Exhibit 10.4
INVESTMENT BANKING AGREEMENT WITH EQUITY SECURITIES INVESTMENTS, INC.
INVESTMENT BANKING AGREEMENT
This Agreement is made July 8, 2002, by and between Equity Securities
Investments, Inc. located at 000 Xxxxx Xxx Xxxxx, Xxxxx 000, Xxxxxxxxxxx XX
00000 (hereinafter "Equity"), and Dental Resources, Inc. located at 000 Xxxxx
Xxxxx Xxxxxx, Xxxxxx, XX 00000 (hereinafter the "Company").
WHEREAS, the Company wishes to utilize the advice of Equity to assist
the Company in the sale of its operating assets;
WHEREAS, Equity is willing to provide its services ("Services") to the
Company;
NOW, THEREFORE, in consideration of the mutual promises contained
herein, the Company and Equity agree as follows:
Provision of Services
Equity agrees, to the extent reasonably required in the
conduct of the business of the Company, to place at the
disposal of the Company the following:
(i) Assistance in the, sale of the Company's primary
business and any negotiations related thereto;
(ii) Assistance in the identification and evaluation
of new strategic business opportunities;
(iii) Assistance in negotiating and structuring any
financial transaction(s) between the Company and any
strategic target.
Financial Consideration
In the event that the Company completes any transaction with respect to
the sale of its operating business, Company agrees to pay to Equity a
fee equal to three percent (3%) of the stated transaction value of such
sale at closing. Equity at its sole discretion may elect to receive
part of its compensation in the form of the Company's common stock.
Liability of Equity
In furnishing the Company with services as herein provided, Equity
shall not be liable to the Company for errors of judgment or for any
other action undertaken hereunder, unless such error or action involves
willful malfeasance, bad faith or gross negligence in the performance
of Equity's duties under the terms of this Agreement.
It is further understood and agreed that Equity may rely upon
information furnished to it by or on behalf of the Company to be
accurate and reliable and that, except as hereinabove provided, Equity
shall not be accountable for any loss suffered by the Company by reason
of the Company's action or non-action on the basis of any of Equity's
services.
Company agrees to indemnify and pay any legal fees incurred by Equity
or its principals for any legal or regulatory claims brought or
threatened against Equity and/or its principals for their efforts in
fulfilling this Agreement unless such legal fees arise out of any
willful malfeasance, bad faith or gross negligence on the part of
Equity in the performance of its duties under the terms of this
Agreement.
Status of Equity
Equity shall be an independent contractor and, except as expressly
provided for or authorized in this Agreement, shall have no authority
to act for or represent the Company.
Other Activities of Equity
The Company recognizes that Equity now renders and may continue to
render management advisory and other services to other companies which
may or may not conduct business activities similar to those of the
Company. Equity shall not be required to devote its full time and
attention to the performance of the duties under this Agreement, but
shall devote only so much of its time and attention as it deems
reasonable or necessary for such purposes.
Control
Nothing contained herein shall be deemed to require the Company to take
any action contrary to its Articles of Incorporation or by-laws, or any
applicable statute or regulation, or to relieve or deprive its Board of
Directors of its responsibility for and control of the conduct and
affairs of the Company.
Term
The term of this Agreement shall begin upon its execution and shall
continue in effect for one (1) year.
Termination
This Agreement may be terminated at any time after one (1) year from
the date of its execution upon thirty (30) days notice, at the option
of either party. However, any merger or acquisition candidate
introduced to the Company by Equity during the term of this Agreement
will be protected under the compensation arrangements set forth in
Section 2 of this Agreement for a period of three (3) years following
the termination of this Agreement.
Notice
Notice of the intent of either party to terminate this Agreement will
only be effective if written and delivered by certified mail, postage
prepaid, or hand delivered to the Company or Equity, as the case may
be, at the address set forth on Page 1 hereof.
Miscellaneous
This Agreement is executed in and shall be construed and interpreted
according to the laws of the State of Minnesota.
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed
by their respective officers or representatives fully authorized and with the
full and complete approval of each respective Board of Directors on the date and
year first above written.
EQUITY SECURITIES INVESTMENTS, INC.
By:
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Xxxxxx Xxxxx
Its: President and CEO
DENTAL RESOURCES, INC.
By:
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Xxxxxxx Xxxxxx
Its: Director
