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Sales Representative Agreement
Sales Representative Agreement (44K)
Doc #106840: Click preview link for longer preview.
SALES REPRESENTATIVE AGREEMENT
THIS SALES REPRESENTATIVE AGREEMENT (this "Agreement") is entered into as of the 4 day of March, 1994, by and between FINNIGAN CORPORATION, a subsidiary of Thermo Instruments, (hereinafter referred to as the "Company") with its principal office located at 355 River Oaks Parkway, San Jose, California 95134 and EURO TECH (FAR EAST) LTD, (hereinafter referred to as the "Representative") with its principal office located at 18/F Gee Chang Hong Centre, 65 Wong Chuk Hang Road, Hong Kong.
In consideration of the mutual covenants and agreements hereinafter set forth, the Company and the Representative hereby agree as follows:
1. REPRESENTATION AND TERRITORIES. The Company hereby appoints and authorizes the Representative, and the Representative agrees to act, as exclusive selling representative to sell the Company's products ("Products") and territories ("Territory") set forth in Exhibit(s) attached hereto and incorporated by this reference herein (or in such thereof, or additional territories, as set forth by the Company in a written and signed amendment to this Agreement).
The Company retains the right to sell to Original Equipment Manufacturers ("OEMs") in the Territory without payment of a commission to the Representative. In addition, products may be sold in the Territory through the normal distribution channels of an OEM without payment of a commission to the Representative; provided that the OEM is a party to an agreement with the Company for the supply of products. The Company may, at its sole discretion, continue to deal directly with an end user or with representation other than through the Representative. In such event, the Company will consult with the Representative, advise him of all activity, and compensate him according to services rendered, in an amount determined by the Company at its sole discretion.
2. COMMISSION
(a) As consideration for such representation, the Company shall pay the Representative for all sales of the Company's products in the foregoing territory or territories, except as prohibited by law or as otherwise altered by prior mutual agreement, a commission based upon the type of product sold, the classification of the Representative and the net sale price, f.o.b. Factory, as set forth in Exhibit(s), attached hereto and incorporated by this reference herein. The Commission is subject to change by the Company with ninety (90) days notice to the Representative. All sales are bound by the Company's conditions of sales in effect at the time of sale, which presently are as stated in Exhibit(s), attached hereto and incorporated by this reference herein.
106840
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Euro Tech
As referenced in this Sales Representative Agreement:
EURO TECH HOLDINGS CO –
EURO TECH HOLDINGS CO LTD _____________
dt 1849215
;
Barclays Bank
As referenced in this Sales Representative Agreement:
Barclays Bank PLC, – or from the Representative for
resale:
Irrevocable and Confirmed Letter of Credit payable to Finnigan MAT
Ltd. L/C to be confirmed by Barclays Bank PLC, Luton International
Services Branch, 28, George Street, Luton, LU1 2HW, United Kingdom
upon presentation of shipping documents.
Sale of Parts directly to _____________
Barclays Bank PLC, – Parts directly to the end users:
Irrevocable and Confirmed Letter of Credit payable to Finnigan MAT
Ltd. L/C to be confirmed by Barclays Bank PLC, Luton International
Services Branch, 28, George Street, Luton, LU1 2HW, United Kingdom
upon presentation of shipping documents.
Sale Parts for the Representative' _____________
dt 108412
;
| Finnigan Corporation;
Euro Tech (Far East) Ltd.
|
| Preview
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 | 2003 |
Independent Contractor - Services Agreement
Independent Contractor - Services Agreement (27K)
Doc #120162: Click preview link for longer preview.
CYBEROPTICS CORPORATION INDEPENDENT CONTRACTOR - SERVICES AGREEMENT
This Independent Contractor - Services Agreement (`Agreement") is made and entered into this 13th day of October 2002 ("Effective Date") by and between CyberOptics Corporation, having a principal place of business at 5900 Golden Hills Drive, Golden Valley, Minnesota 55416 U.S.A. ("CyberOptics") and Steven M. Quist, having a principal place of business at 10565 Estate Drive, Eden Prairie, MN, 55347 U.S.A. ("Contractor").
RECITALS
WHEREAS, CyberOptics requires services to address particular business needs of CyberOptics; and
WHEREAS, Contractor has expertise in certain services required by CyberOptics and is willing to provide such services.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual promises more particularly set forth hereinafter, the above parties, intending to be legally bound, agree as follows:
1. DEFINITIONS. As used in this Agreement, the following terms shall have the following meanings:
1.1. "Contractor Personnel" shall mean the employees, contractors, agents, representatives and/or other persons utilized by Contractor to provide the Services.
1.2. "Intellectual Property Rights" shall mean any and all patents, copyrights, trade marks, trade secrets and other intellectual or proprietary rights, and any and all right, title and interest in any of the foregoing.
1.3. "Inventions" shall mean any and all improvements, inventions, discoveries, designs and/or implementations, whether or not patentable, created, conceived or first reduced to practice in the performance of this Agreement, and including any Intellectual Property Rights therein.
1.4. "Reimbursable Expenses" shall mean any direct, reasonable, verifiable expenses incurred by Contractor related solely to providing the Services for CyberOptics under this Agreement, and which have been pre-approved in writing by CyberOptics.
1.5. "Services" shall mean any and all services provided by Contractor and Contractor Personnel to CyberOptics, including, without limitation, any and all materials, documentation, drawings, designs, products, deliverables and/or other items that Contractor provides to CyberOptics as part of such services. The parties will describe the Services in as much detail as is reasonably possible and set forth such in Attachment A to this Agreement ("Statement of Work"); provided, however,
120162
|
CyberOptics
As referenced in this Independent Contractor - Services Agreement:
CYBEROPTICS CORP –
CYBEROPTICS CORP _____________
dt 1852547
;
| Steven M. Quist
|
| Preview
Full Doc
 | 2002 |
Letter Agreement
Letter Agreement (18K)
Doc #125686: Click preview link for longer preview.
