<PAGE> 1
455 Wards Corner Road ( Loveland, Ohio 45140
513-831-6647phone ( 513-831-5633fax
CONSULTING AGREEMENT
THIS AGREEMENT is entered into as of July 7, 2000 by and between Masterpiece
Technology Group, Inc., a corporation organized and existing under the laws of
the State of Utah having its principal place of business at 455 Wards Corner
Road, Loveland, OH 45140, ("Company") and John Leslie, an individual residing in
SeaTac, Washington ("Consultant").
WITNESSETH:
In consideration of the premises and mutual covenants hereinafter contained,
the parties hereto agree as follows:
1. THE SERVICES
The Consultant agrees to provide software support and marketing for MPTG's host
of computer software products. Consultant has assured the company they have the
required skills that will allow the Consultant to provide the services required.
2. PROPRIETARY INFORMATION
a. For purposes of this Agreement, "proprietary information" shall mean any
information relating to the business of Company or any entity in which Company
has a controlling interest and shall include (but shall not be limited to)
information encompassed in all drawings, designs, programs, plans, formulas,
proposals, marketing and sales plans, financial information, costs, pricing
information, customer information, and all methods, concepts or ideas in or
reasonably related to the business of Company.
b. Consultant agrees to regard and preserve as confidential, all proprietary
information, whether Consultant has such information in memory or in writing or
other physical form. Consultant shall not, without written authority from
Company to do so, directly or indirectly, use for the benefit or purposes, nor
disclose to others, either during the term of its engagement hereunder or
thereafter, except as required by the conditions of Consultant's engagement
hereunder, any proprietary information.
c. Consultant shall not disclose any reports, recommendations, conclusions or
other results of the Services or the existence or the subject matter of this
contract without the prior written consent of Company. In Consultant's
performance hereunder, Consultant shall comply with all legal obligations it may
now or hereafter have respecting the information or other property of any other
person, firm or corporation.
d. The Consultant expressly agrees that the covenants set forth in this
Paragraph are being given to Company in connection with the engagement of the
Consultant by Company and that such covenants are intended to protect Company
against the competition by the Consultant, within the terms stated, to the
fullest extent deemed reasonable and permitted in law and equity. In the event
that the foregoing limitations upon the conduct of the Consultant are beyond
those permitted by law, such limitations, both as to time and geographical area,
shall be, and be deemed to be, reduced in scope and effect to the maximum extent
permitted by law.
e. The foregoing obligations of this Paragraph shall not apply to any part of
the information that (i) has been disclosed in publicly available sources of
information, (ii) is, through no fault of the Consultant, hereafter disclosed in
publicly available sources of information, (iii) is now in the possession of
Consultant without any obligation or confidentiality, or (iv) has been or is
hereafter lawfully disclosed to Consultant by any third party, but only to the
extent that the use or disclosure thereof has been or is rightfully authorized
by that third party.
3. INJUNCTIVE RELIEF.
Consultant acknowledges that the injury to Company resulting from any
violation by it of any of the covenants contained in this Agreement will be of
such a character that it cannot be adequately compensated by money damages, and,
accordingly, Company may, in addition to pursuing its other remedies, obtain an
injunction from any court having jurisdiction of the matter restraining any such
violation; and no bond or other security shall be required in connection with
such injunction.
4. FEES AND REIMBURSEMENT OF CERTAIN EXPENSES
a. Company shall pay Consultant a consulting fee in the form of unrestricted
stock. The Company will therefore issue you Seventeen Thousand Five Hundred
Sixty Seven (17,567) shares of unrestricted stock upon signing of this
Agreement. This stock will be used to pay for development of sales and
marketing avenues and support for MPTG product software.
b. The Consultant shall provide to the Company on the first day of every month
an outline as to the Services that will be performed that month. Within ten
(10) days from the end of each and every month, Consultant will provide to
Company a statement as to the work that was performed for the prior month.
c. If in reviewing the statements made by the Consultant to the Company that
are required within ten (10) days after the close of a business month, Company
determines that Consultant is not making sufficient progress in order to
complete work for which Consultant was hired within a reasonable time, the
Company will give written notice to Consultant. Consultant shall have fifteen
(15) days to complete the work required and provide further reports to the
Company.
