EXHIBIT 10.25
-------------
NATIONAL FINANCIAL COMMUNICATIONS CORP.
CONSULTING AGREEMENT
AGREEMENT made as of the 8th day of June 2004 by and between LOCATEPLUS
Holdings Corporation, maintaining its principal offices at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (hereinafter referred to as "Client") and National
Financial Communications Corp. DBA/ OTC Financial Network, a Commonwealth of
Massachusetts corporation maintaining its principal offices at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇,
▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (hereinafter referred to as the "Company").
WITNESSETH:
WHEREAS, Company is engaged in the business of providing and rendering
public relations and communications services and has knowledge, expertise and
personnel to render the requisite services to Client; and
WHEREAS, Client is desirous of retaining Company for the purpose of
obtaining public relations and corporate communications services so as to
better, more fully and more effectively deal and communicate with its
shareholders and the investment banking community.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements contained herein, it is agreed as follows:
I. Engagement of Company. Client herewith engages Company and Company
agrees to render to Client public relations, communications, advisory and
consulting services.
A. The consulting services to be provided by the Company shall
include, but are not limited to, the development, implementation and maintenance
of an ongoing program to increase the investment community's awareness of
Client's activities and to stimulate the investment community's interest in
Client. Client acknowledges that Company's ability to relate information
regarding Client's activities is directly related to the information provided by
Client to the Company. The Company agrees to perform the following in
satisfaction of its obligation under the contract
i. Develop a national presence with micro-cap institutional
investors.
ii. Develop and maintain a database of existing and potential
investors.
iii. Develop and execute a national campaign to increase
shareholder base.
iv. Author and distribute up to 150 press releases with
Client provided material.
v. Author and distribute up to 10, shareholder communication
correspondence.
vi. Develop a national shareholder appreciation convention
series.
vii. Manage up to 10 national conventions
B. Client acknowledges that Company will devote such time as
is reasonably necessary to perform the services for Client, having due regard
for Company's commitments and obligations to other businesses for which it
performs consulting services.
II. Compensation and Expense Reimbursement.
A. Client will pay the Company, as compensation for the
services provided for in this Agreement and as reimbursement for expenses
incurred by Company on Client's behalf, in the manner set forth in Schedule A
annexed to this Agreement which Schedule is incorporated herein by reference.
B. In addition to the compensation and expense reimbursement
referred to in Section 2(A) above, Company shall be entitled to receive from
Client a "Transaction Fee", as a result of any Transaction (as described below)
between Client and any other company, entity, person, group or persons or other
party which is introduced to, or put in contact with, Client by Company, or by
which Client has been introduced to, or has been put in contact with, by Company
excluding Dutchess Advisors. A "Transaction" shall mean merger, sale of stock,
sale of assets, consolidation or other similar transaction or series or
combination of transactions whereby Client or such other party transfer to the
other, or both transfer to a third entity or person, stock, assets, or any
interest in its business in exchange for stock, assets, securities, cash or
other valuable property or rights, or wherein they make a contribution of
capital or services to a joint venture, commonly owned enterprise or business
opportunity with the other for purposes of future business operations and
opportunities. To be a Transaction covered by this section, the transaction must
occur during the term of this Agreement or the one year period following the
expiration of this Agreement.
The calculation of a Transaction Fee shall be based upon the
total value of the consideration, securities, property, business, assets or
other value given, paid, transferred or contributed by, or to, the Client and
shall equal 5% of the dollar value of the Transaction. Such fee shall be paid by
certified funds at the closing of the Transaction. In addition
for each dollar value transacted, the Company will be awarded one, 3-year
warrant with an exercise price at $.20 per share (B SHARES).
TERM AND TERMINATION. This Agreement shall be for a period of twelve
months commencing June 8, 2004 and terminating at the completion of all agreed
upon work.
TREATMENT OF CONFIDENTIAL INFORMATION. Company shall not disclose,
without the consent of Client, any financial and business information concerning
the business, affairs, plans and programs of Client which are delivered by
Client to Company in connection with Company's services hereunder, provided such
information is plainly and prominently marked in writing by Client as being
confidential (the "Confidential Information"). The Company will not be bound by
the foregoing limitation in the event (i) the Confidential Information is
otherwise disseminated and becomes public information or (ii) the Company is
required to disclose the Confidential Informational pursuant to a subpoena or
other judicial order.