October 25, 2002 CONFIDENTIAL
Mr. Robert V. Rudman, President & CEO SmarTire Systems, Inc. 13151 Vanier Place - Suite 150 Richmond, BC Canada V6V 2J1
Dear Robert,
This agreement (the "Agreement") replaces and supersedes all previous agreements entered into by and between Impact Capital Partners Limited ("Impact Capital") and SmarTire Systems, Inc. (the "Company"). This Agreement shall serve as our full and complete understanding relative to your engagement of Impact Capital as financial advisors and investment intermediaries to the Company. The Funds may be provided, without limitation, through conventional debt, convertible debt, secured debt, participating debt, warrants, equity, preferred equity, lines of credit, equity draw-down facilities, letters of credit and/or other form of financing. Notwithstanding, any financing successfully completed by and between the Company and Live Oak Capital, L.L.C. and/or Smith Point Capital Partners, L.P. will be subject to the compensation provisions provided in paragraphs 2 a) and b) of our letter of engagement dated August 10, 2001.
For good and mutual consideration, Impact Capital and the Company hereby agree to the following terms and conditions:
1. ROLE OF IMPACT CAPITAL PARTNERS LIMITED AND INDEPENDENT CONTRACTOR STATUS.
The Company hereby engages Impact Capital as its non-exclusive financial advisors and investment intermediaries to find and introduce one or more persons, partnerships, corporations or other entities or groups (the "Investor(s)") satisfactory to the Company who would be interested in entering into a Transaction with the Company, as well as such other consultants and/or professionals as may be necessary or appropriate in effecting a Transaction. A "Transaction" shall mean the payment of Funds to the Company as investments in the form or forms listed above including multiple tranche investments, or in any other similar investment. The Company shall have the absolute right to refuse to consummate a Transaction with any Investor(s) for any reason or no reason. Impact Capital shall not expect, receive or be entitled to any compensation or remuneration from any Transaction rejected by the Company. Impact Capital and its agents, servants and employees are not acting as an agent or broker of the Company or otherwise acting in a fiduciary capacity on behalf of the Company and are acting solely as an independent contractor. Impact Capital and its agents, servants and employees shall not be empowered to act for or bind the Company to any third parties.
2. IMPACT CAPITAL COMPENSATION.
a.) In consideration of the various financial advisory and investment intermediary services provided hereunder, the Company agrees to pay Impact Capital a cash fee equal to eight percent
125686
|
SmarTire
As referenced in this Letter Agreement:
SmarTire Systems, Inc. –
{DOCUMENT}
{TYPE}EX-10.1
{SEQUENCE}3
{FILENAME}o08491exv10w1.txt
{DESCRIPTION}EXHIBIT 10.1
{TEXT}
{PAGE}
Exhibit 10.1
October 25, 2002 CONFIDENTIAL
Mr. Robert V. Rudman, President & CEO
SmarTire Systems, Inc.
13151 Vanier Place - Suite 150
Richmond, BC
Canada V6V 2J1
Dear Robert,
This agreement (the "Agreement") replaces and supersedes all previous agreements
entered into by and between Impact Capital _____________
SmarTire Systems, Inc. – 150
Richmond, BC
Canada V6V 2J1
Dear Robert,
This agreement (the "Agreement") replaces and supersedes all previous agreements
entered into by and between Impact Capital Partners Limited ("Impact Capital")
and SmarTire Systems, Inc. (the "Company"). This Agreement shall serve as our
full and complete understanding relative to your engagement of Impact Capital as
financial advisors and investment intermediaries to the Company. The _____________
SMARTIRE SYSTEMS, INC. – the originals by DHL courier delivery.
5
{PAGE}
Sincerely,
IMPACT CAPITAL PARTNERS LIMITED
/s/Henrik Rouf
--------------------
Henrik Rouf
Managing Partner
and Director
The foregoing has been read, understood and approved:
SMARTIRE SYSTEMS, INC.
By: /s/Robert Rudman Dated October 25, 2002
---------------- ----------------
Robert V. Rudman
President & CEO
6
{/TEXT}
{/DOCUMENT} _____________
dt 1321887
;
SmarTire
As referenced in this Letter Agreement:
SmarTire Systems, Inc. –
{DOCUMENT}
{TYPE}EX-10.1
{SEQUENCE}3
{FILENAME}o08491exv10w1.txt
{DESCRIPTION}EXHIBIT 10.1
{TEXT}
{PAGE}
Exhibit 10.1
October 25, 2002 CONFIDENTIAL
Mr. Robert V. Rudman, President & CEO
SmarTire Systems, Inc.
13151 Vanier Place - Suite 150
Richmond, BC
Canada V6V 2J1
Dear Robert,
This agreement (the "Agreement") replaces and supersedes all previous agreements
entered into by and between Impact Capital _____________
SmarTire Systems, Inc. – 150
Richmond, BC
Canada V6V 2J1
Dear Robert,
This agreement (the "Agreement") replaces and supersedes all previous agreements
entered into by and between Impact Capital Partners Limited ("Impact Capital")
and SmarTire Systems, Inc. (the "Company"). This Agreement shall serve as our
full and complete understanding relative to your engagement of Impact Capital as
financial advisors and investment intermediaries to the Company. The _____________
SMARTIRE SYSTEMS, INC. – the originals by DHL courier delivery.
5
{PAGE}
Sincerely,
IMPACT CAPITAL PARTNERS LIMITED
/s/Henrik Rouf
--------------------
Henrik Rouf
Managing Partner
and Director
The foregoing has been read, understood and approved:
SMARTIRE SYSTEMS, INC.
