Consultant Agreement with Darrel T. Uselton & his affiliates (Protrading.com) Darrel Uselton, ProTrading.com 16000 Barker’s Point Lane, Suite 170 Houston, Texas 77079 Phone (281) 584-0751 - Email darrel@protrading.com October 14, 2004
Exhibit
10.7
Consultant
Agreement
with
Xxxxxx X. Xxxxxxx & his affiliates (Xxxxxxxxxx.xxx)
Xxxxxx
Xxxxxxx, XxxXxxxxxx.xxx
00000
Xxxxxx’x Xxxxx Xxxx, Xxxxx 000
Houston,
Texas 77079
Phone
(000) 000-0000 - Email xxxxxx@xxxxxxxxxx.xxx
October
14, 2004
0000 X.
Xxxxxxxxxxxx Xxxx.
Charlotte,
NC 28212
Attn:
Xxxxxx XxXxxxxx, President
Dear Xx.
XxXxxxxx:
This is
to confirm our understanding that you wish to engage Xxxxxx
X. Xxxxxxx (“Xxxxxxx”),
and his affiliates, to include XxxXxxxxxx.xxx (“ProTrading”) a division of
Warrior Capital (“Warrior”), as Capital Markets Advisors to HouseRaising,
Inc. -
OTCBB: HRAI - (the
“Company”) with respect to capital market operations, secondary market trading,
and general investor relations matters for the Twelve
month
period commencing the date hereof. In connection with duties performed hereunder
by Xxxxxxx or his affiliates, each shall devote such business time and attention
to matters on which the Company shall request its services. Xxxxxxx and/or his
affiliates shall render all services.
A. Financial
Services
During
the term of this agreement, Xxxxxxx and/or his affiliates shall provide the
Company with such regular and customary investor relations and capital market
management services as are reasonably requested by the Company, provided that we
shall not be required to undertake duties not reasonably within the scope of the
services in which we are generally engaged. In performance of our duties, we
shall provide the Company with the benefits of our best judgment and efforts. It
is understood and acknowledged by the parties that the value of our services and
advice is not measurable in a quantitative manner and we shall be obligated to
render advice and services upon the request of the Company, in good faith, as
shall be determined by us. Our duties may include, but will not necessarily be
limited to:
| · |
Periodic
reporting as to developments concerning the general financial markets and
the public securities markets which may be of interest or concern to the
Client or the Client’s business. |
| · |
Assistance
in engaging PR, IR and/or advertising firms or mediums;
|
| · |
Broker/dealer
and/or institutional investor contacts and introductions for
Client |
| · |
Outside
market maker selection & management, |
| · |
Secondary
trading management, and |
| · |
Proprietary
sponsorship & market support. |
The
Company acknowledges that Xxxxxxx and/or his affiliates may for its own account,
structure and invest in proprietary investments in the Company, outside
the scope of this Agreement and not for compensation provided for under this
Agreement.
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The
Company further acknowledges that Xxxxxxx and/or his affiliates are in the
business of providing capital market’s services (of all types contemplated by
this agreement) to others. Nothing herein contained shall be construed to limit
or restrict Xxxxxxx and/or his affiliates in conducting such business with
respect to others or in rendering such advice to others.
B.
Compensation
In
consideration of such services described herein, the Company agrees to:
(i) Issue to
Xxxxxxx, or his designee(s), 250,000 newly
issued 144 restricted shares, payable within 10 calendar days upon approval
& acceptance of this Agreement by the Company, to be held by Xxxxxxx, or his
designee(s), as a long-term investment, and
(ii)
Arrange
from a stockholder of the Company or his designee(s), 50,000
registered
or otherwise freely tradable common shares (“Stock”), payable within 5 calendar
days upon approval & acceptance of this Agreement by the
Company.
(iii) Arrange
from a stockholder of the Company or his designee(s), 200,000
common
shares (“Stock”) to be qualified and registered in the Company’s next
registration statement (SB-2), expected to occur within 60 calendar days of
approval & acceptance of this Agreement by the Company
It is
also hereby agreed that Xxxxxxx and the Company may in good faith negotiate
additional stock options with third party stockholders of the Company, at
various prices, on an as needed basis, to effectuate a stable secondary market
or for financing options.
The
payments referenced in this paragraph shall be in addition to any other
compensation, reimbursement of expenses, or costs described herein.
C. General
The
services to be provided by Xxxxxxx and/or his affiliates hereunder, do not
include the giving of tax, legal, regulatory, actuarial or other specialist
advice or the provision of any other services unless we specifically agree in
writing to provide such services. Xxxxxxx will have no liability in respect of
any services or advice provided to the Company by persons other than Xxxxxxx’x
affiliates (including accountants, legal advisers and other specialist advisers)
and the degree to which we may rely on the work of such other persons shall not
bc affected by any limitation of liability for such work agreed between them and
the Company.
Notwithstanding
that Xxxxxxx and/or its affiliates are not held responsible or liable for due
diligence, we reserve the right at our absolute discretion and for our own
purposes to take whatever steps we may consider appropriate to satisfy ourselves
as to the accuracy and completeness of any public documents issued in connection
with any transaction and the Company agrees to co-operate fully with us in the
taking of such steps.
If we
think it necessary or desirable, we may delegate the performance of any of the
services set out in this letter to any of our affiliated parties.
