Exhibit 1. 4
FINANCIAL CONSULTING AGREEMENT
AGREEMENT made this
th
day of 1996, by and between CASTLE SECURITIES
CORP., 00 Xxxxxx Xxxxxx, Xxxxx #00, Xxxxxxxx, Xxx Xxxx, a New
York corporation
(hereinafter referred to as "Castle") and WORLDWIDE FOREST
PRODUCTS, INC., 000
Xxxxxxxx
, Xxxxxxxxxx, Xxxxxxxxxxx, a Colorado corporation (hereinafter
referred to as "the Company").
WITNESSETH
:
WHEREAS, the Company is filing a registration statement with
the
Securities and Exchange Commission ("SEC") in connection with a
proposed
public offering of its securities to be underwritten by Castle;
and
WHEREAS, as part of the underwriting agreement the Company
has agreed to
retain Castle as a financial consultant;
NOW, THEREFORE in consideration of the promises and mutual
covenants
herein set forth it is agreed as follows:
1. The Company hereby retains Castle as a financial
consultant and Castle
shall provide to the Company when requested by the Company from
time to time
during normal business hours consultation concerning but not
limited to
shareholder relations, including preparation of the annual report
and other
releases, assisting in long term financial planning, corporate
reorganization
and expansion, possible acquisition opportunities, capital
structure,
borrowings
and other financial assistance. Notwithstanding the foregoing,
Castle shall be under no obligation to provide services hereunder
more
frequently than sixteen hours during each month during the term
hereof.
2. This agreement shall become effective upon the Effective
Date of the
Company's public offering and shall continue for a period of one
(1) year
thereafter.
3. As compensation for its services, the Company shall, at
the closing of
the Company's public offering, pay Castle a sum equal to one (1%)
percent of
the total proceeds of the offering and an amount equal to one
(1%) of the
total dollar amount of sales effected by Castle and/or any
broker/dealer
procured by Castle.
4. Castle covenants that all information concerning the
Company, including
proprietary information, which it obtains knowledge of as a
result of the
services rendered pursuant to this contract shall be kept
confidential and
shall not be used by Castle except for the direct benefit of the
Company or
disclosed by Castle to any third party without the prior written
approval of
the Company.
5. Castle and the Company hereby acknowledge that Castle is
an independent
contractor. Castle shall not hold itself out as, nor shall it
take any action
from which others might infer that it is a partner of agent of or
a joint
venturer of the Company. In addition, Castle shall take no action
which binds,
or purports to bind, the Company.
6. This Agreement contains the entire agreement between the
parties. It
may not be changed except by agreement in writing signed by the
party against
whom enforcement of any waiver, change, discharge, or
modification is sought.
Waiver of or failure to exercise any rights provided by this
Agreement in any
respect shall not be deemed a waiver of any further or future
rights.
7. In the event of any dispute of or under the terms of this
Agreement,
then and in such event, each party hereto agrees for itself, its
successors
and assigns, that the same shall be submitted to the American
Arbitration
Association in the City of New York or in Nassau County, New York
for their
decision and determination in accordance with the rules and
regulations then
obtaining of the said Association. Each of the parties agrees
that such
decision and/or award which may be made by the Association may be
entered as
judgment of the Courts of the State of New York, and shall be
enforceable as
such.
8. This Agreement shall be construed according to the laws of
the State of
New York.
9. This Agreement shall be binding upon the parties, their
successors and
assigns; provided, however, that Castle shall not permit any
other person or
entity to assume its obligations hereunder without the prior
written approval
of the Company which approval shall not be unreasonably withheld
and notice of
the Company's position shall be given within ten (10) days after
approval has
been requested.
IN WITNESS WHEREOF, the parties hereto have executed or
caused these
present to be executed as of the day and year first above
written.
CASTLE SECURITIES CORP.
By:
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WORLDWIDE FOREST PRODUCTS,
INC.
By:
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