By: /s/Robert Rudman Dated October 25, 2002
---------------- ----------------
Robert V. Rudman
President & CEO
6
{/TEXT}
{/DOCUMENT} _____________
dt 1321929
;
| Impact Capital Partners Limited
|
| Preview
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 | 2001 |
Finder's Agreement
Finder's Agreement (16K)
Doc #143796: Click preview link for longer preview.
FINDER'S AGREEMENT
This Finder's Agreement (the "Agreement") is entered into as of August 14, 2001, ("Effective Date") between Microvision, Inc., a Washington corporation ("Company"), and Brookehill Capital Partners ("Finder").
RECITALS
WHEREAS, Finder represents that he will endeavor to introduce the Company to Prospective Investors (as defined in Section 2.2 below) who may be interested in participating in a private placement of the Company's securities (the "Offering"); and
WHEREAS, the Company desires to engage the services of Finder to provide an introduction to such Prospective Investors in accordance with the terms and conditions set forth in this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the promises and mutual covenants hereinafter contained, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Engagement.
1.1 The Company engages Finder to provide services on a non-exclusive basis to assist the Company in identifying Prospective Investors interested in participating in the Offering, and to use his best efforts to introduce Company to such Prospective Investors (the "Services").
1.2 Finder shall perform the Services in a manner that complies with applicable federal and state securities laws. Finder shall take no action that could limit or otherwise adversely affect the ability of the Company to claim an exemption from the registration or qualification requirements of applicable securities laws with respect to the Offering, and in particular will not take any action that could be construed as constituting a general solicitation or general advertising by the Company, as such terms are used in Rule 502 of Regulation D under the Securities Act of 1933, as amended (the "Securities Act").
2. Identification of Prospective Investors.
2.1 In order to coordinate the Company's and Finder's respective efforts during the period of engagement hereunder, Finder will from time to time notify the Company of Prospective Investors that he proposes to contact. Once Finder has identified a Prospective Investor to Company, Finder shall not identify additional Prospective Investors until either (a) the Company advises Finder, at its discretion, that it is not interested in being introduced to the Prospective Investor proposed by Finder, or (b) the Company requests that Finder identify additional Prospective Investors. If the Company informs Finder that it is interested in being introduced to a Prospective Investor, Finder will introduce representatives of the Company to the Prospective Investor. Finder will not make any contact with a Prospective Investor unless such contact is expressly approved by the Company.
2.2 For purposes of this Agreement, "Prospective Investors" shall mean "accredited investors," as such term is defined in Rule 501 of Regulation D under the Securities Act, who are introduced to the Company by Finder at the Company's request. Prospective Investors shall not include any persons who are current shareholders, officers, directors, consultants or employees of the Company or their respective family members, nor any person who has previously expressed an interest in participating in the Offering, directly or indirectly, such that the Company is already aware of such interest.
143796
|
Microvision
As referenced in this Finder's Agreement:
Microvision, Inc. – 1
QuickLinks -- Click here to rapidly navigate through this document
FINDER'S AGREEMENT
This Finder's Agreement (the "Agreement") is entered into as of August 14, 2001, ("Effective Date") between Microvision, Inc. , a Washington corporation ("Company"), and Brookehill Capital Partners ("Finder").
RECITALS
WHEREAS, Finder represents that he will endeavor to introduce the Company to Prospective Investors (as defined in Section 2. _____________
Microvision, Inc. – by
3
confirmed facsimile transmission, or by U.S. mail, postage prepaid, return receipt requested, addressed to the other party at the address as set forth below:
To the Company:
Microvision, Inc.
Attn: Chief Financial Officer
19910 North Creek Parkway
Bothell, WA 98011-3008
Fax: (425) 481-1625
To Finder:
Brookehill Capital Partners
1221 Post Road East
Westport, Connecticut
Fax: (203) _____________
MICROVISION, INC. – which together shall constitute the same instrument.
4
IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto as of the Effective Date.
FINDER:
COMPANY:
BROOKEHILL CAPITAL PARTNERS
MICROVISION, INC.
By: /s/ Walter S Grossman
By: /s/ Richard A. Raisig
Name: Walter S Grossman
Name: Richard A. Raisig
Its: Chariman
Its: Chief Financial Officer
5
QuickLinks
FINDER'S AGREEMENT
_____________
dt 1469087
;
Microvision
As referenced in this Finder's Agreement:
Microvision, Inc. – 1
QuickLinks -- Click here to rapidly navigate through this document
FINDER'S AGREEMENT
This Finder's Agreement (the "Agreement") is entered into as of August 14, 2001, ("Effective Date") between Microvision, Inc. , a Washington corporation ("Company"), and Brookehill Capital Partners ("Finder").
RECITALS
WHEREAS, Finder represents that he will endeavor to introduce the Company to Prospective Investors (as defined in Section 2. _____________
Microvision, Inc. – by
3
confirmed facsimile transmission, or by U.S. mail, postage prepaid, return receipt requested, addressed to the other party at the address as set forth below:
To the Company:
Microvision, Inc.
Attn: Chief Financial Officer
19910 North Creek Parkway
Bothell, WA 98011-3008
Fax: (425) 481-1625
To Finder:
Brookehill Capital Partners
1221 Post Road East
Westport, Connecticut
Fax: (203) _____________
MICROVISION, INC. – which together shall constitute the same instrument.
4
IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto as of the Effective Date.
FINDER:
COMPANY:
BROOKEHILL CAPITAL PARTNERS
MICROVISION, INC.
By: /s/ Walter S Grossman
By: /s/ Richard A. Raisig
Name: Walter S Grossman
Name: Richard A. Raisig
Its: Chariman
Its: Chief Financial Officer
5
QuickLinks
FINDER'S AGREEMENT
_____________
dt 1469110
;
| Brookehill Capital Partners
|
| Preview
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 | 2003 |
Letter Agreement
Letter Agreement (17K)
Doc #160739: Click preview link for longer preview.
G.M. CAPITAL PARTNERS, LTD.
