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Exhibit 10.18
FINANCIAL CONSULTING AGREEMENT
This Agreement is made and entered into as of the __ day of _____ 1997,
between Mike's Original, Inc., a Delaware corporation (the "Company") and
Millennium Securities Corp., a New York corporation (the "Consultant").
In consideration of and for the mutual promises and covenants contained
herein, and for other good and valuable consideration, the receipt of which is
hereby acknowledged, the parties agree as follows:
1. Duties of Consultant. During the term of this Agreement, the
Consultant will provide the Company with such consulting service, as the Company
and it, in its professional judgment and experience, shall determine, provided
that the Consultant shall not be required to undertake duties not reasonably
within the scope of the consulting advisory service in which it is engaged
generally. In performance of these duties, the Consultant shall provide the
Company with the benefits of its best judgment and efforts. It is understood and
acknowledged by the parties that the value of the Consultant's advice is not
measurable in any quantitative manner, and that the amount of time spent
rendering such consulting advice shall be determined according to the
Consultant's reasonable discretion.
The Consultant's duties may include, but will not necessarily be
limited to business and financing advice concerning mergers, acquisitions, joint
venture transactions and other corporate combinations, as well as performing
such other services as the Company shall require, which efforts are generally
related to rendering business, financial and management advice to the Company.
2. No Limitation to Consultant's Outside Activities. The Company
acknowledges that the Consultant and/or its affiliates are in the business of
providing service and consulting advice (of
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all types contemplated by this Agreement) to others. Nothing herein contained
shall be construed to limit or restrict the Consultant in conducting such
business with respect to others, or in rendering such advice to others.
3. Indemnification. The Consultant shall not be subject to liability to
the Company or to any officer, director, employee, shareholder or creditor of
the Company, for any act or omission in the course of or connected with the
rendering or providing advice hereunder other than for its gross negligence or
wilful misconduct.
The Company agrees to defend, indemnify and hold harmless the
Consultant from and against any and all costs, expenses and liability (including
attorney's fees paid in the defense of the Consultant) which may in any way
result from services rendered by the Consultant pursuant to or in any connection
with this Agreement other than any such liabilities resulting from the
Consultant's gross negligence or wilful misconduct.
4. Expenses. The Company shall reimburse the Consultant, within five
(5) business days of its request, for any and all reasonable out-of-pocket
expenses incurred by it, including hotel, food and associated expenses, all
charges for travel, long-distance telephone calls and other expenses spent on
the Company's behalf. The Company's prior written consent shall be required for
expenses in excess of $300.00.
5. Consideration. In consideration for the services to be rendered to
the Company by the Consultant, the Company shall pay the Consultant an annual
sum of Ten Thousand Dollars ($10,000.00) for the four (4) year term of the
Financial Consulting Agreement, which aggregate amount of Forty Thousand Dollars
($40,000.00) shall be paid at closing of the Company's
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registration statement filed with the Securities and Exchange Commission on Form
SB-2, File No. 333-21575.
6. Severability. Every provision of this Agreement is intended to be
severable. If any term or provision hereof is deemed unlawful or invalid for any
reason whatsoever, such unlawfulness or invalidity shall not affect the validity
of the remainder of this Agreement.
7. Miscellaneous.
(a) Any notice or other communication between parties hereto shall be
sufficiently given if sent by certified or registered mail, postage prepaid, if
to the Company, addressed to it at Mike's Original, Inc., Xxxxxxx, Xxx Xxxx
00000, or if to Millennium Securities Corp., to it at 000 X. 00xx Xxxxxx, 0xx
Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, or to such address as may hereafter be
designated in writing by one party to the other. Such notice or other
communication shall be deemed to be given on the date mailed.
(b) This Agreement embodies the entire Agreement and understanding
between the Company and the Consultant and supersedes any and all negotiations,
prior discussions and preliminary and prior agreements and understandings
(written or oral) related to the subject matter hereof.
(c) This Agreement has been duly authorized, executed and delivered by
and on behalf of the Company.
(d) This Agreement shall be construed and interpreted in accordance
with the laws of the State of New York without giving effect to the conflict of
laws rules thereunder.
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(e) This Agreement and the rights hereunder may not be assigned by
either party (except by operation of law) and shall be binding upon and inure to
the benefit of the parties and their respective successors, assigns and legal
representatives.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date hereof.
MIKE'S ORIGINAL, INC.
By:
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Xxxxxxx Xxxxx, President
MILLENNIUM SECURITIES CORP.
By:
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Name:
Title:
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