CONSULTING AGREEMENT, dated as of September 1, 2001, between INSYNQ, Inc. a
Delaware corporation having an office at 1127 Broadway Plaza, Suite 10, Tacoma
WA 98402 (the "Company") and THE N.I.R. GROUP, LLC, a New York limited liability
company with executive offices located at 155 First Street, Suite B, Mineola,
New York 11501 (the "Consultant").
WITNESSETH:
WHEREAS, the Company, through its affiliates and principals, has
extensive experience in its areas of expertise, including, without limitation,
financial, strategic and operational consulting and other business matters; and
WHEREAS, the Consultant has expertise in the assisting in the
development and expansion of companies such as the Company; and
WHEREAS, the Company desires to retain the services of the Consultant
to render strategic advice with respect to the development of the Company; and
WHEREAS, the Consultant wishes to render such services to the Company
upon the terms, conditions and covenants set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants
hereinafter set forth, and subject to the conditions contained herein, the
parties hereto hereby agree as follows:
I. Terms of Service.
Section 1.01 Duties. The Consultant will advise the Company's
management, employees, and agents with respect to the Company's field of
interest and business, and strategic and commercial matters related to the
Consultant's expertise. The Consultant will use best efforts to assist the
company in overall operational and business strategy. The Consultant will assist
the Company in structuring acquisition plans, including, without limitation,
structuring and negotiation of acquisitions and dispositions of assets. Upon
reasonable notice to the Consultant, the Company will have access to the
Consultant at reasonable times in order to discuss matters related to the
Company's business. The services to be provided by the Consultant pursuant to
the terms hereof, whether such services are performed verbally or in writing,
shall be reasonable in terms of hours per month. If no such services are
requested, the consulting fees provided for herein shall still be paid.
Section 1.02 Term; Termination. The term (the "Term") of this Agreement
shall be three (3) months, commencing on the date hereof. In the event of any
earlier termination of this Agreement, the parties hereto agree that the
Consultant shall be entitled to the amounts otherwise due hereunder
notwithstanding such termination.
Section 1.03 Consulting Fee. In consideration of the services to be
performed hereunder, the Consultant shall receive the fee of $21,500.00 per
month in cash and 100,000 shares (together with the Cash Fee, the "Consulting
Fee") of the Company's common stock per month, payable monthly on the first of
each month in advance.
Section 1.04 Expenses. If the Company requests the Consultant to
provide any specific services hereunder that cause the Consultant to incur
expenses, the Company shall reimburse the Consultant for all reasonable expenses
upon presentation of expense vouchers or statements or such other supporting
information as the Company may require. However, notwithstanding anything
contained in the foregoing to the contrary, the Consultant shall not incur any
reimbursable expense in excess of $500.00 without the prior written consent of
the Company.
II. Miscellaneous.
Section 2.01 No Violation of Other Agreements. Each of the parties
hereto represents and warrants that execution, delivery, or performance of this
Agreement does not conflict with, or violate the terms of, any other agreement
to which it is a party or by which it is bound.
Section 2.02 Independent Contractor; Limitation of Liability.
(a)The Consultant is an independent contractor to the Company,
and nothing herein shall be deemed to constitute the Consultant or its agents as
an employee or agent of the Company.
(b) The Company acknowledges that it remains solely
responsible for the conduct and operation of its business and that the
Consultant makes no representation or warranty and assumes no liability with
respect to the outcome or result of any particular course of action or operation
of the Company's business.
Section 2.03 Notices. Any notice provided under this Agreement shall be
in writing and shall be deemed to have been effectively given when delivered
personally, sent by private express mail service (such as Federal Express), or
sent by registered or certified mail (return receipt requested) to the address
set forth in the introductory paragraph hereof (or to other address as any party
has furnished in writing to the other parties in accordance with the provisions
of this Section 2.03).
Section 2.04 Assignment. None of the parties may assign its interest in
this Agreement or delegate its responsibilities hereunder without prior written
consent of the other party.
Section 2.05 Severability. The invalidity or unenforceability of any
particular provision of this Agreement or portion thereof shall not affect the
validity or unenforceability of any other provision thereof. If any provision of
this Agreement is adjudicated to be so broad as to be unenforceable, it shall be
interpreted to be only as broad as is enforceable.
Section 2.06 Counterparts; Governing Law. This Agreement may be
executed in any
number of counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument. This Agreement
shall be governed by, and construed in accordance with, the laws of the State of
New York, without giving effect to conflict of laws.
Section 2.07 Headings. The article and section headings in this
Agreement are solely for convenience of reference and shall be given no effect
in the construction or interpretation of this Agreement.
Section 2.08 Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
INSYNQ, Inc.
By: /s/ John P. Gorst
Name: Johm P. Gorst
Title: CEO
THE N.I.R. GROUP, LLC
By: /s/ Corey S. Ribotsky
Name: Corey S. Ribotsky
Title: Member