EXHIBIT 10.29
January 25, 2000
CONSULTING AND
FINANCIAL COMMUNITY RELATIONS AGREEMENT
FOR VALUESTAR CORPORATION
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This Consulting and Financial Community Relations Agreement (the "Agreement") is
entered into as of January 25, 2000 between ValueStar Corporation ("ValueStar")
and Hull Capital Corp. ("Hull Capital").
WHEREAS, ValueStar hereby engages Hull Capital and Hull Capital hereby accepts
such engagement to provide consulting services to ValueStar for the purpose of
helping ValueStar increase visibility in the financial community, subject to
terms and conditions set forth herein. Duties and activities will consist of the
following as from time to time requested by ValueStar:
1. Arrange informational meetings between ValueStar and prominent
institutional investors, portfolio managers, brokers, buy-side
and sell-side research analysts and other financial
professionals in the investment community to increase and
maintain interest in ValueStar.
2. Provide ValueStar with information regarding developments in
the financial markets that may have use in formulating their
long and short-term funding strategies.
3. Maintain dialog with investors to whom Hull Capital has
introduced to ValueStar in order to increase awareness
throughout our network of investors and financial
professionals. In addition, this network can provide a
continual source of feedback on investors' attitudes toward
ValueStar's business and strategic initiatives.
Hull Capital will serve as an independent consultant to ValueStar for a period
of two (2) years from the date hereof and subject to the termination provisions
set out herein.
This Agreement is independent of any other relationship, directly or indirectly,
between the parties.
As the sole consideration for the consulting services provided hereunder by Hull
Capital, ValueStar will compensate Hull Capital as follows:
1. Upon execution of this Agreement, Hull Capital shall be
granted warrants exercisable into an aggregate of 500,000
shares of ValueStar's common shares at an exercise price of
$1.00 for a term of five (5) years.
(a) The 500,000 warrants will vest as follows:
250,0000 warrants shall be exercisable on grant for
the first year's service.
250,000 warrants shall vest and become exercisable
after twelve months from the date of this Agreement,
upon commencement of the second year of services.
2. When and as the Series CC form S3 registration is filed,
ValueStar will include these warrants in such registration
statement, the expense of which shall be borne by the issuer.
3. The warrants are to contain language consistent with prior
warrant agreements entered into by the Company and as to be
negotiated by officers of the Corporation.
4. In addition, ValueStar will pay all pre-approved expenses
incurred by Hull Capital.
This Agreement will be subject to the following terms and conditions:
1. ValueStar may terminate this Agreement with 60 (sixty) days
prior written notice to Hull Capital upon (i) representations
or statements concerning ValueStar or its operations being
made by Hull Capital, its employees or agents to third parties
which are not based on public information or not contained in
or based on the written material provided by ValueStar to Hull
Capital, (ii) the gross negligence or willful misconduct of
Hull Capital, its employees or agents, or (iii) a failure by
Hull Capital, its employees or agents to comply with all
applicable laws. Upon termination of this Agreement, Hull
Capital shall be entitled to receive its compensation in full
as provided for in this Agreement and shall retain any and all
rights granted to Hull Capital under this Agreement, including
Hull Capital's right to exercise (i) the warrants and (ii)
registration rights, granted under this Agreement.
2. Nothing in this Agreement shall create any partnership or
joint venture between the parties
hereto; it being understood and agreed that the parties are
independent contractors and neither ValueStar nor Hull Capital
has the authority to bind the other in any way.
3. This Agreement has been made in the State of New York and
shall be construed and governed in accordance with the laws
thereof, without giving effect to its conflict of laws.
4. This Agreement constitutes the entire agreement between the
parties and supersedes any prior agreements, whether written
or oral, between the parties regarding the duties and
activities described herein. No modification, extension or
change in the Agreement shall be effective unless it is in
writing and signed by both parties.
ACCEPTED BY:
HULL CAPITAL CORP. VALUESTAR CORPORATION
BY: /s/ X. Xxxxxxxx Xxxx BY: /s/ Xxxxx Xxxxx
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TITLE: President TITLE: CEO
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DATE: 1/25/01 DATE: 1/25/01
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