Exhibit 10.1


 


PROFESSIONAL
SERVICES AGREEMENT


 


This Agreement (“Agreement”) dated this the 6th day of December, 2005
is between AEGIS Assessments, Inc. (“Client”), located at 7975 North
Hayden Road, Suite D363, Scottsdale, AZ 
85258 and James Lee Witt Associates, LLC (“Consultant”), located at 701
13th Street, NW, Suite 850, Washington, DC  20005.


 


TYPE OF AGREEMENT:  Professional Services Agreement – Strategic
Marketing Consultant Services.


 


Whereas, Consultant
is in the business of providing certain consulting services and is willing to
provide such services to Client; and


 


Whereas, Client
desires to utilize Consultant’s services as provided for herein.


 


Now, therefore, in
consideration of the mutual covenants and promises contained herein, the
parties hereto agree as follows:


 


1.              General Terms and
Conditions


 


The general terms and conditions of this
Agreement are set forth in Appendix A, attached hereto and incorporated herein
by reference.


 


2.              Scope of  Work


 


Consultant shall provide the services set
forth in Appendix B, attached hereto and Incorporated herein by reference (“Services”).
Consultant shall furnish all reports and deliverables as set forth in Appendix
B in accordance with the terms set forth therein (hereafter “Deliverables”).


 


3.              Period of Performance


 


The period of this Agreement shall be one
year(s) from the signing of this Agreement and shall automatically be renewed
for successive 1-year periods subject to adjustments of costs and fees to be
agreed upon in writing.


 


4.              Fees and Payment


 


4.1                                                         In
consideration of Services performed hereunder, Client shall pay Consultant in
accordance with Appendix C.


 


4.2                                                         Payment
terms for the Agreement shall be in accordance with paragraph 8 of Appendix A.


 

















 


5.              Notice


 


Any notice given by either party shall be in
writing and shall be given by registered or certified mail, return receipt
requested, postage prepaid, or Federal Express or DHL courier, shipped prepaid,
addressed to the parties at the addresses herein designated for each party or
at such other addresses as they may hereafter designate in writing.


 


 


	
  To: Eric Johnson, Chairman/CEO

  AEGIS Assessments, Inc.

  	
   

  	
  To: Pate Felts, COO

  James Lee Witt Associates, LLC

  
	
  7975 North Hayden Road, Suite D363

  	
   

  	
  701 13th Street, NW, Suite 850

  
	
  Scottsdale, AZ 85258

  	
   

  	
  Washington, DC 20005

  
	
  Phone 480.778.9140 ext 103

  	
   

  	
  Phone 202.585.0780

  
	
  Fax 480.778.1310

  	
   

  	
  Fax 202.585.0792

  
	
  Email: eric@aegiscorporate.com

  	
   

  	
  Email: pfelts@wittassociates.com

  



 


6.              Entire Agreement


 


Both parties acknowledge that they have read
this Agreement, understand it, and agree to be bound by its terms and further
agree that it is the entire agreement between the parties hereto which
supersedes all prior agreements, written or oral, relating to the subject
matter hereof. No modification or waiver of any provision shall be binding
unless in writing signed by the party against whom such modification or waiver
is sought to be enforced.


 


In Witness Whereof,
Client and Consultant have caused this Agreement to be executed by their duly
authorized representatives as of the date first written above.


 


	
  For:  Consultant

  	
  For:  Client

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Pate
  Felts

  	
   

  	
  Eric Johnson

  	
   

  
	
  Signature

  	
  Signature

  
	
   

  	
   

  
	
   

  	
   

  
	
  Pate Felts

  	
   

  	
  Eric Johnson

  	
   

  
	
  Name (Typed
  or Printed)

  	
  Name (Typed
  or Printed)

  
	
   

  	
   

  
	
   

  	
   

  
	
  December 6,
  2005

  	
  December 6,
  2005

  
	
  Date

  	
  Date

  
					



 

















 


APPENDIX A


 


GENERAL TERMS & CONDITIONS


 


1. CONSULTANT’S RESPONSIBILITIES. Consultant/Contractor
(“Consultant”) shall perform the Services utilizing the standard of care
normally exercised by professional consulting firms in performing comparable
services under similar conditions. CONSULTANT MAKES NO OTHER WARRANTIES,
EXPRESS OR IMPLIED, EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT.


 


2. CLIENT’S RESPONSIBILITIES. Client
shall provide site access to the site or facility at which the Services are to be
performed at such times as may reasonably be required by Consultant, and
shall make timely payments in accordance with the terms and conditions of this
Agreement. Time is of the essence.


