly, any employee or customer of the Company who was such at the time
of Consultant's employment hereunder. If the provisions of this Article Four
should ever be adjudicated to exceed the time, geographic or other
limitations permitted by applicable law in any jurisdiction, then such
provisions shall be deemed reformed in such jurisdiction to the maximum time,
geographic or other limitations permitted by applicable law.
ARTICLE FIVE
NOTICES
5.1 Notices.
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All notices, demands or other written communications hereunder shall be
in writing, and unless otherwise provided, shall be deemed to have been duly
given on the first business day after mailing by United States registered or
certified mail, return receipt requested, postage prepaid, addressed as
follows:
TO CONSULTANT: ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
TO THE COMPANY: PSI-TEC Holdings, Inc.,
▇▇▇ ▇▇▇▇▇▇ ▇▇., #▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
in each case, with copies to such other addresses or to such other persons as
any Party shall designate to the others for such purposes in manner
hereinabove set forth.
ARTICLE SIX
MISCELLANEOUS
6.1 Miscellaneous.
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This Agreement shall be binding upon and shall inure to the benefit of
the Company's successors, transferees, and assigns. Any amendment to this
Agreement must be in writing signed by Consultant and the Company. The
Company and Consultant acknowledge that any amendment of this Agreement
(including, without limitation, any extension of this Agreement or any change
from the terms of Article 2 in the consideration to be provided to Consultant
with respect to services to be provided hereunder) or any departure from the
terms or conditions hereof with respect to Consultant's consulting services
for the Company is subject to the Company's and Consultant's prior written
approval. This Agreement supersedes any prior consulting or other similar
agreements between Consultant and the Company with respect to the subject
matter hereof. There is no other agreement governing or affecting the subject
matter hereof. All notices hereunder shall be deemed to have been given, if
made in writing, when mailed, postage prepaid, to the parties at the
addresses set forth above, or to such other addresses as a party shall
specify to the other. This Agreement may be executed in counterparts, each of
which shall be deemed an original, but all of which together will constitute
one and the same instrument. Nothing in this Agreement shall be construed or
shall constitute a partnership, joint venture, employer-employee relationship
or lessor-lessee relationship but, rather, the relationship established
pursuant hereto is that of principal and independent contractor.
IN WITNESS WHEREOF, the Parties have executed this Agreement on the
date first written above.
PSI-TEC HOLDINGS, INC.:
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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(Witness signature) ▇▇▇▇▇▇ ▇▇▇▇▇▇,
Vice President
CONSULTANT:
/s/ /s/ ▇▇▇▇▇ ▇▇▇▇▇
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(Witness signature) ▇▇▇▇▇ ▇▇▇▇▇