5. DUTY TO REPORT INCOME
The Consultant acknowledges and agrees that it is an independent contractor
and not an employee of the Company and that it is Consultant's sole obligation
to report as income all compensation received from Company pursuant to this
Agreement. The Consultant further agrees that the Company shall not be
obligated to pay withholding taxes, social security, unemployment taxes,
disability insurance premiums, or similar items, in connection with any
payments made to the Consultant pursuant to the terms of this Agreement.
6. TERM
This Agreement shall be effective beginning as of July 7, 2000, and shall
continue until the date of project and services completion; provided, however,
that either Company or Consultant may terminate this Agreement in whole or in
part at any time upon thirty (30) days' written notice to the other party. In
the event of termination or upon expiration of this Agreement, Consultant shall
return to Company any and all equipment, documents or materials, and all copies
made thereof, which Consultant received from Company for the purposes of
this Agreement and the Company shall pay to Consultant the amounts provided
hereof through the date of such termination or expiration.
7. INDEMNIFICATION
The Consultant shall indemnify and save Company harmless from and against all
claims arising in favor of any person, firm or corporation on account of
personal injury or property damage in any way resulting from the improper or
illegal acts of Consultant, its employees or agents. The foregoing indemnity
shall include all costs incurred by Company, including reasonable attorneys'
fees.
8. NOTICES
All notices and billings shall be in writing and sent via first class mail to
the respective addresses of the parties set forth at the beginning of this
Agreement or to such other address as any party may designate by notice
delivered hereunder to the other party.
9. GENERAL
a. Neither the Company nor Consultant shall assign this Agreement or
delegate its duties hereunder and shall not subcontract any of the Services to
be performed hereunder without the prior written consent of the other party
hereto.
b. Consultant shall perform the Services as an independent contractor
and shall not be considered an employee of Company or Partner, joint venturer or
otherwise related to Company for any purpose.
c. This Agreement shall be governed by the laws of the State of Ohio.
d. This Agreement constitutes the entire understanding between
Consultant and Company respecting the Services described herein. The terms
and conditions of any purchase order shall have no effect upon this Agreement
and shall be used for accounting purposes only.
e. The failure of either party to exercise its rights under this
Agreement shall not be deemed to be a waiver of such rights or a waiver of any
subsequent breach.
f. Any delay or nonperformance of any provision of this Agreement caused
by conditions beyond the reasonable control of the performing party shall not
constitute a breach of this Agreement, provided that the delayed party has taken
reasonable measures to notify the other of the delay in writing. The delayed
party's time for performance shall be deemed to be extended for a period equal
to the duration of the conditions beyond its control. "Conditions beyond a
party's reasonable control" include, but are not limited to, natural disasters,
acts of government after the date of the Agreement, power failure, fire, flood,
acts of God, labor disputes, riots, acts of war and epidemics. Failure of
subcontractors and inability to obtain materials shall not be considered a
condition beyond a party's reasonable control.
g. Non-Solicitation of Consultant's Employees: Company agrees not to
knowingly hire or solicit Consultant's employees during performance of this
Agreement and for a period of two years after termination of this Agreement
without Consultant's written consent.
h. Mediation and Arbitration: If a dispute arises under this Agreement,
the parties agree to first try to resolve the dispute with the help of a
mutually agreed-upon mediator in Clermont County, Ohio. Any costs and fees
other than attorney fees associated with the mediation shall be shared equally
by the parties. If the dispute is not resolved through mediation, the parties
agree to submit the dispute to binding arbitration in Clermont County, Ohio
under the rules of the American Arbitration Association. Judgment upon the award
rendered by the arbitrator may be entered in any court with jurisdiction to do
so.