 


To the extent Client has access to information relating to the Services
to be performed, Client shall provide such information as is reasonably
available and appropriate for the efficient performance of the Services (“Information”).
Such Information includes, but is not limited to, available site history and
the identification, location, quantity, concentration and character of known or
suspected hazardous conditions, wastes, substances or materials that are likely
to pose a significant risk to human life, health, safety or to the environment.
Consultant shall be entitled to rely upon the Information provided by the
Client or the Client’s agents without independent verification except to the
extent set forth herein and shall bear no liability arising from such
reasonable reliance.


 


3. COMMENCEMENT AND COMPLETION OF THE SERVICES.
The Services shall commence and shall be completed on
the respective dates specified in this Agreement or, in the absence of such
specification, as soon as good practice and due diligence reasonably permit.


 


4. PROPRIETARY INFORMATION. Proprietary
confidential information (“Proprietary Information”) developed or disclosed by
either party under this Agreement shall be clearly labeled and identified as
Proprietary Information by the disclosing party at the time of disclosure. When
concurrent written identification of Proprietary Information is not feasible at
the time of such disclosure, the disclosing party shall provide such
identification in writing promptly thereafter.


 


Proprietary Information shall not be disclosed to any other person
except to those individuals who need access to such Proprietary Information as
needed to ensure proper performance of the Services.


 


Neither party shall be liable for disclosure or use of Proprietary
Information which: (1) is generally available to the public without breach
of this Agreement; (2) is disclosed with


 

















 


the prior written approval of the disclosing party; or (3) is
required to be released by applicable law or court order.


 


Each party shall return all Proprietary Information relating to this
Agreement to the disclosing party upon request of the disclosing party or upon
termination of this Agreement, whichever occurs first. Each party shall have
the right to retain a copy of the Proprietary Information for its internal
records and subject to ongoing compliance with the restrictions set forth in
this Section. This Section shall survive termination of this Agreement.


 


5. DELIVERABLES. Upon
payment in full for the Services, and unless otherwise agreed (“Deliverables”)
shall be the property of the Client. The Consultant shall not disclose the
Deliverables relating to the Services to a third party without the prior
written authorization of the Client. Client shall be solely responsible for any
disclosure of the Deliverables, which may be required by law and agrees to
indemnify and hold Consultant harmless for any loss, liability, or claim
resulting from Client’s failure to make such disclosure and fully indemnify
Consultant. Where applicable law requires immediate disclosure by the
Consultant, Consultant shall make its best efforts to give prior notice to
Client. At Client’s request and expense, Consultant will assist the Client in
making such disclosures as may be required by law.


 


Notwithstanding the foregoing provisions of this Clause, the Client
acknowledges that in the course of its performance under the Contract the
Consultant may use products, materials and methodologies proprietary to
the Consultant, and the Client agrees that it shall have or obtain no rights in
such proprietary products, materials and methodologies except pursuant to a
separate written agreement (if any) executed by the parties.


 


6.
INDEMNIFICATION. Each Party (the “Indemnifying Party”) shall
defend, indemnify and save the other Party (the “Indemnified Party”), its
officers, directors, agents, and employees harmless from and against any and
all claims, liabilities, demands, judgments, losses, costs, expenses (including
reasonable attorney’s fees), suits, or damages arising by reason of bodily
injury, death or damage to a third party’s tangible property sustained by any
person or entity (whether or not a party to this Agreement) caused by or
attributable to an action of gross negligence or willful misconduct of the
Indemnifying Party or an officer, director, agent or employee of Indemnifying Party.


 


7. ACCEPTANCE. Client
shall have five (5) days from the date each deliverable is made to Client
to reject all or part of each Deliverable. Each Deliverable, to the extent
not rejected in writing by Client, shall be deemed accepted.


 


8. PAYMENT TERMS. Invoices
for the monthly retainer will be submitted on the first of each month and are
due upon receipt. Invoices for out of pocket expenses may be submitted on
a monthly basis and are due upon receipt. Timely payment is a material part of
the consideration for the performance of the Services. Time is of the essence.


 

















 


In the event that payment has not been made in accordance with the
terms of this Agreement, in addition to any other remedy, which Consultant may have
under law or equity, Consultant may stop work immediately, without further
duty, obligation, and/or liability.


 


9. CONTRACT CEILING PRICE. For
time and material or unit price contracts with a contract ceiling, if at any
time Consultant has reason to believe that an increase in such limitation will
be necessary, it will give prior notice to that
effect providing a written estimate to complete the Services and proposing a
new limitation figure and giving appropriate supporting data so that Client
may, at its sole discretion, increase such limitation by written modification
to this Agreement.


 


Consultant shall not be required to perform the Services to the
extent that such performance exceeds the ceiling price of this Agreement. In
the event of a dispute relating to the contract-ceiling price, such dispute
shall be resolved in accordance with the Disputes clause of this Agreement.


