FINANCIAL SERVICES AGREEMENT
THIS AGREEMENT is entered into on this 29th day of April, 1999
by and between BRIDGEWATER CAPITAL CORPORATION (hereinafter
"BCC") and INTERNET GOLF ASSOCIATION, INC., a Corporation
(hereinafter "Client").
HEREAFTER, the Client and BCC are referred to collectively as
"Parties", and singularly as "Party".
WHEREAS, the Parties desire to set forth the terms and
conditions under which the said services shall be performed.
NOW, THEREFORE, in consideration of the promises of the mutual
covenants herein, the Parties hereto agree as follows:
ARTICLE I-SCOPE OF SERVICES
BCC agrees to perform for the Client, beginning immediately on
the date this Agreement is signed by all Parties, the financial
services described as follows:
(a) BCC will advise the Client on equity capital, debt
financing, bridge loans etc.
(b) BCC will perform corporate development activities,
including, but not limited to, assisting in locating merger
candidates, acquisition candidates, divestiture opportunities,
spin-off opportunities, strategic alliances or partnerships, any
other opportunities to enhance shareholder value, advise company
on Financial Public Relations firms, services, techniques, press
releases, shareholder letters etc.
(c) BCC will advise Client and perform research on specific
investment opportunities which may come to the attention of BCC
or Client and provide research on general market conditions.
Client agrees that BCC will not advise Client on the
appropriateness of an investment, but merely collect, analyze
and summarize data.
(d) BCC will locate and coordinate market maker coverage of
Client stock.
(e) BCC will also perform other duties from time to time as
requested by Client, provided that in no event will BCC perform
the services of an investment advisor.
(f) In rendering these services, BCC may develop creative works
for Client, including but not limited to inventions,
discoveries, improvements, developments, processes, drawings,
computer software or other work which may be protectable by
copyright, patent or trade secrecy law. BCC agrees that all
such work shall be considered to be "work for hire" and that all
ownership and rights of copyright, patent, or trade secrecy
pertaining to such work shall become the property of the Client.
BCC agrees to assign and does hereby assign all its rights in
and to the foregoing, whether or not patentable or
copyrightable, to the Client. BCC agrees that all information
disclosed to it about the
Client's products, processes and services are the sole property
of the Client and BCC will not assert any rights to any
confidential or proprietary information or material, nor will
BCC directly or indirectly, except as required in the conduct of
their duties under this Agreement, disseminate or disclose any
such confidential information.
(g) Additional special projects, such as annual reports,
quarterly reports, video presentations, personal presentations
etc. will be performed and billed separately as mutually agreed
upon by all Parties.
ARTICLE II-PERIOD OF PERFORMANCE
The period of performance under this Agreement shall begin
immediately upon signing and will continue for a primary six (6)
month term. This Agreement will automatically renew for an
additional six (6) month term unless 30 days written notice is
provided by Client prior to expiration/renewal. This Agreement
can be terminated by either party with 60 days written notice.
Upon termination, the compensation terms in Article IV below
will remain in full force and effect for any transaction
completed between Client and a source/transaction introduced by
or through BCC for a period of one year after said introduction.
ARTICLE III-CONTRACTUAL RELATIONSHIP
In performing the services under this agreement, BCC shall
operate as, and have the status of, and independent contractor.
BCC shall not have authority to enter into any contract binding
the Client, or create any obligations on the part of the Client,
except as shall be specifically authorized by the Client. The
Client and BCC will be mutually responsible for determining the
means and the methods for performing the services described in
ARTICLE I.
ARTICLE IV-COMPENSATION
As full consideration for the performance of the basic services
described above, the Client shall pay BCC compensation as follows:
(a) A number of shares of common stock of client equal to 2.5%
of the then outstanding shares as of the close of trading on the
opening day.
(b) Warrants to purchase 600,000 shares of Clients common stock.
These warrants will be five year, non-callable, non-cancelable,
assignable and contain immediate piggyback registration rights
on the underlying shares. The exercise price will be equal to
the opening day closing bid price of the Clients common stock.
