Exhibit 4.8
FINANCIAL ADVISORY AGREEMENT
June 10, 2005
Xxx Xxxxxxxxxxxx
CEO
Branded Media Corporation
000 Xxxxxxx Xxxxxx - Xxxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Eve:
The purpose of this letter is to confirm the engagement of Westminster
Securities Corp. ("Westminster") by Branded Media Corporation (the "Company") to
render financial advisory services to the Company.
1. Engagement of Consultant. The Company hereby engages Westminster and
Westminster hereby agrees to render services to the Company as a corporate
finance consultant.
2. Services. During the term of this Agreement, Westminster shall provide
advice to, and consult with, the Company concerning business and financial
planning, corporate organization and structure, and private and public equity
and debt financing. Such advice and consultation is hereinafter referred to as
"Financial Services". The Financial Services shall be provided to the Company in
such form, manner and place as the Company reasonably requests. Westminster
shall not by this Agreement be prevented or barred from rendering services of
the same or similar nature, as herein described, or services of any nature
whatsoever for, or on behalf of persons, firms, or corporations other than the
Company.
3. Extent of Consulting Services Provided. Westminster shall be available
to provide Financial Services for not more than thirty (30) hours per month
during the term of this Agreement ("Maximum Financial Services"). Westminster
may, but shall not be required to, devote such additional time to the Company as
may be requested by the Company for the purpose of providing additional
Financial Services ("Additional Financial Services").
4. Term. The term of this Agreement shall be a period commencing on the
date of this Agreement and continuing through June 10, 2006; provided, however,
that either party may terminate this Agreement without liability to the other
upon thirty (30) days' prior written notice.
5. Compensation. As compensation for the Financial Services, the Company
shall pay Westminster or its designees in restricted stock of Branded Media
Corporation as reported by Bloomberg (currently quoted on the Pink Sheets under
symbol BMCP). The first payment will be due immediately upon signing of this
engagement letter. The shares of Common Stock shall be non-refundable and
non-cancelable and shall be "restricted securities" under the Securities Act of
1933, with piggyback registration rights.
6. Disclaimer of Responsibility for Acts of the Company. The obligations of
Westminster described in this Agreement consist solely of Financial Services to
the Company. In no event shall Westminster be required by this Agreement to act
as the agent of the Company or otherwise to represent or make decisions for the
Company. All final decisions with respect to acts of the Company or its
affiliates, whether or not made pursuant to or in reliance upon information or
advice furnished by Westminster hereunder, shall be those of the Company or such
affiliates, and Westminster shall under no circumstances be liable for any
expense incurred or loss suffered by the Company as a consequence of such
decisions.
7. Indemnification. The Company shall indemnify and hold Westminster and
his representatives and agents (including his attorneys and advisors) (together,
the "Westminster Indemnified Parties"), harmless against any and all
liabilities, claims and lawsuits, including any and all awards and/or judgments
to which they may become subject under the Securities Act or any other federal
or state statute, or at common law or otherwise, insofar as said liabilities,
claims and lawsuits (including awards and/or judgements) arise out of or are in
connection with this Agreement, except to the extent such liabilities, claims
and lawsuits are due primarily to Westminster's negligence or misconduct. In
addition, the Company shall also indemnify and hold the Westminster Indemnified
Parties harmless against any and all costs and expenses, including reasonable
legal fees incurred or related to the foregoing.
Westminster shall indemnify and hold the Company and each of its officers,
directors, employees, representatives, agents (including its attorneys and
advisors), sureties, guarantors, and each person who controls the Company within
the meaning of Section 15 of the Securities and Exchange Act of 1934 (together,
the "Company Indemnified Parties"), harmless against any and all liabilities,
claims and lawsuits, including any and all awards and/or judgments to which they
may become subject under the Securities Act or any other federal or state
statute, or at common law or otherwise, insofar as said liabilities, claims and
lawsuits (including awards and/or judgements) arise out of or are in connection
with this Agreement, except to the extent such liabilities, claims and lawsuits
are due primarily to the Company's negligence or misconduct. In addition,
Westminster shall also indemnify and hold the Company Indemnified Parties
harmless against any and all costs and expenses, including reasonable legal fees
incurred or related to the foregoing.
The indemnified party shall give the other party prompt notice of any such
liability, claims or lawsuit which it contends is the subject matter of such
party's right to indemnification hereunder and the other party thereupon shall
be granted the right to take any and all necessary and proper action, at its
sole cost and expense, with respect to such liability, claim or lawsuit,
excepting therefrom any and all proceeds or hearings before any regulatory
bodies and/or authorities.
The provision shall survive the termination of this Agreement.
8. Confidentiality. Except to the extent authorized by the Company or
required by any federal or state law, rule or regulation or any decision or
order by any court or regulatory authority, Westminster agrees that it will not
disclose to any person, other than to any officer, director, employee, agent
attorney, accountant or employee of Westminster who needs to know the
information in connection with the performance of Westminster's services under
this Agreement, any confidential information received by Westminster from the
Company or its officers, directors, employees, consultants, counsel and
independent accountants in connection with the performance of Westminster's
services under this Agreement, provided that information shall not be deemed to
be confidential if such information (i) is or becomes generally available to the
public, other than as a result of a breach of this Agreement by Westminster from
independent sources. Westminster agrees that is agents and employees and persons
retained by Westminster who shall perform services for or on behalf of
Westminster in connection with the services to be performed by Westminster under
this Agreement shall be advised by Westminster of the foregoing confidentiality
obligations and thereby also be bound by the provision hereof.
Any advice proved to the Company by Westminster pursuant to this Agreement
is solely for the information and assistance of the Board of Directors of the
Company. Such advice shall be treated as confidential information, shall not be
disclosed publicly in any manner without Westminster's prior written approval
and shall not be relied upon by the Company's shareholders or any third party.
Any reference to Westminster or to any affiliate of Westminster in any release
or communication to any party outside the Company is subject to Westminster's
prior written approval. If this Agreement is terminated prior to any release or
communication, no reference shall be made to Westminster without Westminster's
prior written approval. Any approvals of Westminster under this paragraph shall
not be unreasonably withheld.
9. Amendment. No amendment to this Agreement shall be valid unless such
amendment is in writing and is signed by authorized representatives of all the
parties to this Agreement.
10. Waiver. Any of the terms and conditions of this Agreement may be waived
at any time and from time to time in writing by the party entitled to the
benefit thereof, but a waiver in one instance shall not be deemed to constitute
a waiver in any other instance. A failure to enforce any provision of this
Agreement shall not operate as a waiver of this provision or of any other
provision hereof.
11. Severability. In the event that any provision of this Agreement shall
be held to be invalid, illegal, or unenforceable in any circumstances, the
remaining provisions shall nevertheless remain in full force and effect and
shall be construed as if the unenforceable portion or portions were deleted.
12. Assignment. This Agreement shall be binding upon and inure to the
benefit of the parties and their respective successors and permitted assigns.
Any attempt by either party to assign any rights, duties, or obligations which
may arise under this Agreement without the prior written consent of the other
party shall be void.
13. Governing law. The validity, interpretation and construction of this
Agreement and each part thereof will be governed by the laws of the State of New
York.
14. Counterparts. This Agreement may be executed in any number of
counterparts, each of which may be deemed an original and all of which together
will constitute one and the same instrument.
15. Arbitration. The parties agree that all controversies which may arise
between them concerning any transaction, the construction, performance or breach
of this or any other agreement between them, whether entered into prior, on, or
subsequent to the date hereof, or any other matter, including but not limited
to, securities activity, investment advice or in any way related thereto, shall
be determined by mandatory, binding and non-appealable arbitration in New York,
NY, in accordance with the rules of the American Arbitration Association. This
shall inure to the benefit of and be binding upon the company, its officers,
directors, registered representatives, agents, independent contractors,
employees, sureties, and any person acting on its behalf in relation to acting
subject to this Agreement. Any award rendered in arbitration may be enforced in
any court of competent jurisdiction.
WESTMINSTER SECURITIES CORP.
/s/ Xxxx X. X'Xxxx, President
---------------------------------
By: Xxxx X. X'Xxxx, President
ACCEPTED & AGREED TO:
BRANDED MEDIA CORPORATION
/s/ Xxx Xxxxxxxxxxxx
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by: Xxx Xxxxxxxxxxxx, CEO
