CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT ("Agreement") is made to be effective the 24th
day of April, 2001 (the "Effective Date") by and between Berkshire Capital
Management Co., Inc., independent contractor (the "Consultant") and GK
Intelligent Systems, Inc., a Delaware corporation (the "Corporation"), whose
principle place of business is Houston, Texas.
1. Engagement of Consultant. The Corporati on hereby retains Consultant,
as an independent contractor, to render consulting services, as
further described in an Addendum attached hereto. Consultant hereby
agrees to render consulting services to the Corporation upon the terms
and conditions hereinafter set forth.
2. Duties of Consultant. Consultant shall perform such consulting
services for the Corporation as shall be delegated by the Corporation.
Consultant shall have control of the methods, timing and manner in
which he performs services for the Corporation. Consultant is not
required to devote its full time and attention to the duties under
this Agreement, nor is Consultant required to maintain or establish
set hours of work consistent with the Corporation's policies on work
hours for its employees.
3. Consideration. As consideration for the consulting services to be
tendered during the terms of this Agreement, the Corporation agrees to
compensate Consultant by issuing Consultant One Million (1,000,000)
shares of its unregistered common stock (subject to the provisions of
SEC Rule 144) beginning on the Effective Date. The Corporation shall
reimburse Consultant for all reasonable and necessary expenses,
including, without limitation, travel, meals and entertainment,
incurred by Consultant in providing consulting services in accordance
with the terms of this Agreement. Please note that upon the issuance
and receipt of the One Million (1,000,000) shares by Consultant, the
shares are, at that point, deemed to be earned by the Consultant and
cannot be canceled for any reason whatsoever. The Consultant will be
entitled to receive additional shares, pro rata, in the event of a
reverse stock split within three (3) years from the Effective Date.
The amount of pro rata shares to be issued to the Consultant will be
proportional to the shares exchanged in the reverse stock split. Thus,
by way of example, if a one-for-four (1 for 4) reverse stock split
occurred, the original One Million (1,000,000) shares issued would be
reduced to Two Hundred Fifty Thousand (250,000) shares. The number of
pro rata shares due the Consultant would be equivalent to Seven
Hundred Fifty Thousand (750,000) shares of post-reverse stock split
common stock. However, had any shares been sold by the Consultant
prior to the reverse stock split, the amount of pro rata shares due
shall be determined by subtracting the number of pre-split shares sold
from those originally issued. A further example would be as follows:
If Six Hundred Thousand (600,000) pre-split shares were sold out of
the original One Million (1,000,000) shares prior to the split, there
would be a Four Hundred Thousand (400,000) Share balance. If a
one-for-four (1 for 4) reverse stock split occurred, One Hundred
Thousand Shares would remain, leaving Three Hundred Thousand (300,000)
pro-rata shares due the Consultant.
4. Non-Exclusivity. Consultant is under no obligation to work exclusively
for the Corporation, and may accept engagements, work, and assignments
from parties other than the Corporation on a regular basis. The
Corporation understands that Consultant's services are available to
the general public on a regular and consistent basis, and accepts the
Consultant's engagement under this Agreement upon such basis.
5. Confidentiality and Proprietary Information. Consultant acknowledges
that the law provides companies, such as the Corporation, with
protection for their trade secrets and confidential information.
Consultant agrees not to disclose, directly or indirectly, any of the
Corporation's confidential business information or confidential
technical information to anyone without the prior written consent of
the Corporation. Consultant will not use any of the Corporation's
confidential business information or confidential technical
information in any way, either during or after the term of this
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Agreement, except as required in the course of the Consultant's
performance pursuant to this Agreement. Consultant agrees to strictly
adhere to any obligations that it may have to companies with which it
has formally been associated insofar as its use or disclosure of their
confidential information is concerned. Information will not be deemed
part of the confidential information that is restricted by this
section if the Consultant can show that: (a) the information was in
its possession or within its knowledge before the Corporation
disclosed it to the Consultant; or (b) the information was or became
generally known to those who could take economic advantage of it,
through no fault of the Consultant; or (c) Consultant obtained the
information from a party having the right to disclose it to the
Consultant without violation of any obligation to the Corporation; or
(d) Consultant is required to disclose the information pursuant to
legal process (e.g., a subpoena, deposition, discovery, etc.),
provided that Consultant notifies the Corporation immediately upon
receiving or becoming aware of the legal process in question. All
originals and all copies of any drawings, blueprints, manuals,
reports, computer programs or data, notebooks, notes, photographs, and
all other recorded, written, or printed matter relating to research,
manufacturing operations, or business of the Corporation made or
received by the Consultant during the term of this Agreement is and
shall remain the property of the Corporation. Upon termination of this
Agreement, the Consultant will immediately deliver to the Corporation
all property of the Corporation, which may still be in the
Consultant's possession. Consultant will not remove or assist in
removing such property from the Consultant's premises under any
circumstances, either during the term of this Agreement or after
termination thereof, except with the prior written consent of the
Corporation.
6. Effective Date. The Effective Date of this Agreement shall be April
24th, 2001.
7. Governing Law. The validity of this Agreement and any of its terms and
provisions, as well as the rights and duties of the parties hereunder,
shall be governed by, construed, interpreted and enforced in
accordance with the laws of the State of New York.
8. Severability. If any provision of this Agreement is held to be
illegal, invalid or unenforceable under present or future laws
effective during the terms of this Agreement, the legality, validity
and enforceability of the remaining provisions of this Agreement will
not be affected thereby, and in lieu of such an illegal, invalid or
unenforceable provision, there will automatically be added a
provision, as a part of this Agreement, as similar in terms to such
illegal, invalid or unenforceable provision as may be possible and
will be legal, valid, and enforceable.
9. Notice. Any notice, demand, desire or request permitted in connection
with this Agreement shall be in writing and shall be deemed effective
if hand delivered or sent by certified or registered mail, return
receipt requested, postage prepaid, addressed to the parties intended
at the address set forth next to their signature to this Agreement.
10. Counterpart Execution. This Agreement may be executed in any number of
counterparts with the same effect as if all parties hereto have signed
the same document, and all counterparts will constitute one and the
same agreement.
11. Headings. The headings of the sections of this Agreement have been
inserted for convenience and reference only and shall not be construed
or interpreted to restrict or modify any of the terms or provisions
hereof.
IN WITNESS WHEREOF, this Agreement is executed, effective as of the Effective
Date.
CONSULTANT CORPORATION
Berkshire Capital Management Co., Inc. GK Intelligent Systems, Inc.
/S/ ▇▇▇▇▇▇ ▇▇▇▇▇ /S/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
By: ________________________________ By: ______________________________
▇▇▇▇▇▇ ▇▇▇▇▇, President ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, CEO
Address: ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇. ▇▇▇ Address: ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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ADDENDUM
Executive consultative services to be performed by Berkshire Capital
Management Co., Inc.:
1. Assistance in the development of general corporate strategy.
Recommendation of an effective growth strategy. Provision of guidance
involving the pursuit of corporate goals and the development of the
Company into a profitable entity.
2. Mentoring/assistance in structuring the functional components of the
Company and posturing it for resurrection.
3. Technical guidance in the processes of establishing key business
alliances and affiliated relationships. This includes merger and
acquisition consultation such as providing M&A mentoring and
assistance, negotiating co-venture agreements, evaluating the merit of
transactions, and selecting venture partners.
4. Assistance in securing key administrative personnel (staffing) to run
the Company.
5. Guidance in the key issues and considerations unique to the
resurrection of publicly-traded entities.