EXHIBIT 10.44
DATED 2002
(1) IGNITION ENTERTAINMENT LIMITED
(2) MONTPELIER (SEARCH & SELECTION) LIMITED
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CONSULTANCY AGREEMENT
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BLACKS
Solicitors
Hanover House
22 Clarendon Road
Leeds
LS2 9NZ
Re: DCA/HUS 128/2
Tel: 0113 2070000
Fax: 0113 242 1703
e-mail: dca @lawblacks.com
THIS AGREEMENT is made the day of 2002
BETWEEN:
(1) "the Company" : IGNITION ENTERTAINMENT LIMITED whose registered
office is situated at Hanover House, 22 Clarendon
Road, Leeds, LS2 9NZ.
(2) "the Consultant" : MONTPELIER (SEARCH & SELECTION) LIMITED (Company
No. 3976684) whose registered office is situated
at 27 Montpelier Street, London, SW7 1HF
WHEREAS:
A. The Consultant has certain skills and abilities which may be useful to the
Company from time to time
B. The Consultant is willing to provide consultancy services to the Company
as set out below via its nominated agents from time to time.
IT IS AGREED as follows:
1. Consultancy Services
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The Company engages the Consultant to provide consultancy services to the
company relating to BUSINESS DEVELOPMENT AND FINANCIAL ADVICE and the
Consultant agrees to provide such services upon the terms and conditions
set out below
2. Duration
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This Agreement shall commence on 1ST JUNE 2002 and shall continue until
terminate by either party giving to the other not less than 3 months
notice.
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3. Consultant's Services
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3.1. The Consultant is retained on a non-exclusive basis to provide the
independent advisory and consulting services hereinbefore referred
to the Company via no less than 3 Representatives at any one time
each week at such times and at such locations as the Company and the
Consultant shall agree from time to time
3.2. The Consultant shall procure that the Representatives provide its
services with all reasonable care and skill and to the best of its
ability
4. Fees
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4.1. The Company shall pay to the Consultant an annual Consultancy Fee of
(pound)179,850 payable in 12 monthly installments in arrears
TOGETHER WITH A SIGNING ON FEE OF (pound)29,975.
4.2. All fees payable hereunder are exclusive of Valued Added Tax
5. Confidential Information
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5.1. The Consultant agrees to treat as secret and confidential and not at
any time for any reason to disclose or permit to be disclosed to any
person or otherwise make use of or permit to be made use of any
unpublished information relating to the Company's technology,
know-how, products, business plans, finances or any information
relating to a subsidiary, suppliers, customers or client of the
Company where the information was received during the period of this
Agreement
5.2. Upon termination of this Agreement for whatever reason the
Consultant shall deliver up to the Company all working papers,
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computer discs and tapes or other materials and copies provided to
or prepared by him pursuant either to this Agreement or to any
previous obligation
6. Status and Tax Liabilities
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The parties declare that it is their intention that the Consultant shall
have the status of a self-employed adviser and shall not be entitled to
any pension, bonus or other fringe benefit from the Company and it is
agreed that the Consultant shall be responsible for all income tax
liabilities and National Insurance or similar contributions in respect of
its fees and the Consultant agrees to indemnify the Company against all
demands for any income tax, penalties and interest made against it in
respect of the Consultant's services hereunder and against its costs in
dealing with such demands
7. Entire Agreement
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This Agreement sets out the entire agreement of the parties and supersedes
all prior agreements and understandings relating to its subject matter
SIGNED on behalf )
of the Company )
SIGNED by the ) /S/
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Consultant ) [/S/ D. J. GITTINS]
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/S/ DIRECTOR
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/S/ MONTPELIER SEARCH & SELECTION LTD.
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