Eastern Consulting Boca Raton, FL 33499 CONSULTING AGREEMENT
Eastern
Consulting
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This
Consulting Agreement (the “Agreement”), effective September 21, 2005 is entered
into by and between VSUS Technologies, Incorporated. (herein referred to
as the
“Company”) and Eastern Consulting (herein referred to as the
“Consultant”).
RECITALS
WHEREAS,
Company
desires to engage the services of Consultant to create opportunities for
VSUS
Technologies, Incorporated (VSUS.),
NOW
THEREFORE,
in
consideration of the promises and the mutual covenants and agreements
hereinafter set forth, the parties hereto covenant and agree as
follows:
| 1. |
Term
of Consultancy.
Company hereby agrees to retain the Consultant to act in a consulting
capacity to the Company and the Consultant hereby agrees to provide
services to the Company commencing upon September 21, 2005 and
ending on
September 20, 2007.
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| 2. |
Duties
of Consultant.
The consultant agrees that it will generally provide the following
specified consulting services through its officers and employees
during
the term specified in Section 1:
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(a) Consult
and assist the Company in creating product & brand awareness.
(b)
Assist
company with marketing & advertising of the company’s
products.
(c) Facilitation
of new accounts (IE: PROPTC).
(d) Advise
company on potential acquisition.
(e) Advise
the company of future financing needs.
(f) And
any
other items the company feels the Consultant can help with.
| 3. |
Allocation
of Time and Energies.
The Consultant hereby promises to perform and discharge faithfully
the
responsibilities which may be assigned to the Consultant from time
to time
by the officers and dully authorized representative of the Company
in
connection with the conduct of its marketing & advertising and
communications activities, so long as such activities are in compliance
with applicable securities laws and regulations. Consultant and
staff
shall diligently and thoroughly provide the consulting services
required
hereunder. Although no specific hours-per-day requirement will
be
required, Consultant and the Company agree that Consultant will
perform
the duties set forth herein above in a diligent and professional
manner.
The parties acknowledge and agree that a disproportionately large
amount
of the effort to be expanded and the costs to be incurred by the
Consultant and the benefits to be received by the Company are expected
to
occur within or shortly after the first two months of the effectiveness
of
this Agreement. It is explicitly understood that Consultant’s performance
of its duties hereunder will in no way be measured by the price
of the
Company’s common stock, nor the trading volume of the Company’s common
stock. It is also understood that the Company is entering into
this
Agreement with Eastern Consulting, and not any individual member
of
Eastern Consulting, and as such, Consultant will not be deemed
to have
breached this Agreement if any member, officer or director of Eastern
Consulting leaves the firm or dies or becomes physically unable
to perform
any meaningful activities during the term of the Agreement, provided
the
Consultant otherwise performs its obligations under this
Agreement.
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Eastern
Consulting
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| 4. |
Remuneration.
As full and complete compensation for services described in this
Agreement, the Company shall compensate Eastern Consulting as
follows:
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4.1 For
undertaking this engagement and for other good and valuable consideration,
the
Company agrees to issue the Consultant 10,000,000 shares of the Company’s
Common Stock (“Common Stock”) to be delivered to Consultant as requested in
amounts to be determined as the time of the request. The Company has also
issued
to the Consultant an additional 10,000,000 cashless options to purchase the
common stock at 0.01. The Company understands and agrees that Consultant
has
foregone significant opportunities to accept this engagement and that the
Company derives substantial benefit from the execution of this agreement
and the
ability to announce its relationship with Consultant. If the Company decides
to
terminate this Agreement prior to September 20, 2007 for any reason whatsoever,
it is agreed and understood that Consultant will not be requested or demanded
by
the Company to return any of the shares of Common Stock paid to it hereunder.
Further, if and in the event the Company is acquired in whole or in part,
during
the term of this agreement, it is agreed and understood that the Consultant
will
not be requested or demanded by the Company to return any of the 10,000,000
shares issued or 10,000,000 options granted to it hereunder. It is further
agreed that if at any time during the term of this agreement, the Company
or
substantially all of the Company’s assets are merged with or acquired by another
entity, or some other change occurs in the legal entity that constitutes
the
Company, the Consultant shall retain and will not be requested by the Company
to
return any of the 10,000,000 shares issue or the 10,000,000 options
granted.
4.2
With
each
transfer of shares of Common Stock to be issued pursuant to this Agreement
(collectively, the “Shares”), Company shall cause to be issued representing the
Common Stock and a written opinion of counsel for the Company stating that
said
shares are validly issued, fully paid and non-assessable and that the issuance
and eventual transfer of them to Consultant has been dully authorized by
the
Company. Company warranty that all Shares issued to Consultant pursuant to
this
Agreement shall have been validly issued, fully paid and non-assessable and
that
the issuance and any transfer of them to Consultant shall have been duly
authorized by the Company’s board of directors.
