CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT ("Agreement") is made to be effective the 13th day of
September, 2002 (the "Effective Date") by and between Alan S. Litvak,
independent contractor (the "Consultant") and GK Intelligent Systems, Inc, a
Delaware corporation (the "Corporation"), whose principle place of business is
Houston, Texas.
1. Engagement of Consultant. The Corporation hereby retains Consultant,
as an independent contractor, to render consulting services, and these
services to be performed are described in detail in the Addendum (the
attached document). Consultant hereby agrees to render consulting
services to the Corporation upon the terms and conditions hereinafter
set forth.
2. Duties of Consultant. Consultant shall perform such consulting
services for the Corporation as shall be delegated by the Corporation.
Consultant shall have control of the methods, timing and manner in
which he performs services for the Corporation_ Consultant is not
required to devote its full time and attention to the duties under
this Agreement, nor is Consultant required to maintain or establish
set hours of work consistent with the Corporation's policies on work
hours for its employees. However, Consultant is required to devote the
necessary amount of time and attention to maintain the standards of
performance established by the Corporation for consultants of the same
position, background and experience as Consultant.
3. Consideration. As consideration for the consulting services to be
tendered during the terms of this Agreement, the Corporation agrees to
compensate Consultant by paying him a commission amounting to ten (10)
percent of the total dollars raised by the Corporation in the private
placement of its stock as described in the attached Addendum and
initiated on this date. The commission paid to Consultant shall be in
consideration for those accredited investors who the Consultant
identifies, makes available, and who subsequently choose to invest in
the placement. Payment to Consultant shall be made according to the
following formula: one-half, or fifty percent of the total amount due
shall be in cash; the remaining fifty percent shall be in the form of
GK Intelligent Systems stock with a per-share value equal to the value
of the stock offered in the placement. The Corporation agrees to
register the stock in a SB2 filing upon satisfactory completion of the
offering and concomitant with a successful move to the OTC Bulletin
Board. The Corporation shall reimburse Consultant for all reasonable
and necessary expenses, including, without limitation, travel meals
and entertainment, incurred by Consultant in providing consulting
services in accordance with the terms of this Agreement.
4. Non-Exclusivity. Consultant is under no obligation to work exclusively
for the Corporation, and may accept engagements, work, and assignments
from parties other than the Corporation on a regular basis. The
Corporation understands that Consultant's services are available to
the general public on a regular and consistent basis, and accepts the
Consultant's engagement under this Agreement upon such basis.
5. Confidentiality and Proprietary Information. Consultant acknowledges
that the law provides companies, such as the Corporation, with
protection for their trade secrets and confidential information.
Consultant agrees not to disclose, directly or indirectly, any of the
Corporation's confidential business information or confidential
technical information to anyone without the prior written consent of
the Corporation. Consultant will not use any of the Corporation's
confidential business information or confidential technical
information in any way, either during or after the term of this
Agreement, except as required in the course of the Consultant's
performance pursuant to this Agreement. Consultant agrees to strictly
1
adhere to any obligations that it may have to companies with which it
has formally been associated insofar as its use or disclosure of their
confidential information is concerned. Information will not be deemed
part of the confidential information that is restricted by this
section if the Consultant can show that: (a) the information was in
its possession or within its knowledge before the Corporation
disclosed it to the Consultant; or (b) the information was or became
generally known to those who could take economic advantage of it,
through no fault of the Consultant; or (c) Consultant obtained the
information from a party having the right to disclose it to the
Consultant without violation of any obligation to the Corporation; or
(d) Consultant is required to disclose the information pursuant to
legal process (e.g., a subpoena, deposition, discovery, etc.),
provided that Consultant notifies the Corporation immediately upon
receiving or becoming aware of the legal process in question. All
originals and all copies of any drawings, blueprints, manuals,
reports, computer programs or data, notebooks, notes, photographs, and
all other recorded, written, or printed matter relating to research,
manufacturing operations, or business of the Corporation made or
received by the Consultant during the term of this Agreement are and
shall remain the property of the Corporation. Upon termination of this
Agreement, the Consultant will immediately deliver to the Corporation
all property of the Corporation which may still be in the Consultant's
possession. Consultant will not remove or assist in removing such
property from the Consultant's premises under any circumstances,
either during the term of this Agreement or after termination thereof,
except with the prior written consent of the Corporation.
6. Effective Date, The Effective Date of this Agreement shall be
September 131" 2002
7. Governing Law. The validity of this Agreement and any of its terms and
provisions, as well as the rights and duties of the parties hereunder,
shall be governed by, construed, interpreted and enforced in
accordance with the laws of the State of Texas.
8. Severability. If any provision of this Agreement is held to be
illegal, invalid or unenforceable under present or future laws
effective during the terms of this Agreement, the legality, validity
and enforceability of the remaining provisions of this Agreement will
not be affected thereby, and in lieu of such an illegal, invalid or
unenforceable provision, there will automatically be added a
provision, as a part of this Agreement, as similar in terms to such
illegal, invalid or unenforceable provision as may be possible and
will be legal, valid, and enforceable.
9. Notice. Any notice, demand, desire or request permitted in connection
with this Agreement shall be in writing and shall be deemed effective
if hand delivered or sent by certified or registered mail, return
receipt requested, postage prepaid, addressed to the parties intended
at the address set forth next to their signature to this Agreement.
10. Counterpart Execution. This Agreement may be executed in any number of
counterparts with the same effect as if all parties hereto have signed
the same document, and all counterparts will constitute one and the
same agreement.
11. Headings. The headings of the sections of this Agreement have been
inserted for convenience and reference only and shall not be construed
or interpreted to restrict or modify any of the terms or provisions
hereof.
2
IN WITNESS WHEREOF, this Agreement is executed, effective as of the
Effective Date
CONSULTANT
By: /S/ Alan S. Litvak
-----------------------------
Alan S. Livak
Independant Consultant
580 Westlake Park Blvd.
Suite 1630
Houston, Texas 77079
CORPORATION
GK Intelligent Systems, Inc.
A Delaware corporation
By: /S/ Gary F. Kimmons
-----------------------------
Gary F. Kimmons, CEO
2602 Yorktown Place
Houston, Texas 77056
3
Addendum
Executive consultative services to be performed by Alan S. Litvak:
1. Assistance in the identification and procurement of qualified accredited
investors for a private placement of four million shares of GK Intelligent
Systems securities as delineated by a private placement memorandum issued by the
Corporation which is dated September 13, 2002.
2. Mentoring/guidance in structuring the placement.