Consulting Agreement
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This Consulting Agreement is made on this 4th day of December 2003.
BETWEEN
Ernesto Angel, a Consultant having his mailing address at 102 South Tejon St,
#1100,Colorado Springs,CO 80903; Jesus Romero a Consultant having his mailing
address at 102 South Tejon St, #1100,Colorado Springs,CO 80903; Victor Angel, a
Consultant having his mailing address at 4627 Barington Ct, Bonita, CA 91902;
Ruben Garduno, a Consultant having his mailing address at PO Box 66, Cascade, CO
80809; Raymond Ng Pan Hing, a Consultant having his mailing address at 3 Egret
St, Flamingo Vlei, Table View, South Africa; Derek Smith, a Consultant having
his mailing address at 706 Central Plaza,18 Harbour Road, Wanchai, Hong Kong;
Cassim Motala, a Consultant having his mailing address at C/O 3 Volute Circle,
Sunset Beach, South Africa; and Lawrence Mavundula, a Consultant having his
mailing address at 23 Hubert St, Main Reef Rd, Johannesburg, South Africa. The
above listed Consultants shall be referred to collectively hereafter as
"Consultants" or individually as "Consultant".
AND
Maximum Dynamics, Inc., having its office at 2 North Cascade Avenue, Suite
1100, Colorado Springs, Colorado, 80903.
WHEREAS
WHEREAS, CONSULTANTS provide technology development services, business
development services, and engineering services for businesses and professionals
in the IT and financial services sector, specifically the point of sale (POS)
device market; and,
WHEREAS, Company wishes to engage the services of CONSULTANTS;
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the parties hereto agree as follows:
DURATION
This agreement commences on December 4th, 2003 and will be effective until
December 4, 2004, as per the terms listed herein. Thereafter it shall be
reviewed for further extension on mutually agreeable terms.
FINANCIAL
CONSULTANTS shall be paid for services as set forth in Exhibit A. The fees to be
paid shall be paid with shares of registered S-8 shares of Common Stock of
Maximum Dynamics, Inc. and shall be priced at a twenty percent (20%) discount to
today's bid of $0.185 per share. The number of shares and issued to each
CONSULTANT as payment for services is set forth in Exhibit A.
BINDING
This Agreement and the certificates and other instruments delivered by or on
behalf of the parties pursuant hereto constitute the entire agreement between
the parties. The terms and conditions of this Agreement shall inure to the
benefit of and be binding upon the respective heirs, legal representatives,
successor and assigns of the parties hereto, as the case may be.
APPLICABLE LAW
This Agreement is made pursuant to, and will be governed by, and construed and
enforced in accordance with, the laws of Colorado, USA.
TERMINATION
If this agreement is terminated previous to December 4, 2004, the CONSULTANT
shall keep one twelfth (1/12) of the shares received as payment for every month
CONSULTANT was retained.
ACCEPTED
For CONSULTANT For Maximum Dynamics
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BY: /s/ Ernesto Angel BY: /s/ Joshua Wolcott
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Ernesto Angel Joshua Wolcott
DATE: DATE:
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BY: /s/ Jesus Romero
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Jesus Romero
DATE:
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BY: /s/ Victor Angel
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Victor Angel
DATE:
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BY: /s/ Ruben Garduno
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Ruben Garduno
DATE:
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BY: /s/ Raymond Ng Pan Hing
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Raymond Ng Pan Hing
DATE:
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BY: /s/ Cassim Motala
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Cassim Motala
DATE:
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BY: /s/ Lawrence Mavundula
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Lawrence Mavundula
DATE:
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EXHIBIT A
The following sets forth the services to be rendered by each Consultant, the
fees for such services and the number of S-8 shares to be issued as payment.
Consultant Services Fees Shares
- ---------- -------- ---- ------
Ernesto Angel Business development for POS devices $66,600 450,000
in Mexico and Latin America
Jesus Romero Business development for POS devices $59,200 400,000
in Mexico and Latin America
Victor Angel Business development for POS devices $44,400 300,000
in Mexico and Latin America
Ruben Garduno Technology development for POS devices $11,100 75,000
in Mexico and Latin America
Raymond Ng Pan Hing Business development for POS devices $14,800 100,000
Raymond Ng Pan Hing Business development for POS devices $14,800 100,000**
Derek Smith Technology development for POS devices $14,800 100,000
Derek Smith Technology development for POS devices $14,800 100,000**
Cassim Motala Technology development for POS devices $11,100 75,000
Cassim Motala Technology development for POS devices $14,800 100,000**
Lawrence Mavundula Technology development for POS devices $ 7,400 50,000
Lawrence Mavundula Technology development for POS devices $ 7,400 50,000**
** Shares shall be restricted shares.
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ADDENDUM
Pursuant to the Agreement signed on December 4, 2003, this Addendum sets forth
the continued services of the Consultants listed below which shall be governed
by the terms and conditions of the Agreement above as agreed to on December 4,
2003. Payments for the respective services to be rendered, the fees for such
services and the number of S-8 shares to be issued as payment are set forth as
follows:
Consultant Services Fees Shares*
- ---------- -------- ---- -------
Ernesto Angel MPOS/TagNet product launch in S. Amer. $216,000 1,500,000
Jesus Romero MPOS/TagNet product launch in S. Amer. $57,600 400,000
Victor Angel MPOS/TagNet product launch in Lat. Amer. $14,400 100,000
Victor Angel MPOS/TagNet product launch in Lat. Amer. $43,200 300,000**
Raymond Ng Pan Hing Business development for POS devices $28,800 200,000**
Derek Smith MPOS/TagNet business development in China $43,200 300,000
Derek Smith MPOS/TagNet business development in China $28,800 200,000**
* Number of shares is calculated taking a 20% discount off of the bid price,
which was $0.18 per share on January 20, 2004. ** Shares shall be restricted
shares.
Accepted this 20th day of January, 2004 by:
For CONSULTANT For Maximum Dynamics
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BY: /s/ Ernesto Angel BY: /s/ Joshua Wolcott
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Ernesto Angel Joshua Wolcott
DATE: DATE:
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BY: /s/ Jesus Romero
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Jesus Romero
DATE:
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BY: /s/ Victor Angel
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Victor Angel
DATE:
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BY: /s/ Raymond Ng Pan Hing
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Raymond Ng Pan Hing
DATE:
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BY: /s/ Derek Smith
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Derek Smith
DATE:
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