EXHIBIT 7.1
INVESTMENT ADVISORY AGREEMENT
AGREEMENT , made this 31 st day of October, 2006 by and between,
The Enlightened Gourmet, Inc., having its principal place of business
at 000 Xxxxxxxxxxx, Xxxxxx, XX 00000 hereinafter the "Company" and
Xxxxxxx Xxxxxx Securities Inc., having its principal place of business
at 000 Xxxx Xx., 00xx Xx, Xxx Xxxx, XX 00000, hereinafter
the ("Consultant").
WHEREAS , the Company desires to retain the Consultant for consulting
services in connection with the Company's business affairs, and the
Consultant is willing to undertake to provide such services as
hereinafter fully set forth:
W I T N E S S E T H
NOW, THEREFORE , the parties agree as follows:
1. Term: The twenty four (24) months from the date hereof.
This contract is binding on both parties.
2. Nature of Services: The Company hereby engages Consultant to render
the services hereinafter described during the term hereof on
a non-exclusive basis (it being understood and agreed that
Consultant is free to render the same or similar services to
any other entity selected by it).
(a) Advice concerning on-going strategic corporate planning and
long-term investment policies, including any revision
of the Company's business plan.
(b) Evaluation of the Company's managerial, marketing and sales
requirements.
(c) Advice with regards to potential mergers and acquisitions,
whether the Company will be the acquiring company or
the target of acquisition.
(d) Advice regarding the sales of securities in private
transactions.
(e) Introduction to Exchanges' and Registered Associations'
market participants.
(f) Introductions to Financial institutions and Money Managers
(g) Introduction to Exchanges' and Registered Associations'
market services for the Company's securities.
(h) Introductions to independent analyst that may provide in
third party coverage on the Company.
(i) Hold a shareholders meeting with industry professionals.
3. Responsibilities of the Company: The Company shall provide the
Consultant with all financial and business information about
the Company as requested by the Consultant in a timely manner.
In addition, executive officers and directors of the Company
shall make themselves available for personal consultations
with the Consultant and/or third party designees, subject to
reasonable prior notice, pursuant to the request of
the Consultant.
4. Compensation: For corporate financial advisory services,
due diligence, business development, strategic planning and
other consulting work to be accomplished not related to any
public financing, we mutually agree that the Consultant will
be entitled to compensation and other consideration during the
term of the agreement as provided in
subparagraphs (a), (b) and (c) below:
(a) The Company will pay an engagement fee of $30,000
(thirty thousand dollars).This fee is due and payable
at such time that the company receives financing,
whether or not through the services of the Consultant.
This fee will be paid in cash.
(b) The Company will additionally pay a fee of $240,000
(two hundred and forty thousand dollars) to Consultant
in twenty four equal monthly installments of
ten thousand dollars payable on the fifteenth of each
month after the commencement of this agreement.
Notwithstanding the foregoing, the first three months
of such monthly payments ($30,000) shall be pre-paid
by the Company at the break of escrow from the first
financing of up to $1.5 Million dollars of
convertible notes. Although all such monthly payments
shall continue to accrue, the Company, provided it
proceeds with the Second Contemplated Offering (as
described in the accompanying investment banking
agreement) , may defer payments for months four
through six until the earlier of month seven or the
break of escrow of the Second Contemplated Offering.
This fee (other than the first $30,000) may be paid
in cash or, if the Company is public at the time the
fee is due, the fee may be paid in free trading stock
at the election of the Company. If paid with common
stock of the Company then it is agreed that the
Company will pay with free trading common stock having
a value of 125% of the cash payment alternative,
based on the closing bid price of the common stock of
the Company on the due date the payment is due.
(c) The Company will also pay a fee of 13,250,000 shares of
common stock of the Company or its assigns. This
stock will be paid to Consultant and/or its assigns
within thirty days of the signing of this agreement.
5. Expenses : The Company shall reimburse the Consultant for actual
out-of pocket expenses incurred by the Consultant. Consultant
shall obtain prior approval of the Company for any expenses to
be incurred in excess of $1,500 and may require the Company to
make direct payment of expenses. The Company shall also
reimburse the Consultant for the costs of all travel and
related expenses incurred by the Consultant in connection with
the performance of its services hereunder. Expenses shall be
due and payable when billed and after they have been incurred.
