Consulting Agreement
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This Consulting Agreement is made on this 4th day of December 2003.
BETWEEN
Franco Maccioni, a Consultant having his mailing address at Perlemoen Str,
Bloubergstrand, South Africa; Thobeka Mafuduka, a Consultant having her mailing
address at PO Box 121, Parow, South Africa; Mpilo Mdakane, a Consultant having
his mailing address at C/O 3 Volute Circle, Sunset Beach, South Africa;
Terhorst-Davis, a Consultant having her mailing address at 6th Floor, 4 Loop St,
Cape Town, South Africa; Troy Lynette, a Consultant having his mailing address
at 12549 McKenzie Ct, Broomfield,CO 80020-5315; Rob Packham, a Consultant having
his mailing address at 49 Section St, Paarden Eiland, South Africa; Sooren
Ramdenee, a Consultant having his mailing address at 49 Section St, Paarden
Eiland, South Africa; Vuyo Mkhize, a Consultant having his mailing address at
C/O 3 Volute Circle, Sunset Beach, South Africa; Deon Katzen, a Consultant
having his mailing address at 10 Savannah, Kingswood Ct, Riverclub, South
Africa; and Constance Locke, a Consultant having her mailing address at 10 Kirby
Rd, Gordons Bay, 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,
infrastructure development, operational project management, business development
services, and engineering services for businesses and professionals in the IT
and financial services sector; 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, 2003, as per the terms listed herein. Thereafter it shall be
reviewed for further extension on mutually agreeable terms.
1
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 South Africa.
TERMINATION
If this agreement is terminated previous to December 4, 2003, 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/ Franco Maccioni BY: /s/ Joshua Wolcott
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Franco Maccioni Joshua Wolcott
DATE: DATE:
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BY: /s/ Thobeka Mafuduka
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Thobeka Mafuduka
DATE:
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2
BY: /s/ Mpilo Mdakane
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Mpilo Mdakane
DATE:
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BY: /s/ Patricia Terhorst-Davis
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Patricia Terhorst-Davis
DATE:
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BY: /s/ Troy Lynette
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Troy Lynette
DATE:
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BY: /s/ Rob Packham
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Rob Packham
DATE:
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BY: /s/ Sooren Ramdenee
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Sooren Ramdenee
DATE:
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BY: /s/ Vuyo Mkhize
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Vuyo Mkhize
DATE:
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BY /s/ Deon Katzen
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Deon Katzen
DATE:
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BY: /s/ Constance Maccioni
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Constance Maccioni
DATE:
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3
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
- ---------- -------- ---- ------
Franco Maccioni Infrastructure development and operations $3,700 25,000
Franco Maccioni Infrastructure development and operations $14,800 100,000**
Thobeka Mafuduka Infrastructure development and operations $7,400 50,000
Thobeka Mafuduka Community development initiative $14,800 100,000**
Mpilo Mdakane Infrastructure development and operations $14,800 100,000
Mpilo Mdakane Infrastructure development and operations $14,800 100,000**
Patricia Terhorst-Davis Accounting, bookkeeping and compliance $7,400 50,000
Patricia Terhorst-Davis Accounting, bookkeeping and compliance $11,100 75,000**
Troy Lynette Infrastructure development and operations $7,400 50,000
Troy Lynette Office management for Denver operations $7,400 50,000**
Rob Packham Infrastructure development and operations $3,700 25,000
Rob Packham Computer training $3,700 25,000**
Sooren Ramdenee Infrastructure development and operations $4,700 25,000
Sooren Ramdenee TagNet/MPOS business development and research $4,700 25,000**
Vuyo Mkhize Infrastructure development and operations $7,400 50,000
Vuyo Mkhize Infrastructure development and operations $7,400 50,000**
Deon Katzen Infrastructure development and operations $11,100 75,000
Deon Katzen MPOS market research, partnership development $11,100 100,000**
Constance Locke Infrastructure development and operations $170,200 1,150,000
** Shares shall be restricted shares.
4
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*
- ---------- -------- ---- -------
Franco Maccioni Infrastructure development and operations $14,400 100,000**
Thobeka Mafuduka Infrastructure development and operations $2,880 20,000
Thobeka Mafuduka Business development and political relations $7,200 50,000**
Mpilo Mdakane Infrastructure development and operations $2,880 20,000
Mpilo Mdakane Market research, biz development and sales $3,600 25,000**
Patricia Terhorst-Davis Accounting, bookkeeping and compliance $1,800 10,000
Patricia Terhorst-Davis Company formation and org. structuring $3,600 25,000**
Troy Lynette Office management for Denver operations $2,880 20,000**
Sooren Ramdenee MPOS business development in Kenya $14,400 100,000
Sooren Ramdenee TagNet business development in Kenya $14,400 100,000**
Constance Locke Infrastructure development and operations $216,000 1,500,000
* 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:
CONSULTANT Maximum Dynamics
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BY: /s/ Franco Maccioni BY: /s/ Joshua Wolcott
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Franco Maccioni Joshua Wolcott
DATE: DATE:
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BY: /s/ Thobeka Mafuduka
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Thobeka Mafuduka
DATE:
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BY: /s/ Mpilo Mdakane
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Mpilo Mdakane
DATE:
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BY: /s/ Patricia Terhorst-Davis
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Patricia Terhorst-Davis
DATE:
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BY: /s/ Troy Lynette
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Troy Lynette
DATE:
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BY: /s/ Sooren Ramdenee
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Sooren Ramdenee
DATE:
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BY: /s/ Constance B. Locke
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Constance B. Locke
DATE:
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