 


10. CURRENCY OF PAYMENT. Unless
otherwise set forth in this Agreement, all payments shall be made in United
States Dollars ($US). Where exchange rates are involved, the rate of exchange
between $US and the other currency involved in the transaction shall be the
rate of exchange as of the date of invoice. The date of each invoice shall be
clearly marked on each invoice.


 


11. LIMITATIONS OF LIABILITY. IN
NO EVENT SHALL CONSULTANT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR
CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING BUT NOT LIMITED TO LOST PROFITS OR
INTERRUPTION OF BUSINESS) ARISING OUT OF OR RELATED TO THE SERVICES PROVIDED
UNDER THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.


 


12. HEALTH & SAFETY.
Client shall notify Consultant of any known or suspected hazards existing at
any site where the Services are to be provided, including but not limited to,
hazardous waste, substances or materials and underground utilities.


 


13. CONFLICT OF INTEREST. The
Client acknowledges that the Consultant provides similar services for a broad
range of other clients and agrees that Consultant shall be free to work for
other clients in matters that do not involve the use of any Proprietary
Information that has been disclosed by the Client under the terms of this
Agreement or do not directly relate to the specific Services provided by the
Consultant to the Client under this Agreement.


 


14. FORCE MAJEURE. Neither
party shall be responsible for any delay or failure in performance, other than
the obligation to make payments for work previously performed, to the extent
that such delay or failure was caused by a force majeure event including Act of
God, war, civil disturbance, governmental action, labor dispute unrelated to
and without fault or negligence of the party claiming the force majeure event,


 

















 


computer virus, or denial of access to the site or any other event
beyond the reasonable control of the claiming party. For the duration of this
Agreement, Consultant will keep a back-up copy of all important documents
related to the Project.


 


Performance
under this Agreement shall resume promptly once the cause of delay or failure
ceases and an equitable adjustment shall be made to the price and/or schedule of
the Services including any mobilization or demobilization costs of Consultant.


 


15. CHANGED CONDITIONS. The
discovery of any hazardous waste, substance or material; underground
obstruction; underground utilities; or other latent obstruction to the
performance of the Services to the extent that such conditions are not the
subject of the Services, and to the extent that such conditions were not
brought to the attention of the Consultant prior to execution of this
Agreement, or any change in law that materially affects the obligations or
rights of either party under this Agreement, shall constitute a materially
different site condition entitling the Consultant to an equitable adjustment in
the contract price, time of performance, or both, as appropriate. If the change
materially changes the nature of the Services, the Consultant may terminate
this Agreement as a result of such changed conditions.


 


16. CHANGES TO THE SERVICES.
The Client may direct changes within the general Scope of Work. Upon
notification of such direction, the Consultant shall prepare an estimate of the
additional costs and time required, if any, to perform the change. Upon
mutual written agreement, Consultant shall perform the change and an
equitable adjustment shall be made to the price and/or time schedule as
appropriate.


 


17. DISPUTES. Any
dispute relating to this Agreement shall be submitted to a panel consisting of
at least one representative of each party who shall have the authority to enter
into an agreement to resolve the dispute. The panel shall meet for a maximum of
three (3) days. Should this dispute resolution be unsuccessful, or if the
panel has failed to meet within two (2) weeks of demand for such a meeting
by either party, the matter may be submitted by either party to
arbitration and no written or oral representation made during the course of any
panel proceeding or other settlement negotiations shall be deemed to be a party
admission.


 


The arbitration shall be conducted in accordance with the Arbitration Rules of
the American Arbitration Association. The award rendered by the arbitrators
shall be final and judgment may be entered upon it in accordance with the
applicable law in any court having jurisdiction thereof. The arbitration shall
take place in Washington, DC and the laws of the District of Columbia shall
apply. Furthermore, in all events, no party shall be liable for indirect,
special, consequential or punitive damages.


 


18. THIRD PARTY LITIGATION. In
the event that any litigation, proceeding, or claim (including any
investigation which may be preliminary thereto) involving the Services
performed by Consultant is commenced by a third party, Consultant shall
furnish, if compelled by law or upon the reasonable request of Client, such
person or persons from Consultant’s organization as are familiar with the
matters embraced within


 

















 


the knowledge of Consultant’s personnel to
testify as witnesses and to provide Consultant’s records and such other
information and assistance in connection with such litigation, proceeding or
claim (or investigation preliminary thereto). To the extent Consultant may be
required, either by law or at the request of Client, to provide such testimony,
records, information, or assistance, Client shall reimburse Consultant for the
reasonable value of its services at its then prevailing rate for comparable
work, based on the time expended, and for Consultant’s out-of-pocket expenses
incurred in connection therewith in accordance with the provisions of this
Agreement.