6. Indemnification : The Company agrees to save, defend, indemnify
and hold harmless the Consultant from any kind of liabilities,
of every kind, nature and description, fixed or contingent
(including, without limitations, reasonable counsel fees and
expenses in connection with any action, claim or proceeding
relating to such liabilities) arising out of the services
provided hereunder, including but not limited to, by any
reason of any breach or failure of observance or performance
or untrue or incorrect statement of any term, commitment,
representation, warranty, covenant or agreement made by the
Company; or by any reason of negligence of the Company
regarding or in accordance with any duty, document,
obligation, responsibility, or other performance of service
arising out of this transaction. In the event that Consultant
requests indemnification hereunder (the "Indemnified Party"),
Consultant agrees to notify the Company (the "Indemnifying
Party") with reasonable promptness of any claim asserted
against it in respect to which any Indemnifying Party may be
liable under this Agreement, which notification shall be
accompanied by a written statement setting forth the basis of
such claim and the manner of calculation thereof. The
Indemnifying Party shall defend any such claims, threatened
or asserted, at its sole expense. The Indemnified Party shall
be permitted to choose the legal counsel of its choice to
defend any such threatened or asserted claim.
7. Complete Agreement:
This Agreement contains the entire Agreement between the
parties with respect to the contents hereof and supersedes all
prior agreements and understandings between the parties with
respect to such matters, whether written or oral. Neither this
agreement, nor any term or provision hereof may be changed,
waived, discharged or amended in any manner other than by any
instrument in writing, signed by the party against which the
enforcement of the change, waiver, discharge or amendment is
sought.
8 . Counterparts: This Agreement may be executed in two or more
counterparts, each of which shall be an original but all of
which shall constitute but one Agreement. Facsimile
signatures shall be agreed to be as originals and shall be
binding with the full force and effect as if they were
original signatures.
9 . Jurisdiction/Venue: The parties hereby agree that any dispute
which may arise between them arising out of or in connection
with this Agreement shall be adjudicated exclusively before a
court located in New York City, and they hereby submit to the
exclusive jurisdiction of the courts of the State of New York
located in New York, New York and of the federal courts in the
Southern District of New York with respect to any action or
legal proceeding commenced by any party, and irrevocably waive
any objection they now or hereafter may have respecting the
venue of any such action or proceeding brought in such a court
or respecting the fact that such court is an inconvenient
forum, relating to or arising out of this Agreement, and
consent to the service of process in any such action or legal
proceeding by means of registered or certified mail, return
receipt requested.
10. Disclosure: Any financial or other advice rendered by the
Consultant pursuant to this Agreement may not be disclosed
publicly in any manner without the prior written approval
of the Consultant unless required by any court, government,
or regulatory agency. All non-public information given to
the Consultant by the Company will be treated by the
Consultant as confidential information, and the Consultant
agrees not to make use of such information other than in
connection with its performance of this Agreement, provided,
however, that any such information may be disclosed if
required by any court or governmental or regulatory authority,
board or agency. "Non-public information" shall not include
any information which (i) is or becomes generally available
to the public other than as a result of a disclosure by the
Consultant; (ii) was available to the Consultant prior to its
disclosure to the Consultant by the Company, provided that
such information is not known by the Consultant to be subject
to another confidentiality agreement with another party; or
(iii) becomes available to the Consultant on a non-confidential
basis from a source other than the Company, provided that such
source is not bound by a confidentiality agreement with
the Company.
11. Severability : Whenever possible, each provision of this
Agreement will be interpreted in such manner as to be
effective and valid under applicable law. If any provision
of this agreement is held to be invalid, illegal or
unenforceable in any respect under any applicable law or rule,
such invalidity, illegality or unenforceability will not
effect any other provision or any other jurisdiction, but this
Agreement will be reformed, construed and enforced in such
jurisdiction as if such invalid, illegal or unenforceable
provision had never been contained herein.
12. Choice of Law : This agreement shall be governed by, construed,
interpreted and the rights of the parties determined in
accordance with the laws of the State of New York, without
reference to the principles of conflicts of law.
13. Miscellaneous :
(a) Neither the Consultant nor its affiliates, or their
respective officers, directors, employees, agents or
controlling persons shall be liable, responsible or
accountable in damages or otherwise to the Company or
its affiliates, or their respective officers,
directors, employees, agents or controlling persons
for any act or omission performed or omitted by the
Consultant with the respect to the services provided
arising out of or relating to this Agreement.
(b) All final decisions with respect to consultation, advice
and services rendered by the Consultant to the Company
shall rest exclusively with the Company, and Consultant
shall not have any right or authority to bind the
Company to any obligation or commitment.
Agreed and Accepted on the date first written above, by and between:
XXXXXXX XXXXXX SECURITIES, INC
By: /s/ XXXX X. XXXXXXX
Xxxx X. Xxxxxxx
President and Chairman
THE ENLIGHTENED GOURMET, INC
By: /s/ Xxxxxxxxx X. Xxxxx
Xxxxxxxxx X. Xxxxx III
President/ CEO
