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EXHIBIT 10.6
FUTURELINK DISTRIBUTION CORP.
ADVISORY AGREEMENT
Agreement made and entered into as of the 1st day of May, 1999, by and
between FUTURELINK DISTRIBUTION CORP., a corporation organized under the laws of
the State of Colorado with offices at 000, 000 - 0xx Xxxxxx XX, Xxxxxxx, XX
Xxxxxx X0X 0X0 (the "Company"), and COMMONWEALTH ASSOCIATES L.P., a New York
limited partnership having offices at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000
(the "Advisor").
W I T N E S S E T H :
WHEREAS, the Company desires to retain the Advisor and the Advisor
desires to be retained by the Company, all pursuant to the terms and conditions
hereinafter set forth;
NOW, THEREFORE, in consideration of the foregoing and the mutual
promises and covenants herein contained, it is agreed as follows:
1. Retention. The Company hereby retains the Advisor to perform
advisory services related to corporate finance and other financial service
matters, and the Advisor hereby accepts such retention. In this regard, the
Advisor shall devote such business time and attention to matters on which the
Company shall request its services, subject to the direction of the Chief
Executive Officer and/or Chairman of the Board of the Company, as shall be
determined by the Advisor.
2. Term. The Advisor's retention hereunder shall be for a term of
12 months commencing on the date first above written (the "Term"), subject to
earlier termination as provided herein.
3. Compensation.
(a) As compensation for the services to be rendered
hereunder, the Advisor shall receive $5,000 per month payable as follows:
$30,000 for the first six months of the Term upon execution of this Agreement;
$5,000 on the first day of each month commencing with the seventh month of the
Term.
(b) The Company shall, to the extent approved in advance by
the Company, pay such reasonable expenses as shall be incurred by the officers
and employees of the Advisor in connection with the discharge of its duties
hereunder, including travel and entertainment, but not including expenses
relating to the Advisor's office operations; such payment to be made upon
presentation by the Advisor of the details of, and vouchers for, such expenses.
(c) The Advisor shall have the right, for a purchase price
of $.01 per warrant, to receive seven-year warrants to purchase at an exercise
price of $.25 per share that number of shares of the Company's Common Stock
which equals 25% of the number of shares issuable upon conversion of the notes
sold in the private placement contemplated by the Agency Agreement between the
parties dated April 14, 1999. The warrants shall be issued on each closing date
of the Private Placement in the names and denominations requested by the
Advisor.
4. Liability and Indemnification.
(a) The Advisor shall not be subject to liability to the
Company or to any officer, director, employee, shareholder or creditor of the
Company by virtue of any act or omission in the course of or connected with the
rendering or providing of advisory services hereunder, except for acts of
willful misconduct, bad faith or gross negligence by the Advisor.
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(b) Subject to the provisions of Section 3(b) of this
Agreement, the Company hereby agrees to defend, indemnify and hold harmless the
Advisor from and against any and all costs, expenses, and liabilities (including
reasonable attorneys' fees) arising from services rendered by the Advisor
pursuant to or in connection with this Agreement, except for acts of willful
misconduct, bad faith or gross negligence by the Advisor.
5. Termination. The Company may terminate this Agreement at any
time after six months upon written notice to the Advisor.
6. Notices. Any notices hereunder shall be sent to the Company and
the Advisor at their respective addresses above set forth. Any notice shall be
given by registered or certified mail, postage prepaid, and shall be deemed to
have been given when deposited in the United States mail. Any party may
designate any other address to which notice shall be given, by giving written
notice to the other of such change of address in the manner herein provided.
7. Governing Law. This Agreement has been made in the State of New
York and shall be construed and governed in accordance with the laws thereof
without regard to provisions regarding choice of laws.
8. Entire Agreement. This Agreement contains the entire agreement
between the parties with respect to the subject matter hereof, may not be
altered or modified, except in writing and signed by the party to be charged
thereby and supersedes any and all previous agreements between the parties with
respect to the subject matter hereof.
9. Binding Effect. This Agreement shall be binding upon the parties
hereto and their respective heirs, administrators, successors and assigns.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the
day and year first above written.
COMMONWEALTH ASSOCIATES L.P.
By: Commonwealth Associates Management
Corp., its general partner
By: [signed: X. Xxxxx]
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Name: Xxxxxx Xxxxx
Title: Chief Financial Officer
FUTURELINK DISTRIBUTION CORP.
By: [signed: X. Xxxxxxx]
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Name: Xxxxx Xxxxxxx
Title: Chief Financial Officer
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