September 9, 2003
Invisa, Inc. Attention: Stephen Michael, President 4400 Independence court Sarasota, FL 34234
Dear Mr. Michael:
This letter confirms the engagement agreement (the Agreement) between G.M. Capital Partners, Ltd. (GMC) and Invisa, Inc. a Nevada corporation, (hereinafter Invisa or the Company) pursuant to which GMC will furnish management consulting, financial advisory and investor relations services. GMC will assist Invisa in the capacity as detailed below.
1. RESPONSIBILITY OF GMC
A. Subject to the terms and conditions hereof, GMC services will include, among other things, a due diligence overview of the Company including; reviewing Invisas current financial position and projections relating to Invisas capital requirements, analyzing the proforma effects of the financing on such projections, and rendering advice on methods of structuring such financing (Financing).
B. It is expressly acknowledged and agreed by the parties hereto that GMCs obligations do not insure the successful negotiation of or obtaining of any type of Financing for Invisa and any efforts for obtaining Financing shall be on a best efforts basis only. GMC is not a registered broker dealer.
C. The central task of GMC will be attracting suitable entities that are in the business of, or interested, in making equity or debt investments in companies such as Invisa. GMCs role will include assisting the Company in proposing an equity or debt investment in Invisa to prospective investors, presenting Invisas analysis in support of the investment, and structuring and negotiating the financial terms of the investment.
D. We will also assist in the coordination of the many parties involved and attend
160739
|
Invisa
As referenced in this Letter Agreement:
Invisa, Inc. –
Ex-10.78 Invisa, Inc.
EX-10.78 3 g84971a1exv10w78.htm EX-10.78 INVISA, INC.
Exhibit 10.78
G.M. CAPITAL PARTNERS, LTD.
September 9, 2003
Invisa, Inc.
Attention: Stephen Michael, President
4400 _____________
INVISA, INC. –
Ex-10.78 Invisa, Inc.
EX-10.78 3 g84971a1exv10w78.htm EX-10.78 INVISA, INC.
Exhibit 10.78
G.M. CAPITAL PARTNERS, LTD.
September 9, 2003
Invisa, Inc.
Attention: Stephen Michael, President
4400 Independence court
Sarasota, FL 34234
Dear Mr. Michael:
This letter confirms _____________
Invisa, Inc. –
Ex-10.78 Invisa, Inc.
EX-10.78 3 g84971a1exv10w78.htm EX-10.78 INVISA, INC.
Exhibit 10.78
G.M. CAPITAL PARTNERS, LTD.
September 9, 2003
Invisa, Inc.
Attention: Stephen Michael, President
4400 Independence court
Sarasota, FL 34234
Dear Mr. Michael:
This letter confirms the engagement agreement (the Agreement) between G.M. Capital Partners, Ltd. (GMC) and _____________
Invisa, Inc. – Inc.
Attention: Stephen Michael, President
4400 Independence court
Sarasota, FL 34234
Dear Mr. Michael:
This letter confirms the engagement agreement (the Agreement) between G.M. Capital Partners, Ltd. (GMC) and Invisa, Inc. a Nevada corporation, (hereinafter Invisa or the Company) pursuant to which GMC will furnish management consulting, financial advisory and investor relations services. GMC will assist Invisa in the capacity _____________
Invisa, Inc. – party may have at common law or otherwise and shall extend upon the same terms to inure to the benefit of any director, officer, employee, agent or controlling person of Invisa, Inc.
9. ENTIRE AGREEMENT
5
The Parties agree that the Agreement embodies the entire agreement and understanding of the Parties and that no understanding or agreements, verbal or otherwise, exists _____________
dt 1484172
;
Invisa
As referenced in this Letter Agreement:
Invisa, Inc. –
Ex-10.78 Invisa, Inc.
EX-10.78 3 g84971a1exv10w78.htm EX-10.78 INVISA, INC.
Exhibit 10.78
G.M. CAPITAL PARTNERS, LTD.
September 9, 2003
Invisa, Inc.
Attention: Stephen Michael, President
4400 _____________
INVISA, INC. –
Ex-10.78 Invisa, Inc.
EX-10.78 3 g84971a1exv10w78.htm EX-10.78 INVISA, INC.
Exhibit 10.78
G.M. CAPITAL PARTNERS, LTD.
September 9, 2003
Invisa, Inc.
Attention: Stephen Michael, President
4400 Independence court
Sarasota, FL 34234
Dear Mr. Michael:
This letter confirms _____________
Invisa, Inc. –
Ex-10.78 Invisa, Inc.
EX-10.78 3 g84971a1exv10w78.htm EX-10.78 INVISA, INC.
Exhibit 10.78
G.M. CAPITAL PARTNERS, LTD.
September 9, 2003
Invisa, Inc.
Attention: Stephen Michael, President
4400 Independence court
Sarasota, FL 34234
Dear Mr. Michael:
This letter confirms the engagement agreement (the Agreement) between G.M. Capital Partners, Ltd. (GMC) and _____________
Invisa, Inc. – Inc.
Attention: Stephen Michael, President
4400 Independence court
Sarasota, FL 34234
Dear Mr. Michael:
This letter confirms the engagement agreement (the Agreement) between G.M. Capital Partners, Ltd. (GMC) and Invisa, Inc. a Nevada corporation, (hereinafter Invisa or the Company) pursuant to which GMC will furnish management consulting, financial advisory and investor relations services. GMC will assist Invisa in the capacity _____________
Invisa, Inc. – party may have at common law or otherwise and shall extend upon the same terms to inure to the benefit of any director, officer, employee, agent or controlling person of Invisa, Inc.
9. ENTIRE AGREEMENT
5
The Parties agree that the Agreement embodies the entire agreement and understanding of the Parties and that no understanding or agreements, verbal or otherwise, exists _____________
dt 1456899
;
| G.M. Capital Partners, Ltd.
|
| Preview
Full Doc
 | 2003 |
Consulting Agreement
Consulting Agreement (14K)
Doc #193049: Click preview link for longer preview.
