Exhibit 1.2
FINANCIAL CONSULTING AGREEMENT
AGREEMENT made this day _____________, 1998 between X.X.
Xxxxxxx & Co., Inc. (hereinafter referred to as "Consultant") and Nolbo, Inc.
(herein referred to as "Client").
WHEREAS, Client desires to obtain consultant's consulting services in
connection with Client's business and financial affairs, and Consultant is
willing to render such services as hereinafter more fully set forth.
NOW, THEREFORE, the parties agree as follows:
1. Client hereby engages and retains Consultant and Consultant hereby
agrees to use its best efforts, to render to Client the consulting services
hereinafter described for a period of two years commencing as of ____________,
1998, and conditioned upon the closing of the underwriting contemplated in the
Registration Statement on Form SB-2 (No. 333-______) filed by Client with the
Securities and Exchange Commission.
2. Consultant's services hereunder shall consist of consultations with
Client concerning the management and operations and the financing of Client's
business as Client may form time to time request during the term of this
consulting agreement.
3. Consultant's services may include, at the request of the Client,
attendance at meetings of the Client's Board of Directors and review, analysis
and report on proposed investment opportunities, short term and long term
investment policies, evaluation of the Client's managerial and financial
requirements, assistance in preparation of budgets and business plans, advice
regarding sales and marketing and review and advice with respect to future
public or private financing. Client agrees that Consultant shall not be
prevented or barred from rendering services of similar or dissimilar nature for
or on behalf of any person, firm or corporation other than Client. Nothing
herein shall require the Consultant to provide any minimum number of hours of
consultation services to the Client, and the amount of time to be devoted by
Consultant in performing services hereunder shall be within the discretion of
Consultant. Consultant agrees to keep confidential any nonpublic information
concerning Client which is imparted to Consultant by Client and which is
identified as confidential or proprietary by Client in writing and to use the
same only for the purposes of this agreement. Materials prepared for Client
pursuant to this agreement are to be the property of Client.
4. Client agrees to pay to the Consultant for its services hereunder a
fee equal to 2% of the gross proceeds of the Company's initial public offering
pursuant to the aforesaid Registration Statement. Said fee shall be paid in full
upon each Closing Date of such offering. Client will reimburse Consultant for
reasonable out-of-pocket expenses but only to the extent authorized by Client in
advance.
This agreement has been executed and delivered in the State of New York
and shall be governed by the laws of such state, without giving effect to the
conflicts of laws rules thereunder.
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be
signed as of the day and year first above written.
NOLBO, INC.
By:_______________________________________
X. X. XXXXXXX & CO., INC.
By:_______________________________________
2
