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CONSULTING AGREEMENT
This CONSULTING AGREEMENT (the "Agreement"), is effective as of
this 21st day
of March, 2005, between: Randall Hicks (the "Consultant"), with
an office at
300 Carlsbad Village Drive, Suite 108a-288, Carlsbad, CA 92008
and GK
Intelligent Systems, Inc., (the "Company"), with offices at 432
Park Avenue
South, 2nd Floor, New York, NY 10016.
WITNESSETH
WHEREAS, the Company requires and will continue to require
consulting services
relating to management advisement, strategic planning and
marketing in
connection with its business, together with advisory and
consulting related to
shareholder management and public relations; and
WHEREAS, Consultant is qualified to provide the Company with
the
aforementioned consulting services and is desirous to perform
such services
for the Company; and
WHEREAS, the Company wishes to induce Consultant to provide
these consulting
services to the Company and wishes to contract with the
Consultant regarding
the same believing it to be in its best interest,
NOW, THEREFORE, in consideration of the mutual covenants
hereinafter stated,
it is agreed as follows:
1. APPOINTMENT.
The Company hereby engages Consultant and Consultant agrees to
render services
to the Company as a consultant upon the terms and conditions
hereinafter set
forth.
2. TERM.
The term of this Consulting Agreement began as of the date of
this Agreement,
and shall terminate on July 21st , 2005, unless earlier
terminated in
accordance with paragraph 9 herein or extended as agreed to
between the
parties.
3. SERVICES.
During the term of this Agreement, Consultant shall provide
advice to
undertake for and consult with the Company concerning
management, marketing,
consulting, strategic planning, corporate organization and
structure,
financial matters in connection with the operation of the
businesses of the
Company, expansion of services, acquisitions and business
opportunities, and
shall review and advise the Company regarding its overall
progress, needs and
condition. The services of Consultant shall not be exclusive nor
shall
Consultant be required to render any specific number of hours or
assign
specific personnel to the Company or its projects. The parties
hereto
acknowledge and agree that Consultant cannot guarantee the
results or
effectiveness of any of the services rendered or to be rendered
by Consultant.
Rather, Consultant shall conduct its operations and provide its
services in a
professional manner and in accordance with good industry
practice. Consultant
will not participate in the above capacity in any offerings or
distribution of
Company's securities.
Consultant agrees to provide on a timely basis the following
enumerated
services plus any additional services contemplated thereby:
(a) The implementation of short-range and long-term strategic
planning to
fully develop and enhance the Company's assets, general
resources, products
and services; and
(b) Advise the Company relative to its operational needs,
relating
specifically to past and future corporate mergers and
acquisitions matters.
(c) Advise the Company in public relations.
Consultant shall be available for advice and counsel to the
officers and
directors of the Company at such reasonable and convenient times
and places as
may be mutually agreed upon. Except as foresaid, the time, place
and manner
of performance of the services hereunder, including the amount
of time to be
allocated by Consultant to any specific service, shall be
determined at the
sole discretion of Consultant. It is agreed that all the
information and
materials produced for the Company shall be the property of
Consultant, free
and clear of all claims thereto by the Company, and the Company
shall retain
no claims of authorship therein.
4. DUTIES OF THE COMPANY.
The Company shall provide Consultant, on a regular and timely
basis, with all
approved data and information about it, its subsidiaries, its
management, its
products and services and its operations as shall be reasonably
requested by
Consultant, and shall advise Consultant of
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