i. Attorney Fees: If any legal action is necessary to enforce this
Agreement, the prevailing party shall be entitled to reasonable attorney fees,
costs and expenses.
j. Complete Agreement: This Agreement together with all exhibits,
appendices or other attachments, which are incorporated herein by reference, is
the sole and entire Agreement between the parties. This Agreement supersedes all
prior understandings, agreements and documentation relating to such subject
matter. In the event of a conflict between the provisions of the main body of
the Agreement and any attached exhibits, appendices or other materials, the
Agreement shall take precedence. Modifications and amendments to this
Agreement, including any exhibit or appendix hereto, shall be enforceable
only if they are in writing and are signed by authorized representatives of
both parties.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
the date first above written.
MASTERPIECE TECHNOLOGY GROUP, INC.
By: ____________________________________
Its: ____________________________________
Signature: _______________________________
CONSULTANT
Signature: _______________________________
Printed Name: ___________________________
<PAGE> 2
455 Wards Corner Road ( Loveland, Ohio 45140
513-831-6647phone ( 513-831-5633fax
Mr. John Essley July 7, 2000
14419 NE 11th Place
Bellevue, Washington 98007
Dear Mr. Essley,
The purpose of this letter is to confirm Mr. John Essley ("Advisor") the
appointment by the Board of Directors to act as Advisor to MTG to provide
information, opinions and reports (Opinions) in connection with corporate
software usage, development, implementation and sales as it may relate to the
Company's DocPrep Studio product and the Company's EMR product. The board also
confirms that the Advisor is being retained hereunder by and solely for
the benefit of the Board of MTG and not by any third parties, including the
Company's shareholders. In connection with the engagement as the Company's
advisor as related to the Opinions, the Advisor agrees to comply with the
following considerations:
1. The Opinions will be prepared in accordance with the professional judgment of
the Advisor and will comply with applicable securities law requirements. The
Advisor will discuss with the Board and its counsel policy requirements before
delivering the Opinions. Any advice or opinions (Opinions) to be provided to the
Company hereunder will be made subject to and will be based upon such
limitations, qualifications and reservations as the Advisor, in his judgment,
deems necessary or prudent in the circumstances.
2. You and the Board further acknowledge that you and the Board, respectively,
will use best efforts to ensure that all information concerning the Company
provided to you by us, directly or indirectly, orally or in writing or to the
Company from you or your respective agents and advisors in connection with the
Opinions will be accurate and complete in all material respects and will not be
misleading in any material respect.
3. In connection with the performance of the advisory services hereunder,
Advisor will keep confidential and will use only for the purpose of performing
the services described herein all information, whether written or oral, acquired
from the Board and the Company in connection with our work hereunder, except:
(iv) information which was available to the public prior to the engagement or
which thereafter becomes available to the public other than through a breach by
parties of obligations hereunder; (v) information which was known to Advisor
prior to the engagement; and (vi) information which Advisor is required to
disclose by law (including applicable securities law requirements) or in
connection with legal process or legal or regulatory proceedings. Advisors
obligation under this section will survive the completion of this engagement.
4. The Company will provide to Advisor all appropriate drafts, as soon as they
become available, of all disclosure documents filed or to be filed by or on
behalf of the Company. However, the Advisor will have no responsibility for the
form or content of the documentation, other than with respect to the Opinions or
summaries thereof, and the description of our services undertaken pursuant to
the terms of this engagement letter. Advisor will be entitled at any time to
withdraw, amend or supplement the Opinions in the event that Advisor reasonably
concludes that there has been a material change in the factors upon which such
Opinions are based.
5. In consideration for the services hereunder, the Company will pay the Advisor
One Hundred Forty Five Thousand Three Hundred and Thirty Three (145,333) shares
of MTG free trading stock.