 


19. INDEPENDENT CONTRACTOR.
The Consultant is an independent contractor and shall not be deemed to be an
employee or agent of the Client. Consultant shall indemnify and hold Client
harmless against all liability and loss resulting from Consultant’s failure to
pay all taxes and fees imposed by the government under employment insurance,
social security and income tax laws with regard to Consultant’s employees
engaged in the performance of this Agreement.


 


20. NON-SOLICITATION OF EMPLOYEES. Neither
party shall solicit for employment or hire the employees of the other party
involved in the management or performance of the Services during the term of
this Agreement and for one year thereafter.


 


21. NONWAIVER. No
waiver of any breach of this Agreement shall operate as a waiver of any similar
subsequent breach or any breach of any other provision of this Agreement.


 


22. SEVERABILITY. If
any provision of this Agreement is held invalid by a court of competent
jurisdiction, such provision shall be severed from this Agreement and to the
extent possible, this Agreement shall continue without affect to the remaining
provisions.


 


23. ASSIGNMENT/SUBCONTRACTS. Neither
party may assign this Agreement without the written consent of the other
party, which shall not unreasonably be withheld.


 


24. DRAFTING PARTY. Each
party has reviewed this Agreement and any question of interpretation shall not
be resolved by any rule of interpretation providing for interpretation
against the drafting party. This Agreement shall be construed as though drafted
by both parties.


 


25. GOVERNING LAW. The
validity, enforceability and interpretation of this Agreement shall be
determined and governed by the laws of the District of Columbia and, where
applicable by virtue of preemption, under the laws of the United States of
America.


 


26. CAPTIONS. The
captions and headings of this agreement are intended for convenience and
reference only, do not affect the construction or meaning of this agreement and
further do not inform a party of the covenants, terms or conditions of
this Agreement or give full notice thereof.


 

















 


27. ADDITIONAL INSTRUMENTS. The
parties agree to provide the other with any and all documents required to carry
out any and all obligations in connection with the agreement as set forth
herein.


 


28. NO AGENCY. Except
as specifically set forth otherwise, it is agreed and understood that neither
party hereto is, by this Agreement or anything herein contained, constituted or
appointed agent or representative of the other for any purpose whatsoever, nor
shall anything in this Agreement be deemed or construed as granting either
party any right or authority to assume or to create any obligation, warranty or
responsibility, express or implied, for or in behalf of the other.


 


29. ORDER OF PRECEDENCE.
In the event of a conflict in the terms and conditions of this Agreement, the
following order of precedence shall apply:


 


A.                         This Agreement


B.                          The Rate Schedule (Appendix
C)


C.                          The Scope of Work (Appendix
B)


D.                         The General Terms and
Conditions


(Appendix A)


E.                          Task Orders (if applicable)


F.                          Other Contract Documents


 


30. ENTIRE AGREEMENT.
The parties acknowledge that they have read this Agreement, understand it and
agree to be bound by its terms. This Agreement supersedes all prior agreements,
whether written or oral, relating to the subject matter hereof. No modification
or change to this Agreement shall be binding unless such modification or change
is in writing and signed by an authorized representative of each party.


 


31. OTHER.
Neither Party shall disseminate or make use
of any materials making reference to the other Party, without the other Party’s
written consent. Neither Party shall make any statements or promises relating
to the other Party or its Services or any use of the other Party’s name, which
is not authorized in writing by the other Party.


 


32. TERMINATION. This
agreement may be terminated at any time by either party provided the
requesting party provides the other with 30 days written notice. In this event,
Client shall pay for services rendered through the date of termination. Either
party may also immediately terminate this Agreement upon a material breach
of this Agreement, with no further payment or service obligation.


 

















 


APPENDIX B


 


Scope of
Work


 


The Consultant will perform the
following services:


 


•        In an effort to increase market share, assist
client with the introduction of their product (the Aegis RadioBridgeTM) and provide facilitation, consultation
and strategic advisory services for Client with public safety and governmental
entities (local, State and Federal), Non-governmental Organizations (NGOs) and
domestic and international public and private sector entities.


 

















 


APPENDIX C


 


Rate
Schedule


 


Compensation. Compensation
for services will be based as follows:


 


For services performed under Appendix B, Consultant shall be paid
a monthly retainer of $10,000.


 


In addition,
within 30-days of signing this Agreement, Consultant shall receive compensation
in the amount 1 million warrants to purchase 1 million shares of common stock
at 30 cents per share.


 


In addition,
Consultant shall be reimbursed for all out-of-pocket expenses reasonably
associated with services performed and in accordance with Consultant’s expense
reimbursement policy. Expenses shall be approved in advanced by Client.