CONSULTING AGREEMENT
Effective March 2, 1998, IMAGE GUIDED TECHNOLOGIES a Colorado corporation
(the "Company"), and A. C. ALLEN & COMPANY (the "Consultant"), hereby agree as
follows:
1. ENGAGEMENT OF THE CONSULTANT: TERM The Company hereby retains the
Consultant for the one (1) year period beginning March 2, 1998 and ending March
2, 1999 to act as a consultant to the Company as hereinafter provided. The term
of this Agreement shall be automatically extended for additional one (1) year
terms effective upon the expiration of the original one (1) year term and each
extended term unless either the Company or the Consultant shall give written
notice to the other thirty (30) days prior to the expiration of the then current
term of its desire to terminate this Agreement as of the end of such then
current term.
2. SERVICES The Consultant agrees to act as a consultant to the Company
with respect to the management of the Company's business. The Consultant's
duties will include advising the Company's management with respect to strategic
planning in all areas of the Company's business including marketing,
acquisitions, operations and finance. It is understood that no minimum number
of hours will be required of the Consultant.
3. COMPENSATION In consideration for the consulting services to be
rendered by the Consultant to the Company hereunder, the Company shall pay to
the Consultant $4,000 per month payable on the fifteenth day of each month
beginning March 2, 1998, throughout the term hereof.
4. EXPENSES The Consultant shall be entitled to reimbursement for all
normal and reasonable expenses necessarily incurred by them in the performance
of their obligations hereunder including without limitation first class airfare.
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5. AVAILABILITY The Consultant agrees to be available during the period
of this Agreement, upon reasonable notice, for consultation and advice at the
request of the Company from time to time. Any failure of the Company to request
such services shall not terminate this Agreement or alter, change, or diminish
the obligation of the Company to the Consultant hereunder.
6. CONFIDENTIALITY The Consultant acknowledges that in providing its
services hereunder the Consultant will become privy to information, some of
which may be confidential, and proprietary information of the Company. The
Consultant agrees that it shall hold all such confidential and proprietary
information of the Company in its possession in confidence and as proprietary to
the benefit of the Company. The Consultant shall take such steps as it deems
appropriate in order to protect confidentiality of such information.
7. INDEPENDENT CONTRACTOR The Consultant is an independent contractor of
the Company and is not entitled to any benefits, privileges or reimbursements
given or extended by the Company to its employees.
8. ASSIGNABILITY This Agreement shall not be assignable by either party
without the prior consent of the other.
9. NOTICE Any notice hereunder shall be deemed given two (2) days after
it has been mailed by registered or certified mail, postage prepaid, as follows:
To Consultant: Mr. A. Clinton Allen
A. C. Allen & Company, Inc.
1280 Massachusettes Ave., Ste. 200
Cambridge, MA 023138
To Company: Paul L. Ray
Chief Executive Officer
Image Guided Technologies, Inc.
5710-B Flatiron Parkway
Boulder, CO 80301
except that either party may from time to time by written notice to the other
designate another address, which shall thereupon become its effective address
for the purposes of this Section.
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10. AMENDMENTS All amendments to this Agreement must be set forth in
writing and signed by the parties.
11. GOVERNING LAW This Agreement shall be construed and enforced in
accordance with the laws of the Commonwealth of Massachusettes.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed in duplicate counterparts as of the date first above written.
IMAGE GUIDED TECHNOLOGIES, INC.
By: /s/ Paul L. Ray
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PAUL L. RAY
By: /s/ A Clinton Allen
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A. CLINTON ALLEN
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