Consulting Agreement with Blue Water Consulting, Inc.
BLUE WATER CONSULTING, INC.
1515 N. Federal Highway, Suite 211
Boca Raton, Florida 33432
May 20, 1996
Andrew F. Capoccia, President
Imagex Services, Inc.
80 Wolf Road, Suite 503
Albany, New York 12205
RE: CONSULTING AGREEMENT
Dear Mr. Capoccia:
Formalizing our earlier discussions this is to acknowledge and confirm
the terms of our Consulting Agreement ("Consulting Agreement") as follows:
1. APPOINTMENT OF BLUE WATER CONSULTING, INC. ImagexServices, Inc.
(the "Company") hereby engages Blue Water Consulting, Inc. ("BWCI") and BWCI
hereby agrees to render services to the Company as a special consultant and
advisor.
2. DUTIES. During the term of this Agreement BWCI shall provide
advice to, undertake for and consult generally with the Company concerning the
following and related services: (i) further development and enhancement of
current operations and recommendations with regard to additional services and
geographic and service expansion; (ii) research, evaluation, due diligence and
negotiations with respect to strategic partners, joint ventures, acquisitions,
merger candidates and other venture partners; (iii) evaluate, introduce,
negotiate and facilitate the sources of credit, banking relations and related
financial opportunities; (iv) negotiate and assist the Company in terms of
developing sources for additional equipment purchases, leases, and asset
acquisitions supporting or augmenting the Company's current operations; (v)
evaluate, perform due diligence and assist the Company in negotiating various
contracts for the provision of the Company's products and services; (vi)
evaluate, make recommendations, locate service providers, additional consultants
and products in order to achieve technology upgrades for the Company's product
and service lines; and (vii) evaluate and develop additional sales programs and
enhancement of existing market programs and new account development.
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Mr. Andrew F. Capoccia
Imagex Services, Inc.
May 20, 1996
Page 2
3. TERM. The term of this Consulting Agreement shall be for a
twelve-month period commencing on the date hereof.
4. COMPENSATION. As compensation for its services hereunder, BWCI
shall be issued seven hundred thousand (700,000) shares of Common Stock, $.001
par value (the "Shares").
5. INVESTMENT RESTRICTIONS. Upon issuance appropriate investment
restrictions shall be noted against the Shares.
6. EXPENSES. BWCI shall be entitled to reimbursement by the Company
of such reasonable out-of-pocket expenses as BWCI may incur in performing
services under this Consulting Agreement. Any significant expenses shall be
approved in advance with the Company.
7. REGISTRATION. The Company agrees to provide BWCI withregistration
rights at the Company's cost and expense and include the shares of Common Stock
in a registration statement to be filed by the Company with the Securities and
Exchange Commission within the proximate future.
8. CONFIDENTIALITY. BWCI will not disclose to any other person, firm
or corporation, nor use for its own benefit, during or after the term of this
Consulting Agreement, any trade secrets or other information designated as
confidential by the Company which is acquired by BWCI in the course of its
performing services hereunder. (A trade secret is information not generally
known to the trade which gives the Company an advantage over its competitors.
Trade secrets can include, by way of example, products or services under
development, production methods and processes, sources of supply, customer
lists, marketing plans and information concerning the filing of pendency of
patent applications). Any management advice rendered by BWCI pursuant to this
Consulting Agreement may not be disclosed publicly in any manner without the
prior written approval of BWCI.
9. INDEMNIFICATION. The Company agrees to indemnify and hold BWCI
harmless from and against all losses, claims, damages, liabilities, costs or
expenses (including reasonable attorneys' fees (collectively the "Liabilities")
joint and several, arising out of the performance of this Consulting Agreement,
whether or not BWCI is a part to such dispute. This indemnity shall not apply,
however, and BWCI shall indemnify and hold the Company, its affiliates, control
persons, officers, employees and agents harmless from and against all
liabilities, where a court of competent jurisdiction has made a final
determination that BWCI engaged in gross negligence or willful misconduct in the
performance of its services hereunder which gave rise to the
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Mr. Andrew F. Capoccia
Imagex Services, Inc.
May 20, 1996
Page 3
losses, claim, damage, liability, cost or expense sought to be recovered
hereunder (but pending any such final determination, the indemnification and
reimbursement provision of this Consulting Agreement shall apply and the Company
shall perform its obligations hereunder to reimburse BWCI for its expenses.) The
provisions of this paragraph 8 shall survive the termination and expiration of
this Consulting Agreement.
10. INDEPENDENT CONTRACTOR. BWCI and the Company hereby acknowledge
that BWCI is an independent contractor. BWCI shall not hold itself out as, nor
shall it take any action from which others might infer, that it is a partner of,
agent of or a joint venturer of the Company.
11. MISCELLANEOUS. This Consulting Agreement sets forth the entire
understanding of the parties relating to the subject matter hereof, and
supersedes and cancels any prior communications, understandings and agreements
between the parties. This Consulting Agreement cannot be modified or changed,
nor can any of its provisions be waived, except by written agreement signed by
all parties. This Consulting Agreement shall be governed by the laws of the
State of New York. In the event of any dispute as to the terms of this
Consulting Agreement, the prevailing party in any litigation shall be entitled
to reasonable attorneys' fees
Please confirm that the foregoing correctly sets forth our
understanding by signing the enclosed copy of this letter where provided and
returning it to us at your earliest convenience.
Very truly yours,
BLUE WATER CONSULTING, INC.
By: /S/GREGORY L. PAIGE
---------------------------
Gregory L. Paige, President
ACCEPTED AND AGREED TO as
of the 20th day of May 1996
IMAGEX SERVICES, INC.
By: /S/ANDREW F. CAPOCCIA
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Andrew F. Capoccia, President
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