EXHIBIT 4.10
eCon
investor relations
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Mr. Robert Tarini
Markland Technologies
http://www.marklandtech.com/home.html
tarini oceandata.com
Dear Sirs:
RE: CONSULTING AGREEMENT between Markland Technologies (MKLD) AND ECON INVESTOR
RELATIONS INC. (ECON)
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Further to the discussion between ECON Corporate Relations Inc. and your Company
we are pleased to set out the terms of the Company engaging our services as
Corporate Communications Consultants.
AMENDED AGREEMENT
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Effective Date on the 18th day of January 2003 by Markland Technologies, a
corporation with an office located in Fairfax, VA (the "Company") and ECON
Investor Relations Inc., a Province of British Columbia corporation with offices
located in Delta, British Columbia and Point Roberts, WA (the "Consultant"), for
the provision of consulting services.
CONSULTING SERVICES
1. The Company hereby retains the services of the Consultant to render
corporate communications, planning and strategy consultation and financial
public relations services with respect to the Company's securities or such
other services as the Company and the Consultant may agree upon from time
to time during the term of this Agreement, including but not limited to the
following:
i. ECON will write and MARKLAND TECHNOLOGIES will approve all corporate
profiles, news releases and other corporate literature for the Company
for dissemination to shareholders, brokers and investors on the aim
investor internet site, as well as email, fax and mail.
ii. Subject to applicable securities laws, assist in raising capital or
negotiating and presenting acquisition opportunities for the Company.
Separate finders fee agreements are required, based on acceptable
industry standards.
iii. Jointly develop and maintain computer database of media, shareholders,
analysts, investors and brokers for the Company
Agreement cont.
Page 2
iii. Develop fax, email list for the Company and manage dissemination of
news releases through fax, email, mail, and internet;
iv. Posting of company information and participation in Internet
newsgroups and investor chat rooms on behalf of the Company; and all
company information on the appropriate media sites specific to
MARKLAND TECHNOLOGIES's industry segment.
v. Initiate and maintain telephone contact with media, investors,
analysts, shareholders and brokers to keep them informed of the
Company's progress; and
vi. Initiate and update coverage on the Company in the Investor Incite
Information Newsletter, as well as the http://www.investorideas.com
web site.
vii. ECON will hire personnel to allocate full-time to developing a retail
following for the Company for both internet and phone.
2. The Consultant hereby accepts such retention on the terms and conditions
herein set forth and agrees to use its best efforts to perform these
services at the request of the Company.
3. On an ongoing basis the Consultant will forward to the Company names and
addresses of individuals and brokers that have requested information on the
Client. The Consultant will also provide updated fax lists, email lists and mail
lists at the Company's request.
4. Consultant recognizes and confirms that some of the information to be
provided by the Company is either non-public, confidential or proprietary
in nature. Consultant hereby agrees that such information will be kept
confidential and will not, without the prior consent of the Company, be
disclosed by them, their agents or employees, except as otherwise required
by law.
5. Before Consultant releases any information referring to the Company or
which uses the Company's name in a manner that may result in public
dissemination thereof, Consultant shall furnish copies of all documents
(including any digital or "streaming" transmissions) presentations, or
prepared oral statements to the Company.
TERM
The term of this Agreement shall be commencing January 18, 2003 for six months
with an option to renew for an additional six months. Both parties have the
right to terminate this agreement based on 90 days written notice.
Agreement cont.
Page 3
COMPENSATION
In full consideration and compensation for the consulting services to be
rendered to the Company by the Consultant, the Consultant shall be remunerated
as follows:
1. The Company shall pay ECON, a reduced fee of $7000.00 US Funds per month
for the services rendered by ECON on the Company's behalf.
2. In addition to the fees set out above, the Company shall forthwith request
the Client to grant shares to the Consultant, under the following terms and
conditions:
i. The Company will issue 20,000 shares per month for the 1St 90 days
based on today's prices. At the end of the 90 day period, the share
agreement and structure will be reviewed based on share price and
completion of the reverse merger (will remain as per original
agreement dated December 2002).
ii. Shares will be registered for free trading in the next registration
(piggy back rights) document to be filed by the Company within a
minimum of 90 days.
iii. Consultant agrees to disclose its compensation as required by U.S.,
Canadian, "Blue Sky" Securities Laws or as mandated by any forum in
which the Company's securities are traded.
iv. Company agrees to pay finders fees of 5% for introduction acting as
finder only resulting in financing for the Company.
