CONSULTING AGREEMENT
PREAMBLE: This is an agreement , effective as of March 18, 2002 between
Technical Objectives, Inc. in Atlanta, GA (hereinafter "Consultant") and GK
Intelligent Systems, Inc. in Houston, TX (hereinafter "Client").
PURPOSE: Client wishes to retain the services of Consultant to advise and
consult Client in technical matters relative to Client's business, and to
develop software for Client, and Consultant is willing to provide such services.
1. Consultant agrees that for a period of twelve (12) months, commencing with
the effective date of this Agreement, consistent with Consultant's other
obligations, to render to Client such consulting services as Client may request
relating to the field set forth in Exhibit A, attached (Specification).
Consultant shall not be required at any time to render service that would
conflict with obligations of Consultant undertaken prior to the request for such
services by Consultant.
2. Client agrees to reimburse Consultant for such consulting services at the
hourly rates shown in Exhibit B, attached (Rates). Consultant shall invoice
Client monthly for services rendered, and such invoices shall be payable upon
receipt. Invoices shall include the hours worked at the hourly rate and a brief
description of the services rendered. Upon adequate substantiation, Client will
reimburse Consultant for all travel and related living expenses incurred by
Consultant in connection with any travel requested by Client. Prior written
approval by Client shall be required for all travel outside the United States
and Canada in connection with this Agreement.
3. Consultant shall act as an independent Consultant and not as an agent or
employee of Client and Consultant shall make no representation as an agent or
employee of Client. Consultant shall be responsible for all federal, state, and
local taxes and unemployment insurance liabilities as an independent Consultant.
Consultant shall have no authority to bind Client or incur other obligations on
behalf of Client.
4. Consultant will disclose and does assign to Client any and all inventions,
mask works, creations, or improvements, which Consultant may hereafter make or
assist in making in carrying out the consulting services contracted for herein.
Client shall have the right to file a patent application at Client's expense, on
each such creation, and Consultant agrees to cooperate with Client and to
execute all proper documents at the expense of Client to enable Client to obtain
patent protection in the United States and foreign countries. Consultant agrees
to assign all rights to each such patent application and patent to Client, but
Consultant shall have free, non-exclusive and irrevocable license to use of the
patent with the right to sublicense use in all areas except those of the
Specification. In the event Client fails to file a patent application on any
such discovery within six (6) months after written disclosure thereof to Client,
Consultant shall have the right to file such, at Consultant's expense in the
United States and foreign countries. On each patent issuing from such
application Client shall have a free, non-exclusive irrevocable license, with
the right to sublicense, in the areas of the Specification.
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5. In the event Client discloses information to Consultant that Client considers
to be secret or proprietary and so notifies Consultant, Consultant agrees to
hold the Proprietary Information in confidence and to treat the Proprietary
Information with at least the same degree of care and safeguards that it takes
with its own proprietary information. Proprietary Information shall be used by
Consultant only in connection with services rendered under this Agreement.
Proprietary Information shall not be deemed to include information that (a) is
in or becomes in the public domain without violation of this Agreement by
Consultant, or (b) is already in the possession of Consultant, as evidenced by
written documents, prior to the disclosure thereof by Client, or (c) is
rightfully received from a third entity having no obligation to Client and
without violation of this Agreement by Consultant.
6. Consultant warrants that it is under no obligation to any other entity that
in any way conflicts with this Agreement, that it is free to enter into this
Agreement, and is under no obligation to consult for others in fields covered by
this Specification.
7. Either Party may terminate this agreement with thirty (30) days' written
notice. If the agreement is terminated, Consultant will present Client with a
statement of account showing all fees paid to that time, and itemizing work
performed. If work performed exceeds fees paid to date, Client will pay
Consultant for such work at the hourly rate in Exhibit B. If fees paid exceed
work performed to date, Consultant will return unearned fees to Client.
8. The secrecy provisions of Section 5 hereof shall survive any termination of
this Agreement for a period of three (3) years after such termination.
9. This Agreement is not assignable by either party without the consent of the
other.
