Exhibit 10.9
CONSULTING
AGREEMENT
Henry E. Geminio
Profile Technologies Inc.
2 Park Avenue, Suite 201
Manhasset NY 11030
Dear Mr. Gemino:
This
will confirm the arrangements, terms and conditions pursuant to
which R.F. Lafferty & Co., Inc. (the “Consultant”)
has been retained to serve as a consultant and advisor to Profile
Technologies Inc. a Delaware Corporation (the
“Company”), on a non-exclusive basis for the term set
forth in Section 2 below. The undersigned hereby agrees to the
following terms and conditions:
1.
Duties of
Consultant.
(a)
Consulting Services. Consultant will provide such financial
consulting services and advice pertaining to the Company’s
business affairs as the Company may from time to time reasonably
request. Without limiting the generality of the foregoing,
Consultant will assist the Company in developing, studying and
evaluating financing, merger and acquisition proposals, prepare
reports and studies thereon when advisable, and assist in
negotiations and discussions pertaining thereto.
(b)
Financing. Consultant will assist and represent the Company
in obtaining both short and long-term financing, when so requested
by the Company. The Consultant will be entitled to additional
compensation under such terms as may be agreed to by the
parties.
(c)
Wall Street Liaison . Consultant will, when appropriate,
arrange meeting between representatives of the Company and
individuals and financial institutions in the investment community,
such as security analysts, portfolio managers and market
makers.
The
services described in this Section 1 shall be rendered by
Consultant with the direct supervision by the Company and at such
time and place and in such manner (whether by conference,
telephone, letter or otherwise) as Consultant may
determine.
2.
Term.
This
Agreement shall continue for a period of three years from the date
hereof (the “Term”).
3.
Compensation. For the services and duties to be rendered and
performed by the Consultant during the Engagement Period and in
consideration of the Consultant having entered into this Agreement,
the Company agrees as follows:
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(i)
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To issue to the Consultant
100,000 restricted shares of common stock of the Company and 50,000
warrants (exercise price of $1.00 a share for a period of five
years) for the services to be provided by the Consultant to the
Company during the Term hereof.
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4.
Relationship. Nothing herein shall constitute Consultant as
an employee or agent of the Company, except to such extent as might
hereinafter be agreed upon for a particular purpose. Except as
might hereinafter be expr