6. The Company agrees to indemnify and hold the Advisor to the fully extent
permitted by law, harmless from and against any and all losses, claims, actions,
suits, proceedings, damages, liabilities or expenses of whatsoever nature or
kind (collectively, "Losses"), to which an Indemnified Party may become subject
by reason of the performance of professional services rendered hereunder.
7. If Advisor is requested to perform services in addition to those described
above, the terms and conditions relating to such services will be outlined in a
separate letter agreement and the fees for such services will be negotiated
separated and in good faith and will be consistent with fees paid for similar
services.
8. The term of this agreement will be for a period beginning as of the date of
your acceptance of this Agreement and ending on June 27, 2001.
9. This Agreement will be governed by and construed in accordance with the laws
of the State of Ohio.
10. The invalidity or unenforceability of any provision of this Agreement will
not affect the validity or unenforceability of any other provisions of this
Agreement.
11. The Agreement resulting from acceptance of this letter constitutes the
entire agreement between the parties with respect to the services described
herein and supersedes any prior agreements or understandings made between the
parties with respect thereto. No modification or amendment to this Agreement
will be valid or binding unless set forth in writing and duly executed by the
parties hereto.
If the foregoing correctly reflects the basis upon which the Company agrees to
retain the Advisor, please sign and return one copy of this Agreement to us.
______________________________ ______________________________
Newell Crane John Essley
President & CEO Advisor
<PAGE> 3
CONSULTING AGREEMENT
THIS AGREEMENT is entered into as of July 7, 2000 by and between Masterpiece
Technology Group, Inc.(MPTG), a corporation organized and existing under the
laws of the State of Utah having its principal place of business at 455 Wards
Corner Road, Loveland, OH 45140, ("Company") and Thad Vaughn, an individual with
a principal address at 21416 SE 284th Street, Kent, Washington 98042-8541
("Consultant").
WITNESSETH:
In consideration of the premises and mutual covenants hereinafter contained,
the parties hereto agree as follows:
1. THE SERVICES
The Consultant agrees to provide web page development for MPTG. Consultant has
assured the company they have the required skills as listed below that will
allow the Consultant to provide the services required:
* System: Windows, Windows NT
* Software: HTML,
2. WORK FOR HIRE
a. It is the intention of the parties hereto that all rights, including
without limitation copyright in any reports, surveys, marketing promotional
and collateral materials prepared by the Consultant pursuant to the terms of
this Agreement, or otherwise for Company (hereinafter "the Work") vest in
Company. The parties expressly acknowledge that the Work was specially
ordered or commissioned by Company, and further agree that it shall be
considered a "Work Made for Hire" within the meaning of the copyright laws of
the United States and that Company is entitled as author to the copyright and
all other rights therein, throughout the world, including, but not limited to,
the right to make such changes therein and such uses thereof, as it may
determine in its sole and absolute discretion.
b. If, for any reason, the Work is not considered a work made for hire under
the copyright law, then the Consultant hereby grants and assigns to Company, its
successors and assigns, all of its rights, title, and interest in and to the
Work, including, but not limited to, the copyright therein throughout the world
(and any renewal, extension or reversion copyright now or hereafter provided),
and all other rights therein of any nature whatsoever, whether now known or
hereafter devised, including, but not limited to the right to make such changes
therein, and such uses thereof, as Company may determine.
3. PROPRIETARY INFORMATION
a. For purposes of this Agreement, "proprietary information" shall mean any
information relating to the business of Company or any entity in which Company
has a controlling interest and shall include (but shall not be limited to)
information encompassed in all drawings, designs, programs, plans, formulas,
proposals, marketing and sales plans, financial information, costs, pricing
information, customer information, and all methods, concepts or ideas in or
reasonably related to the business of Company.
b. Consultant agrees to regard and preserve as confidential, all proprietary
information, whether Consultant has such information in memory or in writing or
other physical form. Consultant shall not, without written authority from
Company to do so, directly or indirectly, use for the benefit or purposes, nor
disclose to others, either during the term of its engagement hereunder or
thereafter, except as required by the conditions of Consultant's engagement
hereunder, any proprietary information.
