EX-4 6 exh4-5.txt 4.5 BANKING CONSULTING AGREEMENT This Consulting Agreement is made on this 27th day of May 2004. BETWEEN Dingindawo Paulus Shongwe, a Consultant having his mailing address at 100 Main St, 12th Floor, Johannesburg, South Africa; Anne Tunmer, a Consultant having her address at 372 Oak Avenue, Randburg, 2125, South Africa; and Mpho Mtimkulo, a Consultant having his address at 372 Oak Avenue, Randburg, 2125, 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 development, project management, infrastructure development and banking project design services (especially in village banking 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 May 27, 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 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 November 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: _________________________ Dingindawo Paulus Shongwe BY:________________________ DATE: _________________________ Anne Tunmer BY:________________________ DATE: _________________________ Mpho Mtimkulo 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 ---------- -------- ---- ------ Dingindawo P. Shongwe Village banking initiative $6,400 50,000 Anne Tunmer Village banking initiative $6,400 50,000 Mpho Mtimkulo Village banking initiative $6,400 50,000