EXHIBIT 10.4
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February 5, 1999
INSCI Corp.
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Re: Business Consulting Agreement
Gentlemen:
The within is to confirm our understanding and agreement wherein the undersigned
has performed consulting services effective as of January 4, 1999 for your
Company, which services have included, but are not limited to, presenting INSCI
to analysts, institutional investors, establishing meetings with INSCI and
providing ideas for the preparation of a Company profile for INSCI so as to
achieve a market awareness of INSCI.
It is understood that the undersigned is an independent contractor and that
INSCI will not be responsible for any actions or acts of the undersigned unless
approved in writing by INSCI, and that all information provided to INSCI will be
maintained as confidential except for public information which has been released
by INSCI through press releases and filings of reports available to the public
with the Securities and Exchange Commission, etc.
Insofar as payment is concerned, INSCI shall have the right to pay to the
undersigned a one-time fee of $5,000, or, in the alternative, at INSCI's option,
to grant 5,000 stock options exercisable at $1.04, the fair market value, as of
the effective date of the within agreement, which options shall be for a term of
one year from the date hereof. The options shall be exercisable upon ten days'
written notice to INSCI.
It is understood that all expenses incurred will be paid by the undersigned and
that INSCI will not be responsible for any expenses. The agreement herein will
terminate on February 28, 1999 and not be extended unless mutually agreed upon
in writing by INSCI and the undersigned.
If the within meets with your understanding, please execute a copy of same.
Very truly yours,
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