c. Consultant shall not disclose any reports, recommendations, conclusions or
other results of the Services or the existence or the subject matter of this
contract without the prior written consent of Company. In Consultant's
performance hereunder, Consultant shall comply with all legal obligations it may
now or hereafter have respecting the information or other property of any other
person, firm or corporation.
d. The Consultant expressly agrees that the covenants set forth in this
Paragraph are being given to Company in connection with the engagement of the
Consultant by Company and that such covenants are intended to protect Company
against the competition by the Consultant, within the terms stated, to the
fullest extent deemed reasonable and permitted in law and equity. In the event
that the foregoing limitations upon the conduct of the Consultant are beyond
those permitted by law, such limitations, both as to time and geographical area,
shall be, and be deemed to be, reduced in scope and effect to the maximum extent
permitted by law.
e. The foregoing obligations of this Paragraph shall not apply to any part of
the information that (i) has been disclosed in publicly available sources of
information, (ii) is, through no fault of the Consultant, hereafter disclosed in
publicly available sources of information, (iii) is now in the possession of
Consultant without any obligation or confidentiality, or (iv) has been or is
hereafter lawfully disclosed to Consultant by any third party, but only to the
extent that the use or disclosure thereof has been or is rightfully authorized
by that third party.
4. INJUNCTIVE RELIEF.
Consultant acknowledges that the injury to Company resulting from any
violation by it of any of the covenants contained in this Agreement will be of
such a character that it cannot be adequately compensated by money damages, and,
accordingly, Company may, in addition to pursuing its other remedies, obtain an
injunction from any court having jurisdiction of the matter restraining any such
violation; and no bond or other security shall be required in connection with
such injunction.
5. FEES AND REIMBURSEMENT OF CERTAIN EXPENSES
a. Company shall pay Consultant a consulting fee in the form of unrestricted
stock valued. The Company will therefore issue you Seventy Four Thousand Six
Hundred Sixty Seven (74,667) shares of unrestricted stock upon signing of this
Agreement. This stock will be used to pay development for the ongoing
development of our company web site.
b. The Consultant shall provide to the Company on the first day of every month
an outline as to the Services that will be performed that month. Within ten
(10) days from the end of each and every month, Consultant will provide to
Company a statement as to the work that was performed for the prior month.
c. If in reviewing the statements made by the Consultant to the Company that
are required within ten (10) days after the close of a business month, Company
determines that Consultant is not making sufficient progress in order to
complete work for which Consultant was hired within a reasonable time, the
Company will give written notice to Consultant. Consultant shall have fifteen
(15) days to complete the work required and provide further reports to the
Company.
6. BENEFITS
The Consultant, as an independent contractor, shall not be entitled to any
other benefits other than the fees and reimbursement of expenses provided under
Paragraph 2 of this Agreement.
7. DUTY TO REPORT INCOME
The Consultant acknowledges and agrees that it is an independent contractor
and not an employee of the Company and that it is Consultant's sole obligation
to report as income all compensation received from Company pursuant to this
Agreement. The Consultant further agrees that the Company shall not be
obligated to pay withholding taxes, social security, unemployment taxes,
disability insurance premiums, or similar items, in connection with any
payments made to the Consultant pursuant to the terms of this Agreement.
8. TERM
This Agreement shall be effective beginning as of July 7, 2000, and shall
continue until date of delivery of completed product and Services; provided,
however, that either Company or Consultant may terminate this Agreement in whole
or in part at any time upon thirty (30) days' written notice to the other party.
In the event of termination or upon expiration of this Agreement, Consultant
shall return to Company any and all equipment, documents or materials, and all
copies made thereof, which Consultant received from Company for the purposes of
this Agreement and the Company shall pay to Consultant the amounts provided in
Paragraph 5 hereof through the date of such termination or expiration.
