Exhibit 10.02
FINANCIAL CONSULTING AGREEMENT BETWEEN MIDSOUTH CAPITAL BROKERS (MS) AND
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TELZUIT MEDICAL TECHNOLOGIES, INC (TELZUIT)
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THE SERVICES OF MS
In its role as Financial Advisor, MS shall provide the following services:
Arrange 8 meetings and 2 luncheons in Atlanta for broker and investor
presentations. The luncheons will have a minimum of forty brokers. At least
three follow on meetings with other brokerage firms, including one with the
MidSouth Capital brokers.
COMPENSATION
In connection with the services to be provided, as outlined above, the Company
shall pay to MS fees in the following manner:
MS shall be entitled to the sum of 12,500 shares of restricted common stock of
Telzuit upon execution of this agreement. Upon completion of the meetings with
the above stated attendance, MS shall receive an additional 12,500 shares.
Should the meetings not take place due to any fault on the part of MS, then the
entitlement to the initial 12,500 shares shall be invalidated. All shares will
be issued to MS at such time as the company's (Telzuit) SB2 stock registration
filing is declared effective by the SEC.
NOTICES
Except as otherwise specifically agreed, all notices and other communications
made under this agreement shall be in writing and when delivered in person or by
facsimile transmission, shall be deemed given on the same day if delivered on a
business day during normal business hours, or on the first business day
following delivery in person or by facsimile outside normal business hours, or
on the date indicated on the return receipt requested. All notices sent shall be
sent to the representatives of the party to be notified at the addresses
indicated respectively below, or at such other addresses as the parties to be
notified may from time to time by like notice hereafter specify:
If to the Company: ▇▇. ▇▇▇ ▇▇▇▇▇▇
Telzuit Inc.
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If to Mid South Capital: ▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
MidSouth Capital Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
INDEMNIFICATION AND CONTRIBUTION
The Company agrees to indemnify MS (and its directors, officers, shareholders,
partners, agents, employees, and controlling persons) to the full extent
required by law against any and all claims, losses and expenses as incurred
(including all reasonable attorney's fees and disbursements of MS) in connection
with such claims arising from MS's engagement hereunder.
In like manner, MS shall indemnify the Company, and hold it harmless, from any
and all loss, damage, liability or expense, including cost and reasonable
attorney's fees, to which it may become subject, or which it may incur by reason
of or in connection with any misrepresentations or misstatements of facts that
MS, or any of its representatives, may willfully make, knowing such statements
to be false.
REPRESENTATIONS AND WARRANTIES
All communication and information provided by the Company to MS, whether written
or oral, with respect to operations and profitability are true and accurate. MS
may rely on the accuracy thereof.
The financial statements of the Company together with the related schedules and
notes as set forth in the Company's annual report and or subsequent quarterly
reports present fairly the financial position of the Company and the results of
its operations and the changes in its financial position at the respective dates
and for the respective periods for which they apply; such financial statements
have been prepared in accordance with generally accepted accounting principles
consistently applied, throughout the periods indicated except as otherwise
stated therein.
The Company is not in default, which default has not been waived, in the
performance of any obligation, agreement or condition contained in any
debenture, note or other evidence of indebtedness or any debenture or loan
agreement of the Company. Except with respect to such defaults which have been
waived in writing or for which consents have been obtained in writing, the
execution and delivery of this Agreement and the consummation of the
transactions herein contemplated, and compliance with the terms of the Agreement
will not conflict with or result in a breach of any of the terms, conditions or
provisions of, or constitute a default under, the certificate of incorporation,
as amended, or bylaws of the Company, any note, indenture, mortgage, deed of
trust, or other agreement or instrument to which the Company is a party or by
which it or any of its property is bound, or any existing law, order, rule,
regulation, writ, injunction, or decree of any government, governmental
instrumentality, agency or body, arbitration tribunal or court, domestic or
foreign, having jurisdiction over the Company or its property.
The Company is duly incorporated and validly existing and is in good standing as
a corporation under the laws of the state of Florida with authorized and
outstanding capital stock as set forth in the Company's most recent filing with
the SEC, and with full
corporate power and the authority to own its property and conduct its business,
present and proposed, as described in the filing, the Company has full corporate
power and authority to enter into this Agreement. The Company is duly qualified
and in good standing as a foreign corporation in each jurisdiction in which it
owns or leases real property or transacts business requiring such qualification,
except where the failure to so qualify or to be in good standing would not
result in a material adverse effect on the Company.
The Stock and Warrant have been duly and validly authorized and, when issued and
delivered as described in the Agreement or in the Warrants as applicable, will
be validly issued, fully paid and nonassessable. The Stock and Warrant Stock,
upon issuance, will not be subject to the preemptive rights of any shareholders
of the Company. The Warrants, when sold and delivered, will constitute valid and
binding obligations of the Company enforceable against it in accordance with the
terms thereof. A sufficient number of shares of common stock will be reserved
for issuance upon exercise of the Warrants.
CONFIDENTIALITY
In connection with the engagement, MS shall have access to confidential
materials of the Company. MS, its shareholders, employees and agents shall keep
all such information strictly confidential in whatever form so received, and
shall execute a confidentiality agreement if so requested by the Company, and MS
agrees that the Company shall be entitled to equitable and injunctive relief
including damages in the event MS breached any of its confidentiality
obligations to the Company.
AGREED AND ACCEPTED THIS DAY OF AUGUST, 2005 BY: TELZUIT MEDICAL
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TECHNOLOGIES, INC.
By: /s/ ▇▇▇ ▇▇▇▇▇▇
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▇▇▇ ▇▇▇▇▇▇, CEO
MIDSOUTH CAPITAL. INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Executive Vice President