CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (this Agreement) is entered into and is effective as of July 27, 2005 by and between Homeland Integrated Security Systems, Inc., a Florida Corporation, with a principal place of business at 1 Town Square Boulevard, Suite 347, Asheville, North Carolina 28803 (Company) and Big Apple Consulting USA, Inc., a Delaware Corporation, with principal offices at 280 Wekiva Springs Road, Suite 201, Longwood, FL 32779 (Consultant).
R E C I T A L S:
A. Consultant represents various financial websites that individuals can access to learn more about companies they may not otherwise be exposed to.
B. In addition, Consultant maintains an extensive database of brokers representing investors interested in owning stock in companies such as the Company and employs a stock profiler team which regularly communicates with such brokers.
C. Company wishes to promote itself through Consultants efforts in the brokerage community in order to gain as much exposure as possible for Company.
T E R M S:
NOW THEREFORE, in consideration of the mutual premises and covenants contained herein, and other good and valuable consideration, the receipt, sufficiency and adequacy of which is hereby acknowledged, the parties agree as follows:
1.00 Services to be Performed by Consultant
1.01 Consultant shall access its database of brokers, containing over 25,000 active brokers throughout the United States who may be interested in the Company, and shall utilize a profiler team (comparable in size and capability to that currently employed by Consultant) in order to contact brokers interested in recommending Company to their investor clients. Consultants profilers will continue to cold call on a regular basis, which will continually add new brokers to the database.
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1.02 Consultant shall diligently market and promote Company to brokers and other investors, advisors, counselors, trustees, agents and other individuals and entities whom Consultant is legally permitted to contact (including with the proper disclosures and disclaimers) and shall introduce Company and its principals to Consultants current and future network of brokerage firms and market makers. Consultant shall promote Company on a daily basis through all of their profilers and will train new profilers to promote the Company. Company understands and agrees that Consultants database constitutes proprietary information owned by Consultant, however on a bi-weekly basis Consultant will provide Company with a total of all calls made by Consultants profilers. |
1.03 Consultant shall provide investor lead management services normal and customary in the industry. Consultant will handle investor and broker inquiries (including with the proper disclosures and disclaimers) in a professional manner and will maintain a high call volume to outside financial institutions on behalf of the Company.
1.04 Consultant shall organize, initiate, manage and facilitate broker/investor conference telephone calls and other presentations mutually agreeable to Company and Consultant. Expenses for broker/investor conference calls and other presentations are to be paid by the Consultant, and must be pre-approved by the Company.
1.05 Consultant shall review and monitor Companys stockholder base and all transfer agent and DTC reports, and shall analyze, present to, and discuss with Company the results and implications of such reports. Company agrees to provide Consultant with all DTC reports on a weekly basis and a NOBO list on a monthly basis.
1.06 Consultant shall provide Company with copies of Assume the Sale Reports and DTC analysis on no less than a monthly basis, and will use their best efforts to provide said reports and analysis on a more frequent basis.
1.07 Company will be permitted to visit Consultants facility on a regular basis and will have the ability to talk in person with Consultants employees regarding their progress during the campaign. Consultants employees will be allowed to contact Companys management for weekly conference calls and Company will be permitted to communicate with Consultants management with updated emails on a regular basis. However, Company represents and warrants it will not discuss any information that may be considered to be insider information with any employee of Consultant other than upper management and said discussions and communication will be solely on a need to know basis.
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