REPRESENTATION BY COMPANY OF OTHER CLIENTS. Client acknowledges and
consents to Company rendering public relations, consulting and/or communications
services to other clients of the Company engaged in the same or similar business
as that of Client.
INDEMNIFICATION BY CLIENT AS TO INFORMATION PROVIDED TO COMPANY. Client
acknowledges that Company, in the performance of its duties, will be required to
rely upon the accuracy and completeness of information supplied to it by
Client's officers, directors, agents and/or employees. Client agrees to
indemnify, hold harmless and defend Company, its officers, agents and/or
employees from any proceeding or suit which arises out of or is due to the
inaccuracy or incompleteness of any material or information supplied by Client
to Company.
INDEPENDENT CONTRACTOR. It is expressly agreed that Company is acting
as an independent contractor in performing its services hereunder. Client shall
carry no workers compensation insurance or any health or accident insurance on
Company or consultant's employees. Client shall not pay any contributions to
social security, unemployment insurance, Federal or state withholding taxes nor
provide any other contributions or benefits which might be customary in an
employer-employee relationship.
NON-ASSIGNMENT. This Agreement shall not be assigned by either party
without the written consent of the other party.
NOTICES. Any notice to be given by either party to the other hereunder
shall be sufficient if in writing and sent by registered or certified mail,
return receipt requested, addressed
to such party at the address specified on the first page of this Agreement or
such other address as either party may have given to the other in writing.
ENTIRE AGREEMENT. The within agreement contains the entire agreement
and understanding between the parties and supersedes all prior negotiations,
agreements and discussions concerning the subject matter hereof.
MODIFICATION AND WAIVER. This Agreement may not be altered or modified
except by writing signed by each of the respective parties hereof. No breach or
violation of this Agreement shall be waived except in writing executed by the
party granting such waiver.
LAW TO GOVERN; FORUM FOR DISPUTES. This Agreement shall be governed by
the laws of the Commonwealth of Massachusetts without giving effect to the
principle of conflict of laws. Each party acknowledges to the other that courts
within the City of Boston, Massachusetts shall be the sole and exclusive forum
to adjudicate any disputes arising under this agreement. In the event of
deliquent fees owed to the Company, Client will be responsible for pay for all
fees associated with the collection of these fees.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first written above.
NATIONAL FINANCIAL COMMUNICATIONS CORP.
By:
--------------------------
▇▇▇▇▇▇▇▇ ▇▇▇▇▇, President
Date
LOCATEPLUS Holdings Corporation
By:
--------------------------
▇▇▇ ▇▇▇▇▇▇▇▇▇, CEO
Date
SCHEDULE A PAYMENT FOR SERVICES AND REIMBURSEMENT OF EXPENSES.
SCHEDULE A
PAYMENT FOR SERVICES
AND REIMBURSEMENT OF EXPENSES
A. For the services to be rendered and performed by Company during the
term of the Agreement, Client shall pay to Company either the sum of $500,000 in
a one-time cash payment or 4.0 Million restricted shares of Class A Voting
Common payable at the execution of this agreement.
If paid in restricted shares, the Company is entitled to "Piggy Back"
Registration. If at any time the Client shall determine to register any of its
securities under the Securities Act (including pursuant to a demand of any
stockholder of the Company exercising registration rights), other than on Form S
8 or Form S 4 or their then equivalents, the Client shall include in such
registration statement all Registerable Shares Company requests to be registered
therein.
B. Client shall also reimburse Company for all reasonable and necessary
out-of-pocket expenses incurred in the performance of its duties for Client upon
presentation of statements setting forth in reasonable detail the amount of such
expenses. Company shall not incur any expense for any single item in excess of
$250 either verbally or written except upon the prior approval of the Client.
Company agrees that any travel, entertainment or other expense which it may
incur and which may be referable to more than one of its clients (including
Client) will be prorated among the clients for whom such expense has been
incurred.
National Financial Communications Corp.
By:
----------------------
▇▇▇▇▇▇▇▇ ▇▇▇▇▇, President
Date
▇▇▇▇▇▇▇▇▇▇.▇▇▇, Inc.
By:
----------------------
▇▇▇ ▇▇▇▇▇▇▇▇▇
Date