EX-4 3 exh4-2.txt 4.2 UNILOGIC CONSULTING AGREEMENT This Consulting Agreement is made on this 27th day of May 2004. BETWEEN Craig Ogilvy, a Consultant having his mailing address at C/O Maximum Dynamics, Inc. Unit 6, College Park, Parklands, 7441, South Africa; Patricia Terhorst-Davis, a Consultant having her mailing address at 6th Floor, 4 Loop St, Cape Town, South Africa; Reunert Kharibe, a Consultant having his address at C/O Maximum Dynamics, Inc. Unit 6, College Park, Parklands, 7441, South Africa; Mpumelelo Tshume, a Consultant having his mailing address at Foyer 2, Portswood, Dock Rd, V&A Waterfront, Cape Town, South Africa; Sindiswa Mzamo, a Consultant having his mailing address at Suite 214, North Block,75 Maude St, Johannesburg, South Africa; and Andile Mbeki, a Consultant having his mailing address at C/O Suite 214, North Block,75 Maude St, 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 business advisory services, technology development services, infrastructure development, operational and project management, business development services, and engineering services; 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 the 27th day of May 2004 and will be effective until November 27, 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 $0.16 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 May 27, 2004, the CONSULTANT shall keep one twelfth (1/12) of the shares received as payment for every month CONSULTANT was retained. ACCEPTED FOR MAXIMUM DYNAMICS BY: DATE: ------------------------------ Joshua Wolcott, CFO For CONSULTANT BY:________________________ DATE: Craig Ogilvy BY:________________________ DATE: Patricia Terhorst-Davis BY:________________________ DATE: Reunert Kharibe BY:________________________ DATE: Mpumelelo Tshume BY:________________________ DATE: Sindiswa Mzamo BY: DATE: Andile Mbeki 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 ---------- -------- ---- ------ Craig Ogilvy Accounting and financial services $6,400 50,000 Patricia Terhorst Davis Accounting, bookkeeping and compliance $1,280 10,000 Reunert Kharibe Trading model development for fund admin. $60,800 475,000 Mpumelelo Tshume Commodities trading consulting and project manag. $6,400 50,000 Sindiswa Mzamo Political relations and business development $6,400 50,000 Andile Mbeki Political relations and business development $3,200 25,000