EXHIBIT 10.41
Aurelius Consulting Group,
Inc
Marketing Agreement
This AGREEMENT (the
“Agreement”) made and entered into this 7th day
of January, 2005, by and between Aurelius Consulting Group, Inc.,
located at Century Bank Building, 541 S. Orlando Ave, Suite 206,
Maitland, Florida 32751 (hereinafter referred to as
“ACG”) and Invisa, Inc. (hereinafter referred to as
“The Company”), located at 4400 Independence Court,
Sarasota, FL 34234.
For and consideration of the mutual promises
and covenants contained herein, the parties hereto agree as
follows:
The Company hereby hires and employs ACG and
employs ACG as an independent contractor; and ACG does hereby
accept its position as an independent contractor to the Company
upon the terms and conditions hereinafter set forth.
The initial term of this Agreement shall be
for six (6) months (“Term”) from the date written
above.
3. DUTIES AND OBLIGATIONS OF ACG
ACG shall have the following duties and
obligations under this Agreement.
3.1 ACG will introduce the Company to its
broker network; disseminate information about the Company; quantify
book buying activity; and as appropriate organize teleconferences,
city-wide broker conferences, and on-site due diligence meetings
with select groups of brokers, micro-cap analysts and fund
managers; and focus on creating consistent increases in daily
trading activity.
3.2 ACG will be available to the Company to
field any calls from firms, individual investors/shareholders and
brokers inquiring about the Company.
3.3 At the Company’s request, strive to
obtain the Company analyst coverage and/or investment banking
sponsorship.
Century Bank Building, 541 S.
Orlando Ave., Suite 206, Maitland, Florida 32751 (407)-644-4256,
fax: (407) 644-0758
3.4 ACG will report to the Company the results
of its efforts no less frequently than quarterly, or as requested
by the Company, and in sufficient detail, as to permit the Company
to evaluate the effectiveness of ACG’s services.
3.5 After the first six months of service, the
Company will have the right to continue or terminate the
relationship with ACG; and thereafter the Company will have the
right to evaluate ACG’s performance every ninety (90) days in
order to determine whether to continue the relationship as set
forth in this Agreement.
3.6 The Company may terminate the Marketing
Agreement with ACG by providing written notice thirty (30) days
before the termination date, but only upon the completion of each
subsequent three (3) months of service.
4. ACG’S COMPENSATION
Upon the execution of this Agreement, the
Company hereby covenants and agrees to pay ACG as follows during
the Term hereof:
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4.1
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$2,000.00 per month, paid in quarterly
installments of $6,000.00, the first installment being due within
(5) five days of the execution of this agreement, and the second
installment due within (5) five days after the (3) third month of
service
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4.2
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100,000 warrants per each (3) months of
service with an exercise price of .50 cents for, the first payment
being due within (5) five days of the execution of this
agreement.
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4.3
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Consulting fee of $50,000 for the introduction
of any entity introduced by ACG who provides funding to INSA of $1
million or more.
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5. ACG’S EXPENSES AND COSTS
The Company shall pay all reasonable costs and
expenses incurred by ACG, its officers,