EXPENSES
The Company agrees to reimburse the Consultant for reasonable expenses in
connection with the services stated above, including advertisement placement and
travel expenses. Expenses that are billed to the Consultant on behalf of the
Company are subject to a 10% surcharge to cover the Consultant's administrative
costs and liability. Expenses over $100 are subject to approval by the Company.
Expenses are expected to include phone, mailings & fax, while MARKLAND
TECHNOLOGIES will incur all News Wire Distribution Costs. All travel in the
future related to MARKLAND TECHNOLOGIES must be pre-approved and agreed upon.
Agreement cont.
Page 4
COMPANY'S OBLIGATIONS
The Company shall make available to the Consultant all information concerning
the business, assets, operations and financial condition of the Company, which
the Consultant reasonably requests in connection with the performance of its
obligations.
The Consultant may rely on the accuracy of all such information without
independent verification.
The Company shall provide the personnel and materials necessary to prepare and
send information to investors and brokers as required by the Consultant.
CONSULTANT'S OBLIGATIONS
The Consultant warrants that it has all the applicable licenses and
qualifications to do business in the United States and Canada. The Consultant
agrees to comply with all Laws and regulations of the United States of America
and of the specific states and Canada and provinces regarding all of its
activities in representing the Company, including but not limited to, general
public relations activities, advertising, communications with stockholders,
investors and consumers. The Consultant agrees to comply with all laws,
regulations and opinions enforced by the Securities and Commission, any other
applicable Federal, state, or provincial agency, self-regulatory organization,
or any forum in which the Company's securities are traded.
CONFIDENTIALITY
The Consultant hereby agrees to maintain in the strictest confidence all such
information provided to it by the Company, provided that such information is
first identified by the Company, as confidential information. ECON agrees to
sign a separate confidentiality agreement at the Company's request.
INDEMNIFICATION
The Company shall indemnify and hold harmless the Consultant against any and all
loss, liability, damage, cost or expense arising out of any claim or lawsuit,
actual or threatened, which the Consultant may suffer, sustain or become subject
to, as a result of, or in connection with, the performance of their obligations
under this Agreement, except for any loss, liability or expense which is
suffered as the result of, or in connection with, the Consultant's willful
misconduct, or reckless or grossly negligent conduct, provided that the
Consultant shall give prompt written notice to, and shall cooperate with and
render assistance to, the Company regarding any such claim or lawsuit, and
provided further the Company shall have the option to undertake and conduct the
defense of any such claim or law suit. Consultant agrees to indemnify and
Agreement cont.
Page 5
held harmless the Company from any and all loss, liability, damages, cost or
expense arising out of any claim or lawsuit, actual or threatened, which the
Company may suffer, sustain or become subject to, as a result of or in
connection with Consultant's willful misconduct, reckless or grossly negligent
conduct.
ASSSIGNMENT
No interest of any party under this Agreement may be assigned or otherwise
transferred except with the written consent of the other party.
ARBITRATION
Any controversy arising out of, connected to, or relating to any matters herein
of the transactions with Consultant and Company (including officers, directors,
affiliates, agents, promoters, advisers) on behalf of the undersigned, or this
Agreement, or the breach thereof, including, but not limited to any claims of
violations of Federal and/or State Securities Acts, Canadian or other foreign
jurisdiction securities laws, Banking Statutes, Consumer Protection Statutes,
Environmental Statutes, Federal and/or State anti-Racketeering (e.g. RICO)
claims as well as any common law claims and any State Law claims of fraud,
negligence, negligent misrepresentations, and/or conversion shall be settled by
arbitration; and in accordance with this paragraph and judgment on the
arbitrator's award may be entered in any court having jurisdiction thereof in
accordance with the provisions of the State of Incorporation Law.
Please indicate acceptance of these terms by signing below where indicated and
returning a copy to our office.
ECON INVESTOR RELATIONS MARKLAND TECHNOLOGIES
/s/ Dawn Van Zant /s/ Ken Ducey, Jr.
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Ms. Dawn Van Zant, Director Mr. Ken Ducey, Jr.
Date: Date: