THIS AGREEMENT is made as of September 27, 1999, between Vertex Industries, Inc., a New Jersey
corporation (the "Company") and Edwardstone & Company, Incorporated, a Delaware corporation ("EW").
WHEREAS, EW has initiated a series of transactions on behalf of the Company including procuring adequate
financing for it to purchase certain assets; and
WHEREAS, the Company is engaged in the business of producing and selling systems utilized in the collection
and processing of data, middleware, the identification of goods, services and individuals, solutions for the
automation of warehouse operations and the integration of disparate computing systems and applications, and
EW is experienced in business and organizational strategy, and financial and operational management; and
WHEREAS, the Company desires to retain EW to procure the ongoing services of Messrs. Hugo Biermann and
Nicholas Toms to provide investment banking, business and organizational strategy, and financial and
management services to the Company, upon the terms and conditions hereinafter set forth, and EW is willing to
undertake such obligations;
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties hereto agree as
The Company hereby engages EW and EW hereby agrees under the terms and conditions set forth herein to
procure certain services of Hugo Biermann and Nicholas Toms to the Company as described in Section 2 hereof.
2. Duties of HHB and NT; Other Services.
(a) EW shall procure on behalf of the Company the services of Hugo Biermann and Nicholas Toms to act as Co-
Chairmen and Chief Executive Officers of the Company during the term of this agreement to provide the
Company with business and organizational strategy, and financial and investment management and leadership
services. HHB and NT shall perform such management and other duties as reasonably requested from time to
time by the Board of Directors of the Company ("the Board of Director