CONSULTING AGREEMENT
This Agreement made this 6th day of March, 2003, by and between Crescent Fund, Inc., a Texas corporation, whose address is 67 Wall Street, 22nd Floor, New York, New York 10005, hereinafter referred to as "CRESCENT" or "Consultant" and Invisa, Inc., a Nevada corporation, its agents, successors or assigns, hereinafter referred to as "INVISA" or "Client" or "Company", whose address is 4400 Independence Court, Sarasota, Florida 34234.
Whereas Consultant is in the business of providing management consulting services to businesses in an effort to obtain capital from third parties for business use, including equipment leasing, purchase order and/or contract financing, factoring and financing for land and buildings utilizing instruments of debt and/or equity and whereas Client desires to retain Consultant for the following purposes:
Institutional investor relations services and to attempt to arrange financing for the purpose of working capital.
For and in consideration of mutual benefits, detriments, and promises, and the cross considerations hereinafter set forth, the adequacy of which is hereby acknowledged, the parties hereto, CRESCENT and INVISA, collectively "THE PARTIES", hereby covenant and agree as follows:
1. Services
a. CRESCENT is hereby engaged to provide Public Relations and market support services including serving as an investment banking liaison, introducing and presenting the Company to securities brokerage firms and institutional investors, obtaining write ups about the company and acting as an institutional public relations consultant for a six month period from the date hereof. Under the direction of the Company, Consultant shall perform its services in coordination with G.M. Capital Partners, the Company's international investor relations consultant and Hawk Associates, the Company's domestic investor relations consultant.
b. CRESCENT is hereby engaged by INVISA to provide capital funding services including serving as an investment banking liaison, and acting as capital consultant for a six month period from the date hereof. CRESCENT shall contact institutional investors, arrange presentation of the Company, assist in restructuring INVISA'S business plan for presentation, and arrange conferences with capital sources.
c. CRESCENT is further engaged to provide capital structure consulting to include working capital, equipment financing, consulting services to INVISA for a six month period from the date hereof.
2. Compensation
193049
|
Invisa
As referenced in this Consulting Agreement:
Invisa, Inc. – by and between
Crescent Fund, Inc., a Texas corporation, whose address is 67 Wall Street, 22nd
Floor, New York, New York 10005, hereinafter referred to as "CRESCENT" or
"Consultant" and Invisa, Inc. , a Nevada corporation, its agents, successors or
assigns, hereinafter referred to as "INVISA" or "Client" or "Company", whose
address is 4400 Independence Court, Sarasota, Florida 34234.
Whereas Consultant is _____________
INVISA, INC. – IN WITNESS WHEREOF, THE PARTIES have set forth their hands and seal in
execution of this Consulting Agreement this 6th day of March, 2003, by and
between:
CRESCENT FUND, INC. INVISA, INC. ,
a Texas corporation a Nevada corporation
By: /s/ Melanie Gee By: /s/ Stephen A. Michael, President
----------------------- -----------------------------------
Melanie Gee, President Steve Michael, President CEO
Date: March 14, 2003 Date: 3- _____________
dt 1484175
;
Invisa
As referenced in this Consulting Agreement:
Invisa, Inc. – by and between
Crescent Fund, Inc., a Texas corporation, whose address is 67 Wall Street, 22nd
Floor, New York, New York 10005, hereinafter referred to as "CRESCENT" or
"Consultant" and Invisa, Inc. , a Nevada corporation, its agents, successors or
assigns, hereinafter referred to as "INVISA" or "Client" or "Company", whose
address is 4400 Independence Court, Sarasota, Florida 34234.
Whereas Consultant is _____________
INVISA, INC. – IN WITNESS WHEREOF, THE PARTIES have set forth their hands and seal in
execution of this Consulting Agreement this 6th day of March, 2003, by and
between:
CRESCENT FUND, INC. INVISA, INC. ,
a Texas corporation a Nevada corporation
By: /s/ Melanie Gee By: /s/ Stephen A. Michael, President
----------------------- -----------------------------------
Melanie Gee, President Steve Michael, President CEO
Date: March 14, 2003 Date: 3- _____________
dt 1456902
;
| Crescent Fund, Inc.
|
| Preview
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 | 2003 |
Consulting Agreement
Consulting Agreement (34K)
Doc #194942: Click preview link for longer preview.
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (hereinafter the "Agreement") is made and entered into by and between ESCO TECHNOLOGIES INC., a corporation organized under the laws of the State of Missouri, having a place of business at 8888 Ladue Road, Suite 200, St. Louis, Missouri 63124-2056, (which corporation together with its past, present and future parents, subsidiaries and all other related corporations and affiliates, including without limitation, partnerships, limited liability companies, business-related entities, departments, divisions, organizations, benefit plans, predecessors, successors and assigns of each and all of them are collectively referred to in this Agreement by the defined term "ESCO") and DENNIS J. MOORE (hereinafter "Consultant"), having a residence at 777 Brentwood Point, Audubon at Naples, Naples, Florida 34110-7915.
1. Engagement. ESCO hereby engages Consultant as an independent contractor, and Consultant hereby accepts such engagement with ESCO upon the terms and conditions hereinafter set forth.
2. Term. Subject to the provisions of Section 14 hereof, the term of this Agreement shall begin on the latter of April 18, 2003 (the day following the date of Consultant's retirement) or the Effective Date of this Agreement (as defined in Section 17.4 of this Agreement) and shall continue until April 17, 2004, whereupon the Agreement will expire unless extended by a writing signed by both parties.
