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EXHIBIT NO. 10.1
Coral Capital Partners, Inc.
P.O. Box 191767
Atlanta, Ga. 31119
000-000-0000
October 8th, 2001
Wall Street Web, Inc.
Att.: Xxxx Xxxxx, President
00 Xxxxxxxxx Xxxxxx
Xxxxxxxx, XX. 07675
Re: Engagement for Consulting Services
Dear Xx. Xxxxx:
This letter confirms our understanding and agreement between Coral Capital
Partners, Inc. ("Coral") and Wall Street Web, Inc. ("the Client") with regard
to all matters described below, including, without limitation, the matters
described in the paragraph 1 as follows:
1 The Client hereby engages Coral as the Client's agent for the
purpose of providing corporate consulting and advisory services to the
Client regarding the development and implementation of the companies
business plan.
2. Coral hereby accepts the engagement described in paragraph 1 and,
in connection with such engagement agrees to:
(a) provide a general business and financial analysis of the
Client's proposed business plan with respect to the Business;
(b) assist in the formulation and evaluation of various
structural and financial alternatives;
(c) assist the Client in the preparation of the appropriate
documents related to the Client's fund raising activities.
(d) assist the Client in identifying and evaluating potential
candidates to provide debt, equity or other agreed upon financing
for the Client; and
(e) assist the Client in negotiating with and retaining an
investor relations firm.
3. The Client shall make available to Coral all information
concerning the proposed Business which Coral reasonably requests in
connection with the
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performance of his obligations hereunder. All such information provided
by or on behalf of the Client shall be complete and accurate and not
misleading in all material respects, and Coral may rely upon the
accuracy and completeness of all such information without independent
verification.
4. As compensation for the services rendered by Coral hereunder, the
Client shall pay Coral as follows:
(a) upon the signing of this engagement letter the Client will
issue Sterling Investment Services, Inc. 175,000 Class A Warrants,
each to purchase 1 voting common share of Wall Street Web, Inc..
at a price of $1.00/share, and;
(b) The warrants mentioned in item (a), shall be restricted and
carry demand registration rights, and;
(c) the Client agrees to register the shares underlying both
warrants with an effective registration statement (either an S-3,
SB-2 or S-8) as soon a possible.
5. In consideration of Coral's services contemplated hereby, the
Client agrees to: (a) indemnify and hold harmless Coral against any and
all losses, claims, damages or liabilities to which Coral may become
subject arising in any manner out of or in connection with the rendering
of services by Coral hereunder, unless it is finally judicially
determined by a court of competent jurisdiction that such losses,
claims, damages or liabilities resulted directly from the negligence,
bad faith, or willful misconduct of Coral; and (b) reimburse Coral
immediately for all reasonable legal or other expenses reasonably
incurred and actually paid by Coral in connection with investigating,
preparing to defend or defending any lawsuits, claims or other
proceedings naming him as a defendant and arising in any manner out of
or in connection with the rendering of services by Coral hereunder.
6. The Client agrees: (a) that the indemnification and reimbursement
commitments set forth in paragraph 5 shall apply whether or not Coral is
a formal party to any such lawsuits, claims or other proceedings; and
(b) that if Coral is advised in writing by counsel that there are one or
more defenses available to him that are different from in addition to
those available to the Client, that Coral is entitled to retain separate
counsel of his choice in connection with any of the matters to which
such commitments relate.
7. The client and Coral agree that if any indemnification or
reimbursement sought pursuant to paragraph 5 judicially determined to be
unavailable for a reason other than the negligence, bad faith or willful
misconduct of Coral, then the Client and shall contribute to the losses,
claims, damages, liabilities and expenses for which such indemnification
or reimbursement is held unavailable (I)
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in such proportion as is appropriate to reflect the relative benefits to
the Client on the one hand, and Coral on the other hand, in connection
with the transactions to which such indemnification or reimbursement
relates, or (ii) if the allocation provided by clause (I) above is not
permitted by applicable law, in such proportion as is appropriate to
reflect not only the relative benefits referred to in clause (1) but
also the relative faults of the Client on the one hand, and Coral on the
other hand, as well as any other equitable considerations; provided,
however, that in no event shall the amount to be contributed by Coral
pursuant to this paragraph exceed the amount of fees actually received
by Coral hereunder.
8. Except as contemplated by the terms hereof or as required by
applicable law or pursuant to an order entered or subpoena issued by a
court of competent jurisdiction, Coral shall keep confidential all
material non-public information provided to it by the Client, and shall
not disclose such information to any third party, other than such of its
advisors as Coral determines to have a need to know.
9. In the event of consummation of any transaction contemplated
herein, Coral shall have the right to disclose its participation in such
transaction at its own expense, including, without limitation, the
placement of a "tombstone" advertisements in financial and other
newspapers and journals, provided that it first submit a copy of any
such advertisements to the Client for its approval, which approval shall
not be unreasonably withheld or delayed.
10. This engagement will extend for twelve months from the date hereof
and shall renew automatically thereafter on a month-to-month basis
unless either party has given at least ten (10) days' prior written
notice to the other that it desires to terminate this engagement;
provided, however, that in the event of such termination, the Client
shall be responsible for the payment of fees under paragraph 4 for
transactions of the type contemplated by this agreement which are
concluded during the term hereof or within or within two (2) years after
the day of termination; and provided, further, that the provisions of
paragraphs 5, 6, and 7 shall survive the termination of this letter and
shall be binding upon any successors or assigns of the Client.
11. The terms and provisions of this letter are solely for the benefit
of the Client and Coral and their respective successors, assigns, heirs
and personal representatives, and no other person shall acquire or have
any right by virtue of this letter. This letter shall be governed by,
and construed in accordance with, the substantive laws of the State of
Georgia without regard to the principle of conflicts of law, and may be
amended, modified or supplemented only by written instrument executed by
parties hereto.
12. The invalidity or unforceability of any provision of this letter
shall not affect the validity or enforceability of any other provisions
of this letter, which shall remain in full force and effect.
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13 This letter may be executed in counterparts, all of which together
shall constitute one agreement binding on all the parties hereto, not
withstanding that all such parties are not signatories to the original
or the same counterpart.
Sincerely,
Xxxx X. Xxxxxx/President
Coral Capital Partners
ACCEPTED AND AGREED, as of this
___________ day of __________, 2001:
_________________________________
Xxxx Xxxxx, President,
Wall Street Web, Inc.