Eastern
Consulting
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4.3
In
connection with the acquisition of Shares hereunder, the Consultant represents
and warrants to the Company, to the best of its/his knowledge, as follows:
(a) Consultant
acknowledges that the Consultant has been afforded the opportunity
to ask questions of and receive answers from duly authorized
officers or other representatives of the Company concerning
an investment in the Shares, and any additional information
which the Consultant has requested.
| 5. |
Expenses.
Consultant agrees to pay for all its expenses (phone, mailing,
labor,
etc.), other than extraordinary items (travel required by/or specifically
requested by the Company, luncheons or dinners to large groups
of
investment professionals, mass faxing to a sizable percentage of
the
Company’s constituents investor conference calls, print advertisements
in
publications, etc.) approved by the Company prior to its incurring
an
obligation for reimbursement.
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| 6. |
Indemnification.
The Company warrants and represents that all oral communications,
written
documents or materials furnished to Consultant by the Company with
respect
to financial affairs, operations, profitability and strategic planning
of
the Company are accurate and Consultant may rely upon the accuracy
thereof
without independent investigation. The Company will protect, indemnify
and
hold harmless Consultant against any claims or litigation including
any
damages, liability, cost and reasonable attorney’s fees as incurred with
respect thereto resulting from Consultant’s communication or dissemination
of any said information, documents or materials excluding any such
claims
or litigation resulting from Consultant’s communication or dissemination
of information not provided or authorized by the
Company.
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| 7. |
Representations.
Consultant represents that it is not required to maintain any licenses
and
registrations under federal or any state regulations necessary
to perform
the services set forth herein. Consultant acknowledges that, to
the best
of its knowledge, the performance of the services set forth under
this
Agreement will not violate any rule of provision of any regulatory
agency
having jurisdiction over Consultant. Consultant acknowledges that,
to the
best of its knowledge, Consultant and its officers and directors
are not
the subject of any investigation, claim, decree or judgment involving
any
violation of the SEC or securities laws. Consultant further acknowledges
that it is not a securities Broker Dealer or a registered investment
advisor. Company acknowledges that, to the best of its knowledge,
that it
has not violated any rule or provision of any regulatory agency
having
jurisdiction over the Company. Company acknowledges that, to the
best of
its knowledge, Company is not the subject of any investigation,
claim,
decree or judgment involving any violation of the SEC or securities
laws.
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Eastern
Consulting
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| 8. |
Legal
Representation.
The Company acknowledges that it has been represented by independent
legal
counsel in the preparation of this agreement. Consultant represents
that
it has consulted with independent legal counsel and/or tax, financial
and
business advisors, to the extent the Consultant deemed
necessary.
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| 9. |
Status
as Independent Contractor.
Consultant’s engagement pursuant to this agreement shall be as independent
contractor, and not as an employee, or other agent of the Company.
Neither
party to this Agreement shall represent or hold itself out to be
the
employer or employee of the other. Consultant further acknowledges
the
consideration provided hereinabove as a gross amount of income
taxes,
social security payments or any other payroll taxes. All such income
taxes
and other such payment shall be made or provided for by Consultant
and the
Company shall have no responsibility or duties regarding such matters.
Neither the Company nor the Consultant possess the authority to
bind each
other in any agreements without the express written consent of
the entity
to be bound.
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| 10. |
Attorney’s
Fees.
If any legal action or any arbitration or other proceeding is brought
for
the enforcement or interpretation of this Agreement, or because
of an
alleged dispute, breach, default or misrepresentation in connection
with
or related to this Agreement, the successful or prevailing party
shall be
entitled to recover reasonable attorney’s fees and other costs in
connection with that action or proceeding, in addition to any other
relief
to which it or they may be
entitled.
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| 11. |
Waiver.
The waiver by either party of a breach of any provision of this
agreement
by the other party shall not operate or be construed as a waiver
of any
subsequent breach by such other
party.
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| 12. |
Notices.
All notices, requests, and other communications hereunder shall
be deemed
to be duly given if sent by U.S. mail, prepaid, addressed to the
other
party at the address as set forth herein
below:
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Eastern
Consulting
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| To the Company: | To the Consultant: | |
| Vsus Technologies, Inc. | Eastern Consulting | |
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| 13. |
Arbitration.
Any controversy or claim arising out of or relating to this agreement,
or
the alleged breach thereof, or relating to Consultant’s activities or
remuneration under this Agreement, shall be settled by binding
arbitration
in Florida, in accordance with the applicable rules of the American
Arbitration Association, and under judgment on the award rendered
by the
arbitrator(s) shall be binding on the parties and may be entered
in any
court having jurisdiction as provided by Paragraph 14
herein..
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| 14. |
Complete
Agreement.
This Agreement contains the entire agreement of the parties relating
to
the subject matter hereof. This Agreement and its terms may not
be changed
orally but only by an agreement in writing signed by the party
against
whom enforcement of any waiver, change, modification, extension
or
discharge is sought.
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AGREED
TO:
“Company” VSUS
Technologies, Incorporated
Date:
______________ By:
____________________________
“Consultant” Eastern
Consulting
Date:
_____________ By:
____________________________