EXHIBIT 4.6
CONSULTING SERVICES AGREEMENT
This Consulting Agreement dated as of _______________, 2002 is entered
into by and between Natural Gas Services Group, Inc. (the "Company") and
Neidiger, Tucker, Bruner, Inc. (the "Consultant").
RECITALS
WHEREAS, the Consultant has experience in the financial consulting
business; and
WHEREAS, the Consultant desires to provide the financial consulting
services (the "Services") set forth in Section 3 hereof to the Company and the
Company desires to retain the Consultant to provide the Services to the Company.
NOW THEREFORE, in consideration of the promises and the mutual
covenants and agreements hereinafter set forth, the parties hereto agree as
follows:
1. Retention. The Company hereby retains the Consultant, and the
Consultant agrees to be retained by the Company, to perform the Services as a
Consultant to the Company on the terms and conditions set forth herein. The
parties agree that the Consultant shall be retained by the Company as an
independent contractor on a consulting basis and not as an employee of the
Company.
2. Term. The term of this Agreement shall commence on the date hereof
and shall end on _______________, 2005.
3. Duties of Consultant. During the term of this Agreement, Consultant
shall provide the Company with such regular and customary advice as is
reasonably requested by the Company, within the scope of the Services enumerated
below. It is understood and acknowledged by the parties that the value of
Consultant's advice cannot be readily quantified, and that Consultant shall be
obligated to render advice upon the request of the Company, in good faith, but
not be obligated to spend any specific amount of time so doing. Consultant's
duties shall include, but will not be limited to, providing recommendations
concerning one or more of the following related matters upon the request of the
Board of Directors of the Company and/or its President.
a. Assisting in the introduction of the Company to registered
representatives at various registered broker/dealers;
b. Arranging, on behalf of the Company, meetings with securities
analysts of regional investment banking firms;
c. Rendering financial advice with regard to corporate matters;
d. Furnishing advice to the Company in connection with prospective
acquisitions and/or merger candidates;
e. Participating as a financial advisor at meetings of the Company's
Board of Directors or any committee thereof;
f. Using its best efforts to cause research reports concerning the
Company to be written and disseminated by investment banking firms; and
g. Using its best efforts to provide the Company with market-makers
in its Common Stock, which market-makers have not previously made a
market in the Company's securities;
The Company may, at any time, request additional duties and services of
the Consultant. The Consultant will provide the Company a fee structure for such
additional services upon request.
4. Compensation. In consideration for the Services to be rendered by
the Consultant to the Company pursuant to this Agreement, the Company shall pay
to the Consultant $3,000 on the first day of each month during that month during
the term of this Agreement commencing _______________, 2002.
5. Expenses. The Company will promptly reimburse Consultant for all
reasonable and required out-of-pocket expenses properly incurred by the
Consultant in performance of this Agreement provided that the Company has
approved such expenses in advance and provided further that a written
accounting, reasonable and acceptable to the Company is made by the Consultant.
6. Confidentiality. Consultant acknowledges that as a consequence of
its relationship with the Company, it has been and will continue to be given
access to ideas, trade secrets, methods, customer information, business plans
and other confidential and proprietary information of the Company (collectively,
"Confidential Information"). Consultant agrees that it shall maintain in
confidence and shall not disclose directly or indirectly to any third parties
for use for any purposes (other than the performance hereof) the Confidential
Information for the term of this Agreement and a period of two years thereafter,
unless previously approved by the Company in writing. The parties hereto agree
that irreparable damage would occur in the event that any of the provisions of
this Section 6 are not performed by the Consultant in accordance with the
specific terms or are otherwise breached by the Consultant. It is accordingly
agreed that the Company shall be entitled to an injunction or injunctions to
prevent breaches of this Section 6 and to enforce specifically the terms and
provisions hereof in any court of the United States or any State having
jurisdiction in addition to any other remedy to which they are entitled at law
or in equity. Upon termination of the Agreement, the Consultant shall
immediately return all Confidential Information related to the Company under
this Agreement.
7. Compliance with Law. The Consultant agrees that in performing this
Agreement the Consultant shall comply with the applicable provisions of the
Securities Act of 1933 and the Securities Exchange Act of 1934, as amended, the
applicable rules and regulations of the Securities and Exchange Commission
thereunder, the statutes of any state security commissions
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and departments, the applicable rules and regulations of the National
Association of Securities Dealers, Inc. and any other applicable federal, state
or foreign laws, rules and regulations.
8. Indemnity. The Consultant shall indemnify the Company, its
directors, officers, stockholders, representatives, agents and affiliates
(collectively, the "Affiliated Parties") from and against any and all claims,
losses, damages, fines, fees, penalties, deficiencies, expenses, including
expenses of investigations, court costs and fees and expenses of attorneys which
the Company or its Affiliated Parties may sustain at any time resulting from,
arising out of or relating to the breach or failure to comply with any of the
covenants or agreements of the Consultant or its Affiliated Parties contained in
this Agreement.
The Company shall indemnify the Consultant, its directors, officers,
stockholders, representatives, agents and affiliates from and against any and
all claims, losses, damages, fines, fees, investigations, court costs and fees
and expenses of attorneys which the Consultant or its affiliated parties may
sustain at any time resulting from, arising out of or relating to the breach or
failure to comply with any of the covenants or agreements of the Company or as a
result of any untrue statement or fact provided by the Company to the Consultant
in the performance of its services under this Agreement.
9. Applicable Law. This Agreement shall be governed by the internal
laws of the State of Colorado without regard to its conflict of law provisions.
If the foregoing sets forth your understanding of our Agreement, kindly
indicate your compliance on the space provided below.
AGREED AND ACCEPTED BY:
NATURAL GAS SERVICES GROUP, INC.
By:
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Date
Its:
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NEIDIGER, TUCKER, BRUNER, INC.
By:
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Anthony B. Petrelli, Vice President Date
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