EXHIBIT 10.1
ADVISORY AGREEMENT
Agreement (the "Agreement") dated as of April 22, 2003, by and
between Hy-Tech Technologies Group, Inc. and its subsidiaries, (hereinafter
referred to as the "Company"), the Xxxx X. XxXxxx Revocable Trust dated March
17, 1998 ("Xxxx Trust"), Xxxxx X. XxXxxx Revocable Trust dated March 17, 1998
("Xxxxx Trust"), Xxxxx X. Xxxxxxx Revocable Trust dated April 19, 2000 ("Xxxxx
Trust"), Xxxxxxxx X. Xxxxxxx Revocable Trust dated April 19, 2000 ("Xxxxxxxx
Trust") and Altos Bancorp Inc., (hereinafter referred to as the "Advisor.")
W I T N E S S E T H:
WHEREAS, the Company desires to retain the Advisor and the
Advisor desires to be retained by the Company pursuant to the terms and
conditions hereinafter set forth:
NOW, THEREFORE, in consideration of the foregoing and the
mutual promises and covenants herein contained, it is hereby agreed as follows:
SECTION 1. RETENTION.
(a) The Company hereby retains the Advisor on an exclusive
basis to perform the services set forth in Section 1 (b) below during the one
(1) year period, which shall be renewable upon written agreement of the parties
for additional six-month periods (the initial one-year period and any renewals
thereof, the "Term"), commencing on the date hereof, and the Advisor hereby
accepts such retention and shall perform for the Company the duties described
herein, faithfully and to the best of its ability. During the Term, the Advisor
shall report directly to the President of the Company or the President of the
Company shall designate another senior officer.
(b) The Advisor shall serve as a business advisor to the
Company and render such advice and services to the Company as may be reasonably
requested by the Company including, without limitation, equity and/or debt
financings, strategic planning, merger and acquisition possibilities and
business development activities including, without limitation, the following:
(i) study and review of the business, operations, and
historical financial performance of the Company (based upon management's
forecast of financial performance) so as to enable the Advisor to provide advice
to the Company;
(ii) assist the Company in attempting to formulate
the best strategy to meet the Company's working capital and capital resource
needs;
(iii) assist in the formulation of the terms and
structure of any reasonable proposed business combination transaction involving
the Company;
(iv) assist in the presentation to the Board of
Directors of the Company of any proposed transaction;
(v) advise the Company in the preparation of press
releases and other communications with the financial and investment communities;
(vi) assