EXHIBIT 4.6
CONSULTING AGREEMENT
____________, 1998
Galacticomm Technologies, Inc.
0000 X.X. 00xx Xxxxxx, Xxxxx 000
Xx. Xxxxxxxxxx, Xxxxxxx 00000
Attention: Mr. Xxxxx Xxxx
Chief Executive Officer
Dear Xx. Xxxx:
This will confirm the arrangements, terms and conditions pursuant to
which Security Capital Trading Incorporated and First Equity Corporation of
Florida (the "Consultants") have been retained to serve as financial consultants
and advisors to Galacticomm Technologies, Inc., a Florida corporation (the
"Company"), on a non-exclusive basis for a period of two (2) years commencing on
__________, 1998. The undersigned hereby agrees to the following terms and
conditions:
1. DUTIES OF CONSULTANTS. Consultants shall, at the request of the
Company, upon reasonable notice, render the following services to the Company
from time to time:
a. CONSULTING SERVICES. Consultants will provide such
financial consulting services and advice pertaining to the Company's business
affairs as the Company may from time to time reasonably request. Without
limiting the generality of the foregoing, Consultants will assist the Company in
developing, studying and evaluating financing, merger and acquisition proposals
based upon documentary information provided to the Consultants by the Company.
b. FINANCING. Consultants will assist and represent the
Company in obtaining both short and long-term financing. The Consultants will be
entitled to additional compensation under certain circumstances in accordance
with the terms set forth in Section 3 hereof.
c. WALL STREET LIAISON. Consultants will, when appropriate,
arrange meetings between representatives of the Company and individuals and
financial institutions in the investment community, such as security analysts,
portfolio managers and market makers.
The services described in this Section 1 shall be rendered by
Consultants without any direct supervision by the Company and at such time and
place in such manner (whether by conference, telephone, letter or otherwise) as
Consultants may determine.
2. COMPENSATION. Subject to Section 3 hereof, as compensation for
Consultants' services hereunder, the Company shall pay to Consultants an
aggregate monthly fee of Five
Thousand Dollars ($5,000), the entire One Hundred Twenty Thousand Dollars
($120,000) payable in full, in advance, on ________________, 1998, to the
undersigned in such proportion as shall be specified to you by the Consultants.
3. ADDITIONAL COMPENSATION IN CERTAIN CIRCUMSTANCES. In addition to the
financial consulting services described in Section 1 above, Consultants may
bring the Company in contact with persons, whether individuals or entities, that
may be suitable candidates for providing the Company with, or may lead the
Company to other individuals or entities that may provide the Company with, debt
or equity financing or that may be suitable candidates, or may lead the Company
to such suitable candidates, to purchase substantially all of the stock or
assets of the Company, to have substantially all of its stock or assets
purchased by the Company, merge with the Company, or enter into a joint venture
or other transaction with the Company. If, at any time up until the second
anniversary of the date hereof, the Company enters into an agreement with any
such persons or their affiliates, or with any persons introduced to the Company
by any such person or their affiliates, pursuant to which the Company obtains
debt or equity financing or pursuant to which substantially all of the Company's
stock or assets is purchased, the Company purchases substantially all of the
stock or assets of another entity or the Company is merged with or into another
entity, or pursuant to which the Company enters into a joint venture or other on
or off balance sheet corporate finance transaction (each, a "Transaction"), the
Consultants will be entitled to such additional compensation as shall be agreed
upon between the Company and the Consultants. For purposes of this Section 3,
the "Company" shall include all subsidiaries and any other entity in which it
owns (directly or indirectly) a majority interest.
4. AVAILABLE TIME. Consultants shall make available such time as they,
in their sole discretion, shall deem appropriate for the performance of their
obligations under this agreement and may in certain circumstances be entitled to
additional compensation in connection therewith.
5. RELATIONSHIP. Nothing herein shall constitute Consultants as
employees or agents of the Company, except to such extent as might hereinafter
be agreed upon for a particular purpose. Except as might hereinafter be
expressly agreed, Consultant shall not have the authority to obligate or commit
the Company in any manner whatsoever.
6. CONFIDENTIALITY. Except in the course of the performance of its
duties hereunder, Consultant agrees that is shall not disclose any trade
secrets, know-how, or other proprietary information not in the public domain
learned as a result of this Agreement unless and until such information becomes
generally known.
7. ASSIGNMENT. This Agreement shall not be assignable by any party
(except to successors to all or substantially all of the business of either
party, who shall expressly assume such party's obligations hereunder) for any
reason whatsoever without the prior written consent of the other party, which
consent may be arbitrarily withheld by the party whose consent is required.
8. GOVERNING LAW. This Agreement shall be deemed to be a contract made
under the
laws of the State of Florida and for all purposes shall be construed in
accordance with the laws of said State.
Very truly yours,
SECURITY CAPITAL TRADING, INC.
By:
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Name:
Title:
FIRST EQUITY CORPORATION OF FLORIDA
By:
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Name:
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Title:
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AGREED AND ACCEPTED:
GALACTICOMM TECHNOLOGIES, INC.
By:
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Name: Xxxxx Xxxx
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Title: Chief Executive Officer
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