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EXHIBIT 10.16
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VIRTUAL FINANCIAL CORP.
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February 16, 1999
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Integrated Transportation Network Group Inc.
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Re: Consulting Services
Dear Andy,
This letter shall constitute the terms of the Consulting Agreement among
Virtual Financial Corp. ("VFC"), a corporation, and Integrated Transportation
Network Group Inc. ("ITNG"), a Delaware corporation. For good and valuable
consideration, it is agreed as follows:
1. EMPLOYMENT. VFC is retained by ITNG, on a nonexclusive basis, to
provide ITNG with corporate development consulting, marketing and strategic
planning such as:
a. The implementation of short range and long term strategic
planning to fully develop and enhance the Company's assets,
resources and services;
b. Produce a corporate profile;
c. Mail 2,500 corporate profiles per month to the financial
community, subject to obtaining the Company's prior written
approval;
d. Arrange analyst and fund manager meeting for ITNG each month,
subject to obtaining the Company's prior written approval.
2. COMPENSATION. In consideration for the performance of the services by
VFC under this Agreement, VFC shall receive the following compensation:
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a. $3,000 upon execution of this Agreement and $3,000 on the monthly
anniversary during the term of this Agreement, not to exceed
$9,000 for the initial three month term.
b. Subject to prior written approval of ITNG, $3,125 for each 2,500
piece mailing upon VFC sending ITNG verification of the mailing
acceptable to ITNG, in its sole discretion.
c. A five year option to purchase 30,000 shares of ITNG common stock
from treasury (the "Common Stock"), at an exercise price of $3.00
per share.
d. All invoices are due and payable on receipt. ITNG will not be
responsible for any expenses or invoices other than as provided
herein, unless pre-approved in writing by ITNG.
3. REGISTRATION RIGHTS.
a. ITNG agrees that it will, as soon as reasonably practicable and
at the sole expense of ITNG, register the shares of Common Stock
issuable upon exercise of the VFC Option under the Securities Act
of 1933 (the "Act") on a Form S-3 Registration Statement (or any
successor form). ITNG shall supply prospectuses meeting the
requirements of the Act and such other documents as VFC may
reasonably request for at least one year following the
effectiveness of such registration in order to facilitate the
public sale or disposition of such securities, to register and
qualify any of such securities for sale in such states as VFC
designates and do any and all other acts and things which are
reasonably necessary to enable VFC to consummate the public sale
or other disposition of such securities.
b. VFC has knowledge and experience in financial and business
matters that each is capable of evaluating the merits and risks
of an investment in ITNG. VFC is familiar with the nature and
risks inherent in investments in unregistered securities and in
the business in which ITNG engages and have determined that an
investment in ITNG is consistent with its investment objectives
and income prospects. VFC represents and warrants that it is an
"accredited investor" as defined in Rule 501(a) of Regulation D
promulgated under the Act. VFC is acquiring the Option and will
be acquiring the shares of Common Stock underlying the Option to
be issued, for its own account for investment purposes only and
not with a view toward resale or distribution of such shares
either in whole or in part.
4. TERM. This Agreement shall be effective for a period of three (3)
months, commencing upon the date of execution of this Agreement.
5. JOINT RELATIONSHIP. Nothing contained in this Agreement shall be
construed to imply a joint venture or partnership or principal/agent
relationship between the parties hereto, and no party by this Agreement shall
have any right, power or authority to act or create any obligation, expressed or
implied, on behalf of the other party other than as set forth herein.
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6. CONFIDENTIAL INFORMATION. The parties hereto recognize that a major
need of ITNG is to preserve its trade secrets and confidential information. By
reason of this Agreement, VFC will have access to, and will obtain specialized
knowledge, trade secrets and confidential information about ITNG's plans and
operations. Therefore, VFC hereby agrees that during and after the Term VFC will
not use, other than in performing services hereunder, disclose to others, or
publish any confidential business information about the affairs of ITNG,
including but not limited to confidential information concerning ITNG's
products, methods, analytical techniques, technical information, customer
information, employee information, and other confidential information acquired
by it in the course of its past or future services for ITNG. VFC agrees to take
reasonable and appropriate steps to prevent the improper or inadvertent
disclosure of any such confidential information. VFC further acknowledges that
it may from time to time in the performance of services under this Agreement
come into possession of information that could be deemed to be material
non-public information and that the possession of such information will limit
VFC's ability to buy or sell shares of ITNG, including shares underlying its
Option.
7. COMPLIANCE WITH LAWS. VFC shall comply with all applicable laws in
connection with rendering services hereunder and agrees to indemnify and hold
harmless ITNG and its officers, directors and agents from and against all
liabilities, losses, costs and expenses (including attorney's fees and costs)
arising out of VFC's failure to so comply.
8. ENTIRE AGREEMENT. This Agreement represents the entire Agreement
between the parties with respect to the subject matter hereof and is not subject
to alteration, modification or change except in writing signed by each of the
parties. In addition, this Agreement when executed shall supersede any and all
previous Agreements, whether written or oral, with respect to the subject matter
hereof. A waiver of any term or condition of this Agreement shall not be
construed as a general waiver. The obligations of the parties under this
Agreement shall not be assignable or transferable.
9. NOTICES. Any notices with respect to this Agreement shall be sent via
registered mail, return receipt requested, or facsimile to each of the parties
at the address designated at the top of page one.
10. CHOICE OF LAW. This Agreement shall be governed by and construed under
the laws of the State of New York.
11. DISPUTES. The prevailing party in any dispute pursuant to this
Agreement shall be entitled to reasonable attorneys' fees and costs.
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If the foregoing meets with your approval, please indicate by
counter-signing below.
Sincerely,
Virtual Financial Corp.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
Chief Operating Officer
AGREED TO AND ACCEPTED:
Integrated Transportation Network Group Inc.
/s/ ▇▇▇▇▇▇ ▇▇▇ 2/16/99
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President