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Form of Marketing Services Agreement
with ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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MARKETING SERVICES AGREEMENT
THIS AGREEMENT is made as of the 21 day of May , 1997 by and between
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (hereinafter referred to as the "Consultant") and Workforce
Systems Corp., a Florida corporation (hereinafter referred to as the "Company").
WHEREAS, the Company is a publicly-held company with three operating
subsidiaries.
WHEREAS, the Consultant has from time to time provided certain marketing
services to the Company including, but not limited to, (i) advising and
assisting the Company in developing and implementing an investor relations
program including, (ii) dissemination of press releases, due diligence packages
and other publicly available information on the Company, and (iii) assisting and
advising the Company in the creation of investor relations information and due
diligence packages (collectively, the "Services").
WHEREAS, the Company wishes to compensate the Consultant in full for all
Services.
NOW, THEREFORE, in consideration of the recitals, promises and conditions
in this Agreement, the parties hereto agree as follows:
1. RECITALS. The foregoing recitals are true and correct.
2. COMPENSATION. As full and complete compensation for the Services,
the Company shall pay the Consultant an aggregate of 10,082 shares of the
Company's common stock. Such compensation shall constitute full and complete
satisfaction of any and all fees, expenses and costs of any kind whatsoever
which may be due the Consultant in connection with the performance of the
Services.
3. MISCELLANEOUS.
(a) Any notice, request, demand or other communication required or
permitted hereunder shall be deemed to be properly given when personally served
in writing or when deposited in the United States mail, first class postage
prepaid, addressed to the other party at the addresses appearing in this
Agreement. Either party may change its address by written notice made in
accordance with this section.
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(b) This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective legal representatives, administrators,
executors, successors, subsidiaries and affiliates. This Agreement may not be
assigned by the Consultant.
(c) This Agreement shall be governed and construed in accordance with
the laws of the State of Florida.
(d) This Agreement constitutes the entire agreement between the parties.
No promises, guarantees, inducements or agreements, oral or written, express or
implied, have been made other than as contained in this Agreement. This
Agreement can only be modified or changed in writing signed by both parties
hereto.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and date first above written.
Workforce Systems Corp.
By:
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▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
President
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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