9. INDEMNIFICATION
The Consultant shall indemnify and save Company harmless from and against all
claims arising in favor of any person, firm or corporation on account of
personal injury or property damage in any way resulting from the improper or
illegal acts of Consultant, its employees or agents. The foregoing indemnity
shall include all costs incurred by Company, including reasonable attorneys'
fees.
10. NOTICES
All notices and billings shall be in writing and sent via first class mail to
the respective addresses of the parties set forth at the beginning of this
Agreement or to such other address as any party may designate by notice
delivered hereunder to the other party.
11. GENERAL
a. The terms and conditions of Paragraphs 3, 4 and 5 hereof shall
survive the termination of this Agreement or completion of the Services as the
case may be.
b. Neither the Company nor Consultant shall assign this Agreement or
delegate its duties hereunder and shall not subcontract any of the Services to
be performed hereunder without the prior written consent of the other party
hereto.
c. Consultant shall perform the Services as an independent contractor
and shall not be considered an employee of Company or Partner, joint venturer or
otherwise related to Company for any purpose.
d. This Agreement shall be governed by the laws of the State of Ohio.
e. This Agreement constitutes the entire understanding between
Consultant and Company respecting the Services described herein. The terms
and conditions of any purchase order shall have no effect upon this Agreement
and shall be used for accounting purposes only.
f. The failure of either party to exercise its rights under this
Agreement shall not be deemed to be a waiver of such rights or a waiver of
any subsequent breach.
g. Any delay or nonperformance of any provision of this Agreement caused
by conditions beyond the reasonable control of the performing party shall not
constitute a breach of this Agreement, provided that the delayed party has taken
reasonable measures to notify the other of the delay in writing. The delayed
party's time for performance shall be deemed to be extended for a period equal
to the duration of the conditions beyond its control. "Conditions beyond a
party's reasonable control" include, but are not limited to, natural disasters,
acts of government after the date of the Agreement, power failure, fire, flood,
acts of God, labor disputes, riots, acts of war and epidemics. Failure of
subcontractors and inability to obtain materials shall not be considered a
condition beyond a party's reasonable control.
h. Non-Solicitation of Consultant's Employees: Company agrees not to
knowingly hire or solicit Consultant's employees during performance of this
Agreement and for a period of two years after termination of this Agreement
without Consultant's written consent.
i. Mediation and Arbitration: If a dispute arises under this Agreement,
the parties agree to first try to resolve the dispute with the help of a
mutually agreed-upon mediator in Clermont County, Ohio. Any costs and fees other
than attorney fees associated with the mediation shall be shared equally by the
parties. If the dispute is not resolved through mediation, the parties agree to
submit the dispute to binding arbitration in Clermont County, Ohio under the
rules of the American Arbitration Association. Judgment upon the award rendered
by the arbitrator may be entered in any court with jurisdiction to do so.
j. Attorney Fees: If any legal action is necessary to enforce this
Agreement, the prevailing party shall be entitled to reasonable attorney fees,
costs and expenses.
k. Complete Agreement: This Agreement together with all exhibits,
appendices or other attachments, which are incorporated herein by reference, is
the sole and entire Agreement between the parties. This Agreement supersedes all
prior understandings, agreements and documentation relating to such subject
matter. In the event of a conflict between the provisions of the main body of
the Agreement and any attached exhibits, appendices or other materials, the
Agreement shall take precedence. Modifications and amendments to this
Agreement, including any exhibit or appendix hereto, shall be enforceable
only if they are in writing and are signed by authorized representatives of
both parties.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
the date first above written.
MASTERPIECE TECHNOLOGY GROUP, INC.