These warrants will be earned pro-rata over the term of the
Agreement.
(c) $5,000 per month consulting fees that are earned and accrued
starting on the date of the signing of this Agreement and with
the remaining payments earned on each monthly anniversary
thereafter. These payments are not payable until such time as a
minimum of $1,000,000 gross has been infused into Client from any
source. At that date, all payments earned and accrued yet
unpaid, are immediately due and payable and all subsequent
payments will be due and payable when earned.
(d) A Finders Fee, using the Xxxxxx Formula, on any mergers or
acquisitions of or by Client, by, of, or through contacts
introduced through BCC. This fee is due and payable, in like
kind, at said merger date. The fee will be calculated using the
total value of the amount(s) paid for the Acquisition whether in
stock, cash, notes, assets, warrants etc.
(e) For any straight debt transactions with Client by or through
a source introduced by BCC, BCC will be entitled to a 2.0%
Finders Fee.
(f) A Finders Fee for equity capital raised by or through BCC on
terms to be negotiated prior to closing any equity transaction.
(g) For any and all joint ventures and/or licensing fee
arrangements with Client to or from sources introduced by or
through BCC, BCC will be entitled to a royalty equal to 5% of
the gross sales/licensing fees generated by Client through said
source(s).
(h) Upon presentation of invoices from BCC, Client shall
reimburse BCC for any and all reasonable and normal business
expenses incurred by BCC in connection with the performance of
the services provided herein; provided, however, any single
expense in excess of $200 will require the approval of the
Client to incur such expense.
ARTICLE V-COMPANY INFORMATION
Since BCC must at all times rely upon the accuracy and
completeness of information supplied to it by the Client's
officers, directors, agents, and employees, the Client agrees to
indemnify, hold harmless, and defend BCC, it's officers, agents
or employees at the Clients expense, in any proceeding or suit
which may arise out of and/or due to any inaccuracy or
incompleteness of such material supplied by the Client to BCC.
ARTICLE VI-ASSIGNMENT
This Agreement is intended to be binding upon and shall inure to
the benefit of the Parties, their successors and assigns.
ARTICLE VII-REPRESENTATIVE AND NOTICES
Notices provided for hereunder shall be in writing and may be
served personally to the Client's representative and BCC's
representative at their respective place of business or by
registered mail to the address of each Party or may be
transmitted by fax.
ARTICLE VII-ARBITRATION/JURISDICTION OF COURT
Any controversy or claim arising out of or relating to this
Agreement, or the breach thereof, shall be settled by arbitration in the
County of Orange, California, U.S.A., in accordance with the rules of the
American Arbitration Association there in effect, except that
the Parties thereto shall have any right to discovery as would
be permitted by the Federal Rules of Civil Procedure and the
prevailing Party shall be entitled to reasonable costs and
reasonable attorney's fees from arbitration or any other civil
action. Judgment upon the award rendered therein may be entered
in any Court having jurisdiction thereof. Jurisdiction for any
legal action is stipulated between the Parties to lie in the
County of Orange, California, U.S.A.
ARTICLE IX-MISCELLANEOUS
This Agreement constitutes the entire agreement between the
Client and BCC relating to providing financial services. It
supersedes all prior or contemporaneous communications,
representations or agreements, whether oral or written, with
respect to the subject matter hereof and has been induced by no
representations, statements or agreements other than those
expressed herein. No agreements hereafter made between the
Parties shall be binding on either Party unless reduced to
writing and signed by an authorized officer of the Party bound
thereby.
IN WITNESS WHEREOF, the Parties hereto have caused this
Agreement to be executed by their duly authorized officers.
BRIDGEWATER CAPITAL CORP. INTERNET GOLF ASSOC., INC.
/s/ Xxxx X. Xxxxxxx /s/ Xxxxxxx Xxxxxxxxxx
____________________________ _______________________________
BY: XXXX X. XXXXXXX BY: XXXXXXX XXXXXXXXXX
PARTNER PRESIDENT, CEO
____________________________ _______________________________
DATE DATE
