PROFESSIONAL SERVICES CONSULTING AGREEMENT
This Agreement is made and entered into this 5th day of July 2001, by
and between Primelink Systems, Inc. ("Client") and Randall A. Drew and C.
Christopher Kessen ("Agents"). In consideration of the mutual covenants below,
the parties agree as follows:
1. SCOPE & TERM OF SERVICES. Agent shall provide professional
consulting services from July 5, 2001 through December
31,2001, based upon a commitment of not less than 60% of its
business time, in order to facilitate the following:
o Advise Client with respect to the
introduction, marketing, negotiation, and
pre-sales and sales of the planned to be
completed 12 inner duct system of the I-49
project;
o Consult with and advise Client regarding the
negotiations with material suppliers and
subcontractors related to the "south side"
portion of the I-49 build, in conjunction
with and on the behalf of Primelink, in
order to minimize total cost;
o Advise Client with respect to management of
contractual negotiations for the remaining
construction of the "north side" portion of
the I-49 build.
2. PAYMENT. In exchange for those services provided, Client
agrees to pay Agents a total of 300,000 shares of common stock
(OTCBB:PMLK) which will be immediately registered under Form
S-8, to be delivered in equal amounts to the Agents.
3. INDEMNIFICATION; LIABILITY. Agent's sole liability to Client
shall be for completion of those services defined in the Scope
of Services portion of this agreement. Client agrees to defend
and hold Agent harmless against any claims, demands,
judgments, liabilities, or damages of any kind, including
reasonable attorneys' fees, arising as a result of Client's
breach of any material term of this agreement.
4. CONFIDENTIALITY. Agent agrees that in the performance of this
agreement it will gain access to certain confidential
information, which it will hold in the strictest confidence
and not disclose, to any third party, without prior written
consent of Client.
5. SELECTION OF ENTITIES. Consultant, in its sole and absolute
discretion, shall hire, retain, or employ such individuals,
corporations, partnerships or other entity or entities to
perform services as Consultant deems necessary for performance
of obligations hereunder.
6. COSTS AND EXPENSES. All costs, expenses and compensation that
Consultant shall incur as a result of the aforementioned
services on behalf of Company shall be the sole responsibility
of Consultant.
7. PARTIES RELATIONSHIP. Consultant shall not by reason of this
Agreement or the performance of duties hereunder, unless
otherwise agreed to between the parties, be or be deemed to
be, an employee, agent, partner, co-venturer or controlling
person of Company. Consultant shall have no power to enter
into any agreement on behalf of or otherwise bind Company.
Consultant shall not have or be deemed to have, any fiduciary
obligation or duties to Company and is not an agent to
Company. Neither party to this Agreement is intended to have
any interest in the business or property of the other.
8. ASSIGNABILITY. This contract is not assignable by Consultant
but shall be assignable by Company in connection with the
sale, transfer or other disposition of its business or to any
of Company's affiliates controlled by or under common control
with Company.
9. SEVERABILITY. If any part of this Agreement is adjudged
invalid, illegal, or unenforceable, the remaining parts shall
be enforceable.
10. PARAGRAPH HEADINGS. The headings of the paragraphs contained
in this Agreement are for convenience only, and are not to be
considered a part of this Agreement or used in determining its
content or context.
11. OTHER AGREEMENTS. The parties represent that no other
agreement, oral or written, exists between them. This
Agreement sets forth the entire Agreement between the parties
hereto and cannot be modified or supplemented orally.
o MISCELLANEOUS.
o This Agreement shall be governed and construed in
accordance with the laws of the State of Louisiana.
o Any notice under this Agreement shall be delivered by
hand or certified mail, return receipt requested, to
the addresses of the parties set forth in this
Agreement or to such other address of which either
party may inform the other by written notice.
o This Agreement and the Work Schedule shall constitute
the entire agreement between the parties.
o This Agreement may not be amended or modified except
in a written instrument signed by both parties.
IN WITNESS WHEREOF, we have executed this Agreement as of the date first above
written.
CLIENT
PrimeLink Systems, Inc.
s/s John Wade/CEO
Date: July 5, 2001
AGENTS
Randall A. Drew C. Christopher Kessen
s/s Randall Drew s/s C. Christopher Kessen
Date: July 5, 2001 Date: July 5, 2001