Exhibit
4.4


 


CONSULTING AGREEMENT


 


 


                AGREEMENT made as
of this 8th day of May 2003, between Centiv, Inc. (“CNTV”) with offices located
at 998 Forest Edge Drive, Vernon Hills, Illinois 60061 and Piedmont Consulting,
Inc. with offices at 3131 Piedmont Road, Suite #205, Atlanta, Georgia 30305
(the “Consultant”).


 


                WHEREAS, CNTV is a
publicly held corporation, and


 


                WHEREAS, CNTV
desires to retain Consultant to provide public and investor relations services
for CNTV.


 


                NOW, THEREFORE, in
consideration of the premises and the mutual covenants hereinafter set forth,
Consultant and CNTV hereby agrees as follows:


 


1.                                       TERM; TERMINATION. This Agreement shall commence on the date hereof and
shall extend thereafter for a period of 90 days (the “Term”).  Thereafter, the parties hereto may renew
this Agreement by mutual consent.


2.                                       CONSULTING SERVICES.  During the
term of this Agreement, Consultant shall provide public and investor relations
services (collectively, the “Services”) to CNTV, which Services shall be geared
to result in improved stock trading volume, higher stock price multiples, a
broader following by analysts and institutions and new investment
recommendations and providing directly, or managing the delivery of, a wide
range of services, including, but not limited to:


(a)   Proactive marketing of CNTV’s common stock
directly to influential security analysts, stockbrokers and portfolio managers
and investors selected from Consultant’s proprietary database of investment
leaders across the country and abroad.


(b)   Arranging meetings between CNTV’s management
and current and/or potential investors, either in small groups or on a
one-to-one basis, to establish ongoing relationships; and periodically
supplementing these meetings with presentations at investment industry
sponsored forums, through quarterly conference calls, and by quarterly mailings
of CNTV’s corporate profile.


(c)   Assisting CNTV in gaining media coverage both
locally and nationally.  Consultant will
also target certain Internet, advisory services as well as monitor various
other Internet activities.


(d)   Establishing a VIP list of analysts, brokers,
portfolio managers, and investors that receive facsimiles and email addresses
of news releases, facsimile


 


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notification of
conference calls and mailings of CNTV’s 10K’s and 10Q’s plus annual and any
corporate updates.


(e)   Establishing a broader news distribution list
for direct facsimile and email addresses of CNTV.


(f)    Assisting and/or advising in the authoring
of press releases, including monitoring wire service coverage of CNTV for
accuracy and pickup.


(g)   Preparing presentations relating to CNTV for
meetings with analysts, stock brokers, portfolio managers, and any large
investors, as well as any sponsored forums.


(h)   Assisting in preparing information kits about
CNTV in response to press and/or investor inquiries.


(i)    Advising CNTV’s management concerning
marketing ideas, investor profile information, methods of expanding CNTV’s
investor support and increasing investor awareness of CNTV and their products
and/or services.


(j)    Creating literature (including layout,
printing and distribution to Consultant’s list of investors and stockbrokers)
describing CNTV’s business, products, marketing plans and financial potential.


(k)   Providing such other Services and assistance
as Consultant and CNTV shall deem necessary or appropriate to enhance CNTV’s
business.


3.             APPROVAL OF INFORMATION.  All information disseminated by Consultant
regarding CNTV shall be derived from information provided by CNTV to Consultant
(the “Information”).  Consultant will
obtain CNTV’s prior approval to distribution or dissemination of all
Information.  Consultant shall make no
representations, warranties or guarantees on behalf of CNTV without CNTV’s
prior written consent.


4.             COMPENSATION.  Subject to Consultant’s compliance with the terms and conditions
herein set forth, and in full consideration of the Services provided by
Consultant hereunder, CNTV shall deliver to Consultant, as its consulting fee
(the “Fee”), and Consultant shall accept as full payment thereof, a fee
consisting of:


(a)   the grant of 25,000 shares of CNTV Common
Stock;


(b)   the grant of an additional 35,000 shares of
CNTV Common Stock; provided that the CNTV Common Stock closing bid price is
equal to or greater than $1.00 for 10 consecutive trading days prior to June 9,
2003 (the “Target”).  If Target is not
reached as described above (or CNTV Common Stock otherwise fails to maintain
NASDAQ listing) Consultant will not receive these shares.