3. Scope of Engagement. Throughout the term of this Agreement, Consultant shall furnish a maximum of forty (40) hours per month of consulting services and advice to ESCO, as specifically requested from time to time on those matters referred to the Consultant by the Human Resources and Compensation Committee of the Board of Directors (the "Committee") or the Chief Executive Officer. Whenever practicable, ESCO shall give Consultant reasonable advance notice of the need for his services. Consultant shall not act on behalf of, represent or bind ESCO or represent that he has authority to so act, unless Consultant has first received authority from the Chief Executive Officer.
4. Compensation. For services rendered by Consultant under this Agreement, ESCO shall pay Consultant a fee of Twenty-five Thousand Dollars ($25,000) a month for twelve months following the Effective Date for a total of Three Hundred Thousand Dollars ($300,000), payable pursuant to ESCO's normal accounts payable practices during the term of this Agreement. All normal business travel expenses of the Consultant incurred at the direction of the Company shall be arranged by and reimbursed in accordance with ESCO's travel and expense reimbursement policies.
5. Relationship of Parties. Consultant shall provide services and advice to ESCO hereunder as an independent contractor, and nothing contained herein shall be construed to create the relationship of employer and employee between ESCO and Consultant. Except to the extent provided to the Consultant as part of his previous employment with ESCO, or as specifically herein referenced, Consultant shall not be eligible for any health, welfare, retirement or other
{PAGE}
benefits or paid any other types of compensation generally paid to ESCO's actively employed senior executives, such as bonus, long term incentive compensation, stock options, or restricted stock. ESCO is not currently required to withhold any income tax from any payment to the Consultant of fees or expenses under this Agreement, but may be required to file information returns with the United States Internal Revenue Service regarding such payment under conditions imposed by the laws of the United States. If ESCO is required to pay or withhold any taxes, or make any other payment with respect to fees payable to the Consultant hereunder, the Consultant shall permit ESCO to make corresponding deductions from any sum due the Consultant under this Agreement.
6. Consultant's Conduct.
(a) Consultant understands and agrees that he has a fiduciary duty to ESCO and will act on ESCO's behalf, where authorized, as a person with ESCO's special trust and confidence. During the term of the Agreement, the Consultant shall not engage in any activity, employment or business arrangement which conflicts with his obligations hereunder or with the interests of ESCO, or which violates any statutory or regulatory requirements and limitations. The Consultant represents that he is not, and agrees that he will not become, an official of a foreign government during the term of this Agreement. The Consultant shall disclose to ESCO any activity, employment or business arrangement (each a "situation") presently in effect, to be commenced, contemplated to be commenced or hereafter commenced by the Consultant during the term of this Agreement relating to this Section 6, and ESCO will advise the Consultant in writing (either before its commencement or, if new facts are discovered, during such situation) of ESCO's position with respect to any conflict arising from such situation. ESCO's determination that a conflict exists shall be binding on Consultant.
(b) The Consultant represents and agrees that all payments to be received by Consultant from ESCO under this Agreement constitute compensation solely for the services and advice provided to ESCO under this Agreement. All such payments are to be retained by Consultant. Except as approved in writing by ESCO in advance, no services under this Agreement shall be shared with third parties. Consultant represents and agrees that with respect to all payments under this Agreement, there has not been and shall not be, directly or indirectly, an offer, payment or promise, or authorization of payment of any money or gifts, or business opportunities, or other thing of value, to any person, United States Government employee or official, company, political party, or candidate for political office in any jurisdiction, whether within or outside of the United States, for the purpose of influencing any act or decision of such person, employee, official, company, party or candidate to use his/her or its influence with the United States Government or any agency thereof or any customer, in order to obtain or retain business for ESCO or any other person, or in order to direct business to ESCO or any other person.
(c) Consultant is authorized to obtain information only in accordance with this Agreement, and all applicable laws and regulations. Consultant shall not solicit, acquire, utilize, or disclose to ESCO directly or indirectly, any oral or written information not legally available to Consultant or otherwise properly authorized for disclosure. In the course of the performance of his duties under this Agreement, the Consultant may receive certain information which would be
194942
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ESCO
As referenced in this Consulting Agreement:
ESCO TECHNOLOGIES INC. – c81713exv10w30.txt
{DESCRIPTION}CONSULTING AGREEMENT DATED APRIL 9, 2003
{TEXT}
{PAGE}
EXHIBIT 10.30
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (hereinafter the "Agreement") is made and
entered into by and between ESCO TECHNOLOGIES INC. , a corporation organized
under the laws of the State of Missouri, having a place of business at 8888
Ladue Road, Suite 200, St. Louis, Missouri 63124-2056, (which corporation
_____________
ESCO TECHNOLOGIES INC. – as set forth in this Section, the Agreement will become
effective, binding, enforceable and irrevocable.
IN WITNESS WHEREOF, the foregoing Agreement has been executed as of
April 9, 2003.
CONSULTANT ESCO TECHNOLOGIES INC.
/s/ D.J. Moore By: /s/ V.L. Richey, Jr.
--------------------------------- --------------------
Dennis J. Moore Name: Victor L. Richey, Jr.
Date: 4/9/03 Title: CEO
Date: 4/9/03
10
{/ _____________
dt 1483434
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| Dennis J. Moore
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Consultancy Agreement
Consultancy Agreement (16K)
Doc #1111810: Click preview link for longer preview.
Exhibit
10.48
CONSULTANCY
AGREEMENT
This Agreement is made and entered into this 2nd day January 2002, by and among MFIC
Corporation, a Delaware Corporation, together with its wholly owned
subsidiary, Microfluidics Corporation, and its Morehouse-COWLES Division
(hereinafter collectively referred to as MFIC) and Vincent B. Cortina, referred
to hereafter as the CONSULTANT.
WHEREAS, MFIC desires to avail itself of the
services of CONSULTANT in connection with the marketing and sale of MFICs
patented . . .
1111810
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Consulting Agreement
Consulting Agreement (17K)
Doc #1112681: Click preview link for longer preview.
