**Exhibit4.4**

 

**CONSULTING AGREEMENT**

 

 

                AGREEMENT made asof this 8th day of May 2003, between Centiv, Inc. (“CNTV”) with offices locatedat 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 apublicly held corporation, and

 

                WHEREAS, CNTVdesires to retain Consultant to provide public and investor relations servicesfor CNTV.

 

                NOW, THEREFORE, inconsideration 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 andshall extend thereafter for a period of 90 days (the “Term”).  Thereafter, the parties hereto may renewthis Agreement by mutual consent.

2.                                       **CONSULTING SERVICES**.  During theterm of this Agreement, Consultant shall provide public and investor relationsservices (collectively, the “Services”) to CNTV, which Services shall be gearedto result in improved stock trading volume, higher stock price multiples, abroader following by analysts and institutions and new investmentrecommendations and providing directly, or managing the delivery of, a widerange of services, including, but not limited to:

(a)   Proactive marketing of CNTV’s common stockdirectly to influential security analysts, stockbrokers and portfolio managersand investors selected from Consultant’s proprietary database of investmentleaders across the country and abroad.

(b)   Arranging meetings between CNTV’s managementand current and/or potential investors, either in small groups or on aone-to-one basis, to establish ongoing relationships; and periodicallysupplementing these meetings with presentations at investment industrysponsored forums, through quarterly conference calls, and by quarterly mailingsof CNTV’s corporate profile.

(c)   Assisting CNTV in gaining media coverage bothlocally and nationally.  Consultant willalso target certain Internet, advisory services as well as monitor variousother Internet activities.

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

 

1

----

 

notification ofconference calls and mailings of CNTV’s 10K’s and 10Q’s plus annual and anycorporate updates.

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

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

(g)   Preparing presentations relating to CNTV formeetings with analysts, stock brokers, portfolio managers, and any largeinvestors, as well as any sponsored forums.

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

(i)    Advising CNTV’s management concerningmarketing ideas, investor profile information, methods of expanding CNTV’sinvestor support and increasing investor awareness of CNTV and their productsand/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 assistanceas Consultant and CNTV shall deem necessary or appropriate to enhance CNTV’sbusiness.

3.             **APPROVAL OF INFORMATION**.  All information disseminated by Consultantregarding CNTV shall be derived from information provided by CNTV to Consultant(the “Information”).  Consultant willobtain CNTV’s prior approval to distribution or dissemination of allInformation.  Consultant shall make norepresentations, warranties or guarantees on behalf of CNTV without CNTV’sprior written consent.

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

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

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

 

2

----

 

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

5.                                       **PERSONNEL**.  Consultantis, and shall be, an independent contractor, and no personnel utilized byConsultant in providing Services hereunder (the “Personnel”) shall be deemed tobe an employee or agent of CNTV.

Moreover, neitherconsultant nor any such Personnel shall be empowered hereunder to act on behalfof CNTV.  Consultant shall have sole andexclusive responsibility and liability for, and to, such Personnel, andConsultant alone shall be responsible to make, and shall make, all necessary orappropriate 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 anysocial security, unemployment insurance, worker’s compensation law or otherfederal, 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 assignableby either party hereto.  This Agreementshall, however, be binding upon and shall inure to the benefits of the partiesand their successors.

7.                                       **CONFIDENTIALITY**.  NeitherConsultant nor any of the Personnel, its consultants, other employees, orofficers or directors shall disclose any knowledge or information it has, orthey have obtained in the course of performing the Services provided forherein, which knowledge or information concerns the confidential affairs ofCNTV with respect to CNTV’s business or finances, without the prior writtenconsent of CNTV.

8.                                       **COMPLIANCE AND GOVERNING LAW**. Consultant, together with its agents, employees and associates, shalltake all necessary, appropriate and reasonable steps to provide the Services inaccordance with both the securities laws of the United States and the severalStates, and pursuant to the rules and regulations promulgated thereunder, aswell as in accordance with the rules and regulations of the NationalAssociation of Securities Dealers, and Consultant agrees to indemnify and holdharmless CNTV for any violation of the foregoing.  The terms and provisions of this Agreement will be enforced inaccordance with the laws of the State of Delaware, without regard to itsconflicts of law principles.

9.                                       **NOTICE**.  Noticehereunder shall be in writing and shall be deemed to have been given (a) at atime when deposited for mailing in a receptacle under the control of the UnitedStates Postal Service, by registered or certified mail, prepaid, return receiptrequested, or (b) on the business day following deposit with a reputable

 

3

----

 

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

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

11.                                 **NO OTHER AGREEMENTS**.  ThisAgreement supersedes all prior understandings, written or orally givenincluding without limitation the agreement dated April 30, 2001, which ishereby terminated and constitutes the entire Agreement between the partieshereto with respect to the subject matter hereof.  No waiver, modification or termination of this Agreement shall bevalid unless in writing signed by each of the parties hereto.

                **IN WITNESSTHEREOF**, the parties have hereunto set their hands and seal the dayand year first above written.

 
|                           |                    |   |            |
|--------------------------------|-------------------------|--------|-----------------|
| **PIEDMONT  CONSULTING, INC.** |                    |   | **CENTIV INC.** |
|                           |                    |   |            |
| By:                            | /s/ Keith Fetter        |   | By:             | /s/ Tom Mason |
|                           | Keith Fetter, President |   |            |   | Tom Mason, CFO |
|                           |                    |   |            |
|                                |                         |        |                 |  |  |  |  |

 

 

4

----