CONSULTING AGREEMENT
AGREEMENT, made as of this ___ day of September 1998, by and between
GEN TRAK, INC., a corporation organized and existing under the laws of the
Commonwealth of Pennsylvania, with offices at 5100 Campus Drive, Plymouth
Meeting, PA 19462 (the "Company") and NORBERT ZEELANDER, with offices at 230
Mathers Road, Ambler, Pennsylvania 19002 ("Consultant").
IT IS AGREED AS FOLLOWS:
1. Service. The Company hereby requests that Consultant act as the
Company's non-exclusive consultant in connection with the Company's business
activities, inclusive of, but not limited to, marketing, strategic planning and
corporate development, and other specified activities to be identified by the
Company and Consultant in conjunction with its on-going business activities.
Consultant will make a good faith effort to provide services to the Company
having due regard for the other commitments and obligations of Consultant.
2. Retainer. The Company hereby agrees to pay Consultant on the first
day of each of the next 36 months commencing October 1, 1998 and ending
September 1, 2001 (the "Expiration Date") a consulting fee of SEVEN THOUSAND
FIVE HUNDRED ($7,500) DOLLARS per month, provided, however, that such fee shall
accrue and not be payable by the Company so long as the principal of that
certain Promissory Note of the Company dated September __, 1998 shall not have
become currently payable.
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3. In addition to the provisions of Paragraph 2, in the event that
Consultant shall introduce Company or its stockholders to any entity with which
the Company or its stockholders during the term of this Agreement or within 18
months after the Expiration Date shall enter into a Transaction (as defined),
the Company shall pay to Consultant, upon the Closing of any Transaction, an
amount ("Success Fee") equal to the sum of following percentages of the Total
Consideration (as defined) of such Transaction:
Success Fee of the Total Consideration
----------- ------ -------------------
5 percent up to $5 million
4 percent in excess of $5 million
but less than $6 million
3 percent in excess of $6 million
but less than $7 million
2 percent in excess of $7 million
but less than $10 million
1 percent in excess of $10 million
For purposes of this paragraph, a "Transaction" shall mean any transaction in
which the Company acquires all or any part of the assets or stock of any other
entity (other than in the ordinary course of the Company's business) or sells
all or any material part of its assets other than in the ordinary course of
business, or in which the shareholders of the Company sell more than 50 percent
of the outstanding stock of the Company. The "Total Consideration" shall mean
the entire payment received by the seller of assets or stock, including any
indebtedness assumed directly or indirectly by the purchaser.
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4. Expenses. Reasonable out-of-pocket expenses incurred by Consultant
in connection with the performance of their duties shall be paid by the Company.
5. Governing Law. This Agreement shall be governed by and be construed
in accordance with the laws of the Commonwealth of Pennsylvania.
6. Complete Agreement. This Agreement constitutes the complete
agreement and understanding between the parties hereto with respect to the
subject matter hereof and supersedes any and all prior existing agreements or
understandings between the parties with respect thereto. No modification or
amendment of any of the terms and provisions of this Agreement shall be valid
unless made pursuant to a writing signed by each party.
7. Counterparts. This Agreement may be signed in counterpart.
8. Benefit of Agreement. This Agreement shall inure to the benefit of
the parties hereto and their successors and assigns, provided, however, that the
assignment of this Agreement shall not relieve any party of its obligations
hereunder. This Agreement shall terminate, without further liability on the
Company, automatically in the event of the death of the Consultant or upon 30
days' written notice by Company to Consultant in the event that the Consultant
shall have become disabled such that the Consultant is unable to perform any
services on behalf of the Company for a period of 180 consecutive days.
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9. Notices. Except as herein provided, any notice, request, demand or
other communication required or permitted under this Agreement shall be in
writing and shall be deemed to have been given when delivered personally,
delivered by overnight courier, or three (3) days after having been mailed by
certified mail, return receipt requested, addressed to a party at the address of
such party first set forth above, or at such other address as such party may
hereafter have designated by notice.
IN WITNESS WHEREOF, the parties have signed this Agreement the day and
year first above written.
GEN TRAK, INC.
By:_________________________________________
____________________________________________
Norbert Zeelander
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