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Exhibit 10.1
PROFESSIONAL CONSULTING AGREEMENT
THIS PROFESSIONAL CONSULTING AGREEMENT is made this 17th day of April,
1996, by and between Richard Gladstone, ("Consultant"), of 2200 N.W. Boca Raton
Boulevard, Suite 220, Boca Raton, Florida 33431 and UC'NWIN SYSTEMS,
CORPORATION ("Client"), a Delaware corporation. with principal offices located
at 5601 North Powerline Road, Suite 404, Fort Lauderdale, Florida 33309.
WHEREAS, Consultant provides product development and marketing services as
well as services relating to organizing and assembling information provided to
the Consultant by the company in a format which profiles the Company and which
is conducive to dissemination in appropriate information channels and networks,
and disseminating such information; and
WHEREAS, Client wishes to enlist Consultant on a non-exclusive basis to
provide such services, and to distribute such information and Consultant and
Client wish to formalize in a written agreement the terms and conditions under
which Consultant will provide such services to Client;
NOW THEREFORE, for the mutual promises and other consideration described
herein, the parties hereto agree as follows:
1 . Information to be Furnished by Client. Client shall furnish Consultant
with current public information about Client, including any and all statements
and reports filed by Client with the United States Securities and Exchange
Commission, its most recent Annual Report to Shareholders and shall also
provide any other public information reasonably requested by Consultant
("Client Information"). Client shall not provide to Consultant any confidential
or non public information concerning Client, and any and all information
concerning Client provided to Consultant by Client shall be deemed non
confidential and public.
2. Services to be Provided by Consultant.
(a) The Consultant shall provide consulting services to the Client for a
period of one (1 year from the date of execution of this Agreement). For the
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purpose of clarification, the consulting services to be provided by the
Consultant shall include, but not necessarily be limited to, the following:
(1) The development and distribution of corporate fact sheets and
information summaries designed to advise potential distributors and potential
users of the Client's technology;
(2) Setting up both one-on-one and group meetings with new
institutional customers, distributors, and marketing personnel, journalists and
research analysts;
(3) Developing foreign markets;
(4) Meeting with the Client management to report on market activity
and to develop strategies with regard to the ongoing marketing of the Client's
technologies.
3. Compensation for Services. In Consideration of Consultant's provision
of services described in paragraph 2, Client's Board of Directors shall
authorize the issuance of 100,000 Shares, each consisting of one share of
common stock (which will be valued at the closing price of the stock the day
before it is issued) which sum shall be payable upon the execution of this
Agreement by both parties and an Option to purchase 500,000 Shares,
(exercisable at 50% of the closing price of the stock the day before it is
issued). The option Shares will be held in escrow for a period of 90 days from
the date of this Agreement and the option may be rescinded by UC'NWIN at any
time during the 90 day period on written confirmation to the Consultant and the
escrow agent and with repayment in full of the exercise price by UC'NWIN.
4. Term and Termination. This agreement shall become effective as of
March 1, 1996 and shall remain in effect until February 28, 1997, ("Expiration
Date") subject to the Client's right to terminate the Agreement at any time
subject to fourteen (14) days written notice. Client and Consultant may
mutually agree to extend the Agreement for an additional period. In the
absence of such an agreement, this Agreement shall automatically terminate upon
the expiration Date.
5. Reimbursement for Expenses. Consultant shall be reimbursed for proven
out-of-pocket expenses incurred by the Consultant in performing under the
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terms of this Agreement. All expenses shall be due and payable when billed
and must be pre-approved by Client.
6. Representations and Warranties. Consultant represents and warrants
that services to be provided and materials to be produced or developed by
Consultant under this Agreement will be performed, produced or developed by
competent, trained personnel in a workmanlike manner. Consultant and its
Personnel shall comply with all applicable statutes, rules and regulations
governing all aspects of the services to be performed under this Agreement;
provided that, as described in paragraph 1 of this Agreement, Client shall be
fully responsible to assure all Client Information is accurate and complete.
Client understands and acknowledges that Consultant cannot guarantee that the
services provided hereunder will achieve any particular objective or fulfill
any specified goals. Client further understands and acknowledges that
Consultant is not registered or licensed as an investment advisor, financial
planner, or broker/dealer, nor is Consultant licensed as a principal or
representative of any of the foregoing and that, by entering into this
Agreement, Consultant is not undertaking to provide, nor will Consultant
provide, any services that require any such registration or licensing.
OTHER THAN THE FOREGOING EXPRESS WARRANTIES, CONSULTANT MAKES NO WARRANTIES
WITH RESPECT TO THE QUALITY OF THE GOODS AND SERVICES TO BE PROVIDED HEREUNDER
OR ANY RESULTS TO BE ACHIEVED, AND HEREBY EXPRESSLY DISCLAIMS THE EXISTENCE OF
ANY SUCH REPRESENTATIONS AND WARRANTIES, INCLUDING WITHOUT LIMITATION AND
IMPLIED WARRANTIES OF MERCHANT ABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
CONSULTANT SHALL HAVE NO LIABILITY FOR ANY INDIRECT, INCIDENTAL OR
CONSEQUENTIAL DAMAGES SUFFERED BY CLIENT AS A RESULT OF ANY FAILURE ON THE
PART OF CONSULTANT IN THE PERFORMANCE OF ITS DUTIES HEREUNDER.
7. Miscellaneous . This Agreement shall be interpreted and construed in
accordance with the laws of the State of Florida.
Neither party may assign its rights or duties under this Agreement without
the express prior written consent of the other party, except that Consultant
may assign to any other party, without Client's consent, its right to receive
all or any portions of the fees and expenses due and owing to it.
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This Agreement contains the entire understanding of the parties with
respect to the subject matter hereof. The terms of this Agreement may be
altered only by written agreement between the parties. The failure of either
party to object to or take affirmative action with respect to any conduct of
the other which is in violation of the terms of this Agreement shall not be
construed as a waiver of the violation or breach, or of any future similar
violation or breach.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement
to be executed by its duly authorized officer, or as to an individual party,
has executed this Agreement in his own hand, as of the date first written
above.
UC'NWIN SYSTEMS
CORPORATION: CONSULTANT
By: /s/ John Neilson By: /s/ Richard Gladstone
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John Neilson Richard Gladstone
President
Date: April 29, 1996 Date: 04/29/96
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