By: ____________________________________
Its: ____________________________________
Signature: _______________________________
CONSULTANT
Signature: _______________________________
Printed Name: ___________________________
<PAGE> 4
Mr. Gary Oldham July 7, 2000
PO Box 3012
Federal Way, WA 98063-3012
Dear Mr. Oldham,
The purpose of this letter is to confirm Mr. Gary Oldham ("Advisor") the
appointment by the Board of Directors to act as Advisor to MTG to provide
information, opinions and reports (Opinions) in connection with corporate
interstate tax considerations as they apply to e-commerce. The board also
confirms that the Advisor is being retained hereunder by and solely for the
benefit of the Board of MTG and not by any third parties, including the
Company's shareholders. In connection with the engagement as the Company's
advisor as related to the Opinions, the Advisor agrees to comply with the
following considerations:
1. The Opinions will be prepared in accordance with the professional judgment of
the Advisor and will comply with applicable securities law requirements. The
Advisor will discuss with the Board and its counsel policy requirements before
delivering the Opinions. Any advice or opinions (Opinions) to be provided to the
Company hereunder will be made subject to and will be based upon such
limitations, qualifications and reservations as the Advisor, in his judgment,
deems necessary or prudent in the circumstances.
2. You and the Board further acknowledge that you and the Board, respectively,
will use best efforts to ensure that all information concerning the Company
provided to you by us, directly or indirectly, orally or in writing or to the
Company from you or your respective agents and advisors in connection with the
Opinions will be accurate and complete in all material respects and will not be
misleading in any material respect.
3. In connection with the performance of the advisory services hereunder,
Advisor will keep confidential and will use only for the purpose of performing
the services described herein all information, whether written or oral, acquired
from the Board and the Company in connection with our work hereunder, except:
(iv) information which was available to the public prior to the engagement or
which thereafter becomes available to the public other than through a breach by
parties of obligations hereunder; (v) information which was known to Advisor
prior to the engagement; and (vi) information which Advisor is required to
disclose by law (including applicable securities law requirements) or in
connection with legal process or legal or regulatory proceedings. Advisors
obligation under this section will survive the completion of this engagement.
4. The Company will provide to Advisor all appropriate drafts, as soon as they
become available, of all disclosure documents filed or to be filed by or on
behalf of the Company. However, the Advisor will have no responsibility for the
form or content of the documentation, other than with respect to the Opinions or
summaries thereof, and the description of our services undertaken pursuant to
the terms of this engagement letter. Advisor will be entitled at any time to
withdraw, amend or supplement the Opinions in the event that Advisor reasonably
concludes that there has been a material change in the factors upon which such
Opinions are based.
5. In consideration for the services hereunder, the Company will pay the Advisor
Eighty Four Thousand Two Hundred Thirty Three Shares (84,233) of MTG free
trading stock.
6. The Company agrees to indemnify and hold the Advisor to the fully extent
permitted by law, harmless from and against any and all losses, claims, actions,
suits, proceedings, damages, liabilities or expenses of whatsoever nature or
kind (collectively, "Losses"), to which an Indemnified Party may become subject
by reason of the performance of professional services rendered hereunder.
7. If Advisor is requested to perform services in addition to those described
above, the terms and conditions relating to such services will be outlined in a
separate letter agreement and the fees for such services will be negotiated
separated and in good faith and will be consistent with fees paid for similar
services.
8. The term of this agreement will be for a period beginning as of the date of
your acceptance of this Agreement and ending on July 7, 2001.
9. This Agreement will be governed by and construed in accordance with the laws
of the State of Ohio.
10. The invalidity or unenforceability of any provision of this Agreement will
not affect the validity or unenforceability of any other provisions of this
Agreement.
11. The Agreement resulting from acceptance of this letter constitutes the
entire agreement between the parties with respect to the services described
herein and supersedes any prior agreements or understandings made between the
parties with respect thereto. No modification or amendment to this Agreement
will be valid or binding unless set forth in writing and duly executed by the
parties hereto.
If the foregoing correctly reflects the basis upon which the Company agrees to
retain the Advisor, please sign and return one copy of this Agreement to us.
______________________________ ______________________________
Newell Crane, President & CEO Gary Oldham, Advisor
______________________________ ______________________________
Dated Dated