CONSULTANT
Signed:______________________
Name:_______________________
Title:________________________
Date:________________________
CLIENT
Signed:______________________
Name:_______________________
Title:________________________
Date:________________________
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Specification of Consulting Services
to GK Intelligent Systems, Inc.
March 18, 2002
GENERAL
Technical Objectives, Inc. shall assist GK Intelligent Systems, Inc. in
developing and improving software for intelligent computer-aided instruction
(ICAI).
SCOPE OF SERVICES
Consultant services shall consist of design and development of software to
produce a capability for a software engine to monitor students' progress in
computer-aided instruction, and to make intelligent decisions determining
further human-computer interaction. Such intelligent computer-aided instruction
shall be available in both single-user and online forms. Client shall provide or
compensate Consultant for purchase of any materials, tools, or software
specifically required to accomplish services to Client.
REQUIREMENTS AND TASKS
The overall strategy is to immediately upgrade the existing SmartOne software to
demonstrably operate in the current environment, and then to improve the
software continuously via a phased approach.
Phase 1: Update the existing SmartOne Engine (implemented in NASA's CLIPS
inference engine product, built on the C programming language), to interface
with a human interface component, consisting of the current version of a widely
available Presentation software product manufactured by a market leader in
computer presentation software. Macromedia, Inc. is the selected market leader,
and their targeted presentation software product is Macromedia Director. The
interface shall consist of software necessary to provide communication between
the Director front-end and the SmartOne Engine using the Macromedia Open
Architecture (MOA).
Estimated duration: 2.5 months.
Phase 2: Extend the capability of Director in conjunction with SmartOne as
developed in Phase 1 to present instructional material online and over the
Internet, using Macromedia Shockwave format and HTML. Provide an interface to a
database for tracking multiple students online.
Estimated duration: 3 months
Phase 3: Assist in the development of specific instructional courses, as needed.
Recommend or provide procedures and processes for developing and adapting
instructional content to take advantage of the SmartOne capabilities. Address
technical issues of performance, bandwidth, and storage requirements, as well as
soft issues of course structure and human usability. Develop custom authoring
and process management software using Microsoft Visio for interactive
diagramming and integration with various elements of the production process,
including generation of Lingo code for Director.
Estimated duration: 3 months
Phase 4: Enhance, improve, and modify the SmartOne Engine, based on information
and experience obtained during the first three phases, or to extend its
applicability to new areas. Also investigate how to take advantage of novel
presentation media and modes of human-computer interaction as appropriate, to
include agent-based character animation and avatars, contextual marketing, and
handheld or wearable computers.
Estimated duration: 3.5 months
DELIVERABLES
Phase 1 will provide an updated SmartOne Engine capable of interacting with
Macromedia Director, via the Macromedia Open Architecture, suitable for
single-user applications, such as distribution on a CD-ROM.
Phase 2 will provide a capability for multiple users to access a SmartOne-based
course over the Internet. Records of user interactions will be logged in a
database and available for intelligent processing.
Phase 3 will provide documented procedures and processes, as well as software to
support such procedures and processes.
Phase 4 will provide documented research and recommendations, and other
materials as time and resources permit.
Rate
Compensation for technical consulting and advanced software development services
Rate for Services
o Hourly rate: $150.00
Additional compensation
o Stock. Upon inception of the project, Client shall provide Consultant
with stock in Client's company in an amount equivalent to two million
(2,000,000) shares on 3/18/2002. Said shares of stock are to consist of a
combination of immediately tradable (S-8) shares and Rule 144 shares,
apportioned as 50% S-8 and 50% Rule 144 shares.
Initial Working Capital
o Client shall provide Consultant funds for operation in the amount of Ten
Thousand Dollars ($10,000) at the inception of productive activity on the
project, or at the earliest feasible point thereafter. Such funds are
required to purchase software tools and may be necessary for paying
subcontractors or consultants, as circumstances dictate. The amount of
these initial funds not spent on purchase of tools and materials or on
outside services will be deducted from Consultant's hourly rate billing for
services.