Exhibit No. 20
XxxxxxXxxxxx.xxx, Inc.
Form 10-KSB/ 2000
File No. 0-26917
XXXX XXXXXXXX PARTNERS, L.L.C.
00000 Xxxxxx Xxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000,
Telephone (000) 000-0000, ext 266
Facsimile (000) 000-0000
E-Mail: xxxxxxxxx@xxxxx.xxx
February 1, 2001
Xx. Xxx Xxxxx
Chairman and Chief Executive Officer
BuyersOnline, Inc.
00 Xxxxxxxxx Xxxx Xxxxx, Xxxxx 000
Xxxxxx, Xxxx 00000
Subject: Agreement for Financial Advisory and Business
Development Services
Dear Xx. Xxxxx:
In. follow-up to our conversations with Xxxx Xxxxx, this letter
(referred to herein sometimes as this "Letter" or this
"Agreement") describes the financial advisory and business
development services ("Services") proposed to be performed by
Xxxx Xxxxxxxx Partners, L.L.C. (hereinafter referred to as the
"Financial Advisor" or "Xxxx Xxxxxxxx") for and on behalf of
BuyersOliline, Inc. ("BOL" or the "Company") regarding the
raising up to S20.0 million or more of private equity capital and
performing financial advisory work in connection with potential
mergers with and acquisitions of selected companies now
struggling with the downturn in the technology markets. Proceeds
from the proposed financing(s) will be used to expand the
Company's nationwide business to become the premier residential
and business consumer membership organization offering online
monthly discount services and rebate programs that can help
provide alternative payment sources to, in effect, "zero out"
subscribing customers' monthly bills and provide them with
competitive access to telephone and Internet "Essential Services"
from such providers as Global Crossing, Quest, Xxxxxxxx, and
Broad Wing. Additionally, proceeds from financing are
contemplated to be utilized to develop other strategic
partnerships that will increase traffic over the BuyersOnline web
site. The Company also plans to offer expanded Essential Services
in the future to include wireless communications, satellite
television, home security, utilities, a monthly utilities program
and other new benefits to its members. The Company seeks to
employ alternative marketing techniques to support its aggressive
growth expectations. In turn, targeted acquisitions will be a key
to the future growth of the Company.
The background and qualifications of Xxxx Xxxxxxxx, goals and
objectives of BOL, nature and scope of Services proposed to be
performed and compensation for such Services are described in the
following paragraphs. Your acceptance of the terms,
conditions, and provisions described herein will constitute an
"Agreement" by and between Xxxx Xxxxxxxx and BOL for such
Services.
BACKGROUND AND QUALIFICATIONS
Financial Advisor provides financial advisory and business
development services to emerging entrepreneurial business
enterprises and their principals through its members,
professional associates and broker-dealer affiliate(s). Financial
Advisor's services include preparation and review of business
plans and strategic plans; organizational planning; financial
analysis and reports; market analysis and reports; industry
analysis and reports; analysis and reports on existing and
proposed now products and services lines; assistance in the
preparation of financial projections; business enterprise
valuations; capital structure formulation; structuring of
financial transactions;
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preparation of financing proposals for
procurement of debt, mezzanine and equity financing; due
diligence investigations; mergers, acquisitions, divestitures and
recapitalizations; and coordination of preparation of legal
documentation.
GOALS AND OBJECTIVES
The goals and objectives of BOL, as we understand them, are
briefly outlined as follows:
1. To build and organize the premier membership
organization providing jointly residential and business
consumer Essential Services, namely telephone and
Internet, based on purchasing these services at
wholesale and reselling them to BOL's members who also
benefit from the Shopping Rebate Program for all of the
strategic product relationships in place presently and
in the future. The Company seeks to expand its
membership base not only through aggressive marketing
techniques, but also by an aggressive acquisition
program of existing companies ripe for takeover that
have with a significant existing customer base.
Examples of some current relationships include Xxxxx
Xxxxx, xxx.xxx, OfficeMax, Omaha Steaks and many
others. The Company will consider strategic investments
by financing sources which could also help accelerate
BOL's and their own internal growth plans.
2. To value the Company and to establish parameters for
establishing a range of enterprise values for its stockholders'
equity in order to develop guidelines for structuring financing
to support the future growth of the business.
3. To determine the amount and structure of financial
resources necessary to support the initial development
and growth of the Company.
4. As needed, to obtain additional financing in the form
of "Senior Secured Debt," "Mezzanine" and/or "Private
Equity" financing in order to support the exploitation
of the initial success of the Company's marketing
efforts as well as the future development and growth of
BOL, including any acquisitions it may seek to make.
5. To minimize the potential dilution of the
ownership interests of the existing stockholders of
BOL, balanced against obtaining adequate capital to
maximize the growth and future equity values of BOL.
6. To maximize the rates of growth and levels of
revenues and profits of B0L, as well as the value of
its stockholders' equity, commensurate with sound risk
management practices.
7. To identify, investigate, analyze and evaluate
selected targeted acquisition candidates, establish pro-
forma values for them, negotiate favorable terms and
conditions for their acquisition, and close on the
acquisitions of qualified candidates.
SCOPE 0F SERVICES
The scope of initial Services to be performed by Xxxx Xxxxxxxx
for and on behalf of the BOL will be carried out in two (2)
phases as follows:
Phase I Business Planning, Documentation,
Identification of Early Strategic
Partners and investors
Phase II Arrange Financing to Cover
Immediate Growth Needs, and
Subsequent Acquisition Targets
The nature, and scope of Services to be performed by Financial
Advisor with respect to Phase I will include, but not necessarily
be limited to, the following:
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