In
addition to all other charges payable to Xxxxxxx as per the terms hereof, the,
Company agrees to reimburse us, upon requests made from time to time, for all of
our reasonable pre-approved, out-of-pocket expenses incurred in connection with
our activities under this agreement.
D. Indemnity
The
Company agrees to indemnify Xxxxxxx, his affiliates and all related persons, in
accordance with the indemnification letter annexed hereto as Schedule A, the
provisions of which are incorporated herein in their entirety.
This
letter, including Schedule A, constitutes the entire understanding of the
parties with respect to the subject matter hereof and may not be altered or
amended except in a writing signed by both parties. This agreement shall be
governed by and construed under the laws of the State of Oklahoma without regard
to principles of conflicts of law thereof. Neither the execution and delivery of
this letter by the Company nor the consummation of the transactions contemplated
hereby will, directly or indirectly, with or without the giving of notice or
lapse of time, or both: (i) violate any provisions of the Certificate of
Incorporation or By-laws of the Company; or (ii) violate, or be in conflict
with, or constitute a default under, any agreement, lease, mortgage, debt or
obligation of the Company or require the payment, any pre-payment or other
penalty with respect thereto.
If the
foregoing correctly sets forth the terms of our agreement, kindly so indicate by
signing and returning the enclosed copy of this letter, along with securities
registered in the name of WARRIOR
CAPITAL, LLC, in the
appropriate amounts as per the terms of Section B above.
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| Xxxxxx X. Xxxxxxx, XxxXxxxxxx.xxx | ||
| |
|
|
| By: | /s/ Xxxxxx X. Xxxxxxx | |
|
By: Xxxxxx X. Xxxxxxx | ||
| Title: Managing Director | ||
| HouseRaising, Inc. | ||
| |
|
|
| Date: this 14th day of October, 2004 | By: | /s/ |
|
Name: Xxxxxx XxXxxxxx | ||
| Title: President | ||
Delivery
Instructions
Certificates
By Mail: Warrior
Capital, LLC
00000
Xxxxxx’x Xxxxx Xxxx, Xxxxx 000
Houston,
Texas 77079
Phone
(000) 000-0000
By
Journal Transfer: Ameritrade
For
Credit to: Warrior Capital, LLC
Acct #
781292057
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SCHEDULE
A - INDEMNIFICATION
Recognizing
that matters of the type contemplated in this engagement sometimes result in
litigation and that our role is advisory, the Company agrees to indemnify and
hold harmless Xxxxxxx, his affiliates and their respective officers, directors,
employees, agents and controlling persons (collectively, the “Indemnified
Parties”), from and against any losses, claims, damages and liabilities, joint
or several, related to or arising in any manner out of any transaction,
financing, proposal or any other matter (collectively, the “Matters”)
contemplated by the engagement of Xxxxxxx xxxxxxxxx, and will promptly reimburse
the Indemnified Parties for all expenses (including fees and expenses of legal
counsel) as incurred in connection with the investigation of, preparation for or
defense of any pending or threatened claim related to or arising in any manner
out of any Matter contemplated by the engagement of Xxxxxxx hereunder, or any
action or proceeding arising therefrom (collectively, “Proceedings”), whether or
not such Indemnified Party is a formal party to any such Proceeding.
Notwithstanding the foregoing, the Company shall not however, be liable in
respect of any losses, claims, damages, liabilities or expenses that a court of
competent jurisdiction shall have determined by final judgment resulted solely
from the gross negligence or willful misconduct of an Indemnified
Party.
The
Company agrees that if any indemnification or reimbursement sought pursuant to
this letter is held by a court for any reason to not be available to any
Indemnified Party or insufficient to hold it harmless as and to the extent
contemplated by this letter, then the Company shall contribute to the amount
paid or payable by such Indemnified Party in respect of losses, claims, damages
and liabilities in such proportion as is appropriate to reflect the relative
benefits to the Company and its stockholders on the one hand, and Xxxxxxx on the
other, in connection with the Matters to which such indemnification or
reimbursement relates or, if such allocation is not permitted by applicable law,
not only such relative benefits but also the relative faults of such parties to
the Company and/or its stockholders and to Xxxxxxx with respect to Xxxxxxx’x
engagement shall be deemed to be in the same proportion as (i) the total value
paid or received or to be paid or received by the Company and/or its
stockholders pursuant to the Matters (whether or not consummated) for which
Xxxxxxx is engaged to render financial advisory services bears to (ii) the fees
paid to Xxxxxxx in connection with such engagement. In no event shall the
Indemnified Parties contribute or otherwise be liable for an amount in excess of
the aggregate amount of fees actually received by Xxxxxxx pursuant to such
engagement (excluding amounts received by Xxxxxxx as reimbursement of
expenses).
The
indemnity, reimbursement, contribution provisions set forth herein shall remain
operative and in full force and effect regardless of (i) any withdrawal,
termination or consummation of or failure to initiate or consummate any Matter
referred to herein, (ii) any investigation made by or on behalf of any party
hereto or any person controlling (within the meaning of Section 15 of the
Securities Act of 1933, as amended, or Section 20 of the Securities Exchange Act
of 1934, as amended) any party hereto, (iii) any termination or the completion
or expiration of this letter or Xxxxxxx’x engagement and (iv) whether or not
Xxxxxxx shall, or shall not be called upon to, render any formal or informal
advice in the course of such engagement.
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