This Consulting Agreement (the "Agreement") is made and entered into this
26th day of January, 2004 by and between Invisa, Inc. a Nevada corporation, (the
"Company") and Stephen A. Michael (the "Consultant").
RECITALS
WHEREAS, the Consultant is the co-founder of the Company and has been
employed by the Company since February 9, 2000 and is a member of its Board of
Directors; and
WHEREAS, the Consultant's employment with the Company terminates effective
January 31, 2004 and the Company and Consultant have . . .
1112681
|
Invisa
As referenced in this Consulting Agreement:
Invisa, Inc. – 6
v02461_ex10-85.txt
Exhibit 10.85
CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") is made and entered into this
26th day of January, 2004 by and between Invisa, Inc. a Nevada corporation, (the
"Company") and Stephen A. Michael (the "Consultant").
RECITALS
WHEREAS, the Consultant is the co-founder of the Company and has been
employed by the Company _____________
Invisa, Inc. – personally delivered or mailed by certified mail, return
receipt required, to the recipient at the address indicated below:
To the Company: To Consultant:
Herb M. Lustig, CEO Stephen A. Michael
Invisa, Inc. 7813 Broadmoor Pines Blvd.
4400 Independence Court Sarasota, FL 34243
Sarasota, FL 34234 Fax: (941) 358-1795
or such other address or to the attention of such other person _____________
INVISA, INC. – singular and
singular for plural for any place which the context so requires.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date
and year first above written:
INVISA, INC.
By: /s/ Joseph Movizzo /s/ Stephen A. Michael
------------------------ ------------------------
Joseph Movizzo, Director Stephen A. Michael
By: /s/ Robert Knight
-----------------------
Robert Knight, Director
EXHIBIT A
Consulting Agreement
Between
Invisa, Inc.
_____________
Invisa, Inc. – written:
INVISA, INC.
By: /s/ Joseph Movizzo /s/ Stephen A. Michael
------------------------ ------------------------
Joseph Movizzo, Director Stephen A. Michael
By: /s/ Robert Knight
-----------------------
Robert Knight, Director
EXHIBIT A
Consulting Agreement
Between
Invisa, Inc.
and
Stephen A. Michael
In accordance with Paragraph 2, Consultant shall use his best efforts so
to seek out and identify new opportunities for integration, application,
licensing, and sales _____________
dt 1484179
;
|
Invisa
As referenced in this Consulting Agreement:
Invisa, Inc. – 6
v02461_ex10-85.txt
Exhibit 10.85
CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") is made and entered into this
26th day of January, 2004 by and between Invisa, Inc. a Nevada corporation, (the
"Company") and Stephen A. Michael (the "Consultant").
RECITALS
WHEREAS, the Consultant is the co-founder of the Company and has been
employed by the Company _____________
Invisa, Inc. – personally delivered or mailed by certified mail, return
receipt required, to the recipient at the address indicated below:
To the Company: To Consultant:
Herb M. Lustig, CEO Stephen A. Michael
Invisa, Inc. 7813 Broadmoor Pines Blvd.
4400 Independence Court Sarasota, FL 34243
Sarasota, FL 34234 Fax: (941) 358-1795
or such other address or to the attention of such other person _____________
INVISA, INC. – singular and
singular for plural for any place which the context so requires.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date
and year first above written:
INVISA, INC.
By: /s/ Joseph Movizzo /s/ Stephen A. Michael
------------------------ ------------------------
Joseph Movizzo, Director Stephen A. Michael
By: /s/ Robert Knight
-----------------------
Robert Knight, Director
EXHIBIT A
Consulting Agreement
Between
Invisa, Inc.
_____________
Invisa, Inc. – written:
INVISA, INC.
By: /s/ Joseph Movizzo /s/ Stephen A. Michael
------------------------ ------------------------
Joseph Movizzo, Director Stephen A. Michael
By: /s/ Robert Knight
-----------------------
Robert Knight, Director
EXHIBIT A
Consulting Agreement
Between
Invisa, Inc.
and
Stephen A. Michael
In accordance with Paragraph 2, Consultant shall use his best efforts so
to seek out and identify new opportunities for integration, application,
licensing, and sales _____________
dt 1456906
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Consulting Agreement
Consulting Agreement (19K)
Doc #1112732: Click preview link for longer preview.
NATIONAL FINANCIAL COMMUNICATIONS CORP
CONSULTING AGREEMENT
AGREEMENT made as of the 9th day of July, 2003 by and between Invisa
Inc., maintaining its principal offices at 4400 Independence Court, Sarasota, FL
34234 (hereinafter referred to as "Client") and National Financial
Communications Corp. DBA/ OTC Financial Network, a Commonwealth of Massachusetts
corporation maintaining its principal offices at 300 Chestnut St, Suite 200,
Needham, MA 02492 (hereinafter referred to as the "Company").
. . .
1112732
|
Invisa
As referenced in this Consulting Agreement:
Invisa
Inc. – 72 JULY 2003 NATIONAL CONSULTING AGREEMENT
EXHIBIT 10.72
NATIONAL FINANCIAL COMMUNICATIONS CORP
CONSULTING AGREEMENT
AGREEMENT made as of the 9th day of July, 2003 by and between Invisa
Inc. , maintaining its principal offices at 4400 Independence Court, Sarasota, FL
34234 (hereinafter referred to as "Client") and National Financial
Communications Corp. DBA/ OTC Financial Network, a Commonwealth of Massachusetts
_____________
Invisa Inc. – the parties have executed this Agreement as of the day and
year first written above.
National Financial Communications Corp.
By: /s/ Geoffrey Eiten 6/22/03
----------------------------------- ----------------------
Geoffrey Eiten, President Date
Invisa Inc.
By: /s/ Stephen A. Michael, President 7/9/03
----------------------------------- ----------------------
Stephen A. Michael, President Date
SCHEDULE A-1 PAYMENT FOR SERVICES AND REIMBURSEMENT OF EXPENSES.
