Exhibit
10.2
CONSULTING AGREEMENT
BETWEEN
DATAJUNGLE SOFTWARE INC.
Having a place of business at
1 Hines Road, Suite 202
Ottawa Canada K2K 3C7
(hereinafter referred to as the "Company")
- AND -
Aodmorris & Associates LLC
Having a place of business at
955 Via Casitas
Greenbrae, CA 94094
(hereinafter referred to as the "Consultant")
WHEREAS:
The Consultant has agreed to provide defined
consulting services to the Company in its capacity as an
independent contractor, and the Company desires to engage the
Consultant in this capacity on the terms and conditions hereinafter
set forth which are hereby agreed to by the Consultant.
THIS AGREEMENT witnesses that the parties have agreed
that the terms and conditions of the relationship shall be as
follows:
1. Services Contracted For
The Company hereby engages the Consultant, for the
provision of services consistent with, but not necessarily limited
to, that of corporate finance. The Consultant will keep in close
contact with the Company through phone, e-mail, instant messaging
and regular visits as required to perform the Consultant’s
mandate.
These services will include, but not necessarily limited
to:
a)
Identification and qualification of, and
introduction of the Company to, potential sources of additional
equity or convertible debt financing (“Financing”)
b)
Advice and assistance in the arranging of Financing
from these potential sources, including assistance with the
negotiation of the amount, structure and terms of the Financing,
subject to the proviso that the acceptance of any amount, structure
and terms of any Financing is in the sole discretion of the
Company
c)
Developing and maintaining contact and
relationships on behalf of the Company with these sources of
Financing
d)
Advice regarding capital structure and
restructuring, if any, of the Company
e)
Strategic advice regarding product planning, market
development, marketing and public relations;
f)
Business development assistance including terms of
possible transactions and suggestions during negotiations;
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g)
Sales assistance through the development of
business models and sales strategies;
h)
Introductions to potential strategic partners and
other alliance candidates;
i)
Introductions to prospective customers for the
Company’s products or services;
j)
Review and advice concerning the technical
orientation of existing and planned products or services; and
k)
Participation and attendance at meetings with the
Company’s Board of Directors, management, customers,
strategic partners and financing allies, as requested by the
Company.
2. Compensation
(a)
The Company will pay the Consultant a fee, subject
to the following:
(i)
A fee of $7,500 for services for the month of June
2007.
(ii)
a fee of $7,500 per month payable in arrears
contingent and commencing upon the Company raising $500,000 in
gross proceeds of Financing.
(iii)
When the Company has raised cumulatively $2,100,000
in gross proceeds of Financing, the fee will increase to $15,000
per month
(b)
The Company and the Consultant each acknowledge
that the Consultant is not a Securities Broker Dealer or a
registered investment advisor. The Consultant is not in the
business of raising financing, and will not be receiving any fees
or compensation with respect to the raising of any financing by the
Company. However, the Company and the Consultant each realize that
the ability of the Company to pay any monetary compensation is
subject to the working capital of the Company, which requires the
raising of additional Financing by the Company.
(c)
The Company will reimburse the Consultant for
reasonable travel expenses incurred while performing its duties for
the Company, subject that these travel expenses in excess of $100
are to be pre-approved by the Company. Except as otherwise
expressly provided in writing, the Company and the Consultant agree
that all expenses including all expenses of a transactional nature
such as legal counsel, deposit requirements, and third party
payments; and all other expenses of an operational nature, such as
telephone, telefax, secretarial, office and entertainment, shall be
borne by the party that incurs those expenses.
(d)
The Company will issue to the Consultant (i)
500,000 restricted shares of the Company’s common stock; and
(ii) warrants for 1.5 million restricted shares of common stock of
the Company with a term of 4 years, an exercise price of $0.10 per
share, cashless exercise rights and a provision restricting
conversion of these warrants if it would cause the aggregate number
of shares of the Common Stock beneficially owned by the Consultant
and its affiliates to exceed 4.99% of the outstanding shares of the
Common Stock of the Company following such exercise.
(e)
Upon the Company raising $500,000 in gross proceeds
of Financing, the Company will reprice the exercise price of the
Series C Warrants from $0.30 per share to $0.10 per share.
(f)
Upon the request of David Morris during the term of
this agreement, the Company agrees (x) to nominate David Morris as
a director at its next annual general meeting subject to David
Morris giving the Company sufficient notice to be able to include
his nomination in the proxy statement; or (y) appoint David Morris
to a vacant director’s position, if there is any.
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3. Term of Agreement
The term of this Agreement shall commence on the date
hereof and shall remain in effect until June 30, 2009 or until
terminated in accordance with the provisions of this Agreement.
4. Service Requirements
The Consultant agrees to provide the aforementio
