EXHIBIT
10.5
CONSULTING AGREEMENT
This Consulting
Agreement (the "Agreement") is entered into effective as of the
15th day of January, 2006 (the "Effective Date") (not withstanding
the date of actual execution by and between Nexplore Technologies,
Inc. ("Company") and Dion Hinchcliffe ("Consultant"). Company and
Consultant are referred to individually as a "Party" and
collectively as the "Parties" at times in this Agreement.
Company is a
corporation duly organized under the laws of the State of Texas to
conduct business, specifically in the field of providing technical
consulting and software solutions services. Company has adopted a
compensation and benefit plan and has offered Consultant Consulting
in consideration for such compensation and other benefits
hereinafter set forth, and Consultant is willing to accept
Consulting on such terms. Consultant agrees to devote his time and
attention to the performance of his professional and/or
administrative duties hereunder for and on behalf of Company.
Consultant agrees to serve Company faithfully and diligently,
according to the best of his abilities, and to use every reasonable
effort to promote the best interests of Company.
NOW, THEREFORE,
for and in consideration of the mutual terms, covenants, and
conditions hereinabove and hereinafter set forth, the Parties agree
as follows:
ARTICLE I
Duties
: Company agrees to employ Consultant,
and Consultant agrees to render services as Chief Architect. As
such, Consultant's duties shall include, but are not limited to the
following: Software Development, Project Management and General
Business Development.
ARTICLE II
Term
: Company contracts with Consultant,
and Consultant accepts this Agreement with Company, for an initial
term of twenty-four (24) months beginning on the 15th day of June,
2006, and ending on the 14 th day of June, 2008.
ARTICLE III
COMPENSATION AND BENEFITS
Compensation :
Compensation: For all services
rendered by Consultant, Company agrees to pay Consultant cash
compensation of one hundred dollars ($100) per hour plus the option
to buy 100 shares of Company's stock for each hour of services.
Provided however that these options may only be exercised if
Company is acquired or becomes a publicly-held company, and that
said company stock and/or options are subject to dilution, with no
protection of any kind from dilution. It is further understood and
agreed by the Parties that the price for the stock options shall be
one penny ($0.01) per share.
ARTICLE IV
TERMINATION
4.01 Voluntary Termination
: It is understood and agreed by the
Parties that Consultant may elect to terminate this Agreement at
any time upon fourteen (14) days' written notice to the other, and
that the Parties may elect to do so for the purpose of
renegotiating new terms and/or conditions. In the event of
voluntary termination, this Agreement and the obligations of
Company to Consultant for the payment of compensation shall cease
on the date of termination.
4.02 Termination For Cause
:
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