SCHEDULE A-2 GRANT _____________
Invisa Inc. – expenses in the same manner as
the base fee per month in Paragraph A above.
National Financial Communications Corp.
By: /s/ Geoffrey Eiten 6/22/03
----------------------------------- ----------------------
Geoffrey Eiten, President Date
Invisa Inc.
By: /s/ Stephen A. Michael, President 7/9/03
----------------------------------- ----------------------
Stephen A. Michael, President Date
SCHEDULE A-2
GRANT OF OPTIONS TO NATIONAL FINANCIAL COMMUNICATIONS CORP. IN ADVANCE OF
_____________
Invisa Inc. – reserves the right to assign these options to a
third party at its own discretion.
National Financial Communications Corp.
By: /s/ Geoffrey Eiten 6/22/03
----------------------------------- ----------------------
Geoffrey Eiten, President Date
Invisa Inc.
By: /s/ Stephen A. Michael, President 7/9/03
----------------------------------- ----------------------
Stephen A. Michael, President Date
_____________
dt 1764115
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Consulting Agreement
Consulting Agreement (24K)
Doc #1112737: Click preview link for longer preview.
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT is made as of July 22, 2003 by and between
Invisa, Inc., a Nevada corporation with its principal place of business in
Sarasota, Florida (the "Corporation") and Patrick W. H. Garrard d/b/a The
Garrard Group of West Redding CT ("Consultant Company").
R E C I T A L S:
WHEREAS, the Corporation is a publicly traded company; and
WHEREAS, the Consultant Company is a firm providing investor, public,
trade and media relations services and . . .
1112737
|
Invisa
As referenced in this Consulting Agreement:
Invisa, Inc. – txt
EX-10.75 JULY 2003 GARRARD GROUP AGREEMENT
EXHIBIT 10.75
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT is made as of July 22, 2003 by and between
Invisa, Inc. , a Nevada corporation with its principal place of business in
Sarasota, Florida (the "Corporation") and Patrick W. H. Garrard d/b/a The
Garrard Group of West Redding CT (" _____________
Invisa, Inc. – reasonable legal fees and cost of collection.
IN WITNESS WHEREOF, this Agreement has been executed by the parties to
it, as of the day, month and year first written above.
Invisa, Inc. Patrick W. H. Garrard d/b/a
The Garrard Group
Per: /s/ Stephen A. Michael, President Per: /s/ Patrick W.H. Garrard
--------------------------------- ----------------------------
Authorized Signatory Authorized Signatory
EXHIBIT A
_____________
dt 1764116
;
|
Invisa
As referenced in this Consulting Agreement:
Invisa, Inc. – txt
EX-10.75 JULY 2003 GARRARD GROUP AGREEMENT
EXHIBIT 10.75
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT is made as of July 22, 2003 by and between
Invisa, Inc. , a Nevada corporation with its principal place of business in
Sarasota, Florida (the "Corporation") and Patrick W. H. Garrard d/b/a The
Garrard Group of West Redding CT (" _____________
Invisa, Inc. – reasonable legal fees and cost of collection.
IN WITNESS WHEREOF, this Agreement has been executed by the parties to
it, as of the day, month and year first written above.
Invisa, Inc. Patrick W. H. Garrard d/b/a
The Garrard Group
Per: /s/ Stephen A. Michael, President Per: /s/ Patrick W.H. Garrard
--------------------------------- ----------------------------
Authorized Signatory Authorized Signatory
EXHIBIT A
_____________
dt 1739873
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Consulting Agreement
Consulting Agreement (14K)
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1112862
| | |
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Consulting Agreement
Consulting Agreement (38K)
Doc #1114482: Click preview link for longer preview.
JAMES C. TRIPLETT
-----------------
This is a Consulting Agreement ("Agreement") made on May 15, 2001 by Fluke
Electronics Corporation, a corporation organized under Washington law and having
its principal offices at 6920 Seaway Boulevard, P.O. Box 9090, Everett,
Washington 98206-9090 ("Fluke") and James C. Triplett ("Triplett"), a resident
of the state of Utah.
Danaher Corporation, the parent of Fluke, has entered into an Agreement and
Plan of Merger dated as of May 15, 2001 with Saltwater . . .
1114482
| | |
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Consulting Agreement
Consulting Agreement (21K)
Doc #1114484: Click preview link for longer preview.
DAVID K. LIFSCHULTZ
-------------------
This is a Consulting Agreement made on May 15, 2001 by Fluke Electronics
Corporation, a corporation organized under Washington law and having its
principal offices at 6920 Seaway Boulevard, P.O. Box 9090, Everett, Washington
98206-9090 ("Fluke") and David K. Lifschultz ("Lifschultz"), a resident of the
state of New York.
Danaher Corporation, the parent of Fluke, has entered into an Agreement and
Plan of Merger dated as of May 15, 2001 with Saltwater Acquisition . . .
1114484
| | |
| Full Doc
 | 2006 |
Consulting Agreement
Consulting Agreement (1K)
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1130655
| | |
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Consulting Agreement
Consulting Agreement (15K)
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1131059
| | |
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Consulting Agreement
Consulting Agreement (17K)
Doc #1131098: Click preview link for longer preview.
CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") is entered into on January 4,
2001, by and between Pollution Research and Control Corp., 506 Paula Avenue,
Glendale, California 91201 (the "Company"), and Silverline Partners, Ltd., 27
Wellington Road, Cork, Ireland (the "Consultant").
WHEREAS, the Company desires to explore and obtain business opportunities
in the countries of the United Kingdom, France, Germany, Italy and Spain for
purposes, among others, locating strategic partners having . . .
1131098
| | |
| Full Doc
 | 2004 |
Engagement Agreement
Engagement Agreement (21K)
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1131474
| | |