 


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(c)   if the Target is reached and the CNTV
otherwise maintains listing on NASDAQ, CNTV shall extend, for an additional 2
years (i.e. 7/3/05), the expiration of the warrants initially issued to
Consultant on July 3, 2001 for the purchase of 60,000 shares of CNTV Common
Stock at an exercise price of $1.15.


5.                                       PERSONNEL.  Consultant
is, and shall be, an independent contractor, and no personnel utilized by
Consultant in providing Services hereunder (the “Personnel”) shall be deemed to
be an employee or agent of CNTV.


Moreover, neither
consultant nor any such Personnel shall be empowered hereunder to act on behalf
of CNTV.  Consultant shall have sole and
exclusive responsibility and liability for, and to, such Personnel, and
Consultant alone shall be responsible to make, and shall make, all necessary or
appropriate employee contributions, withholdings and payments for all taxes,
insurance premiums, and social security contributions to be collected, withheld,
filed and paid with respect to all such Personnel; whether pursuant to any
social security, unemployment insurance, worker’s compensation law or other
federal, state, or local law now in force and effect, or hereinafter enacted.


6.                                       NON-ASSIGNABILITY.  The rights,
obligations and benefits established by this Agreement shall not be assignable
by either party hereto.  This Agreement
shall, however, be binding upon and shall inure to the benefits of the parties
and their successors.


7.                                       CONFIDENTIALITY.  Neither
Consultant nor any of the Personnel, its consultants, other employees, or
officers or directors shall disclose any knowledge or information it has, or
they have obtained in the course of performing the Services provided for
herein, which knowledge or information concerns the confidential affairs of
CNTV with respect to CNTV’s business or finances, without the prior written
consent of CNTV.


8.                                       COMPLIANCE AND GOVERNING LAW. 
Consultant, together with its agents, employees and associates, shall
take all necessary, appropriate and reasonable steps to provide the Services in
accordance with both the securities laws of the United States and the several
States, and pursuant to the rules and regulations promulgated thereunder, as
well as in accordance with the rules and regulations of the National
Association of Securities Dealers, and Consultant agrees to indemnify and hold
harmless CNTV for any violation of the foregoing.  The terms and provisions of this Agreement will be enforced in
accordance with the laws of the State of Delaware, without regard to its
conflicts of law principles.


9.                                       NOTICE.  Notice
hereunder shall be in writing and shall be deemed to have been given (a) at a
time when deposited for mailing in a receptacle under the control of the United
States Postal Service, by registered or certified mail, prepaid, return receipt
requested, or (b) on the business day following deposit with a reputable


 


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overnight
courier for overnight delivery; each addressed to the respective party at the
address as such party may fix by notice given pursuant to this paragraph.


10.                                 INDEMNIFICATION.  Each party
shall indemnify, defend and hold the other harmless from and against any and
all claims, actions, damages, demands, liabilities, costs and expenses,
including reasonable attorney’s fees and expenses, resulting from any act or
omission of the acting party or its employees under this Agreement.


11.                                 NO OTHER AGREEMENTS.  This
Agreement supersedes all prior understandings, written or orally given
including without limitation the agreement dated April 30, 2001, which is
hereby terminated and constitutes the entire Agreement between the parties
hereto with respect to the subject matter hereof.  No waiver, modification or termination of this Agreement shall be
valid unless in writing signed by each of the parties hereto.


                IN WITNESS
THEREOF, the parties have hereunto set their hands and seal the day
and year first above written.


 


	
   

  	
   

  	
   

  	
   

  
	
  PIEDMONT
  CONSULTING, INC.

  	
   

  	
   

  	
  CENTIV INC.

  
	
   

  	
   

  	
   

  	
   

  
	
  By: 

  	
  /s/ Keith Fetter

  	
   

  	
  By: 

  	
  /s/ Tom Mason

  
	
   

  	
  Keith Fetter, President

  	
   

  	
   

  	
   

  	
  Tom Mason, CFO

  
	
   

  	
   

  	
   

  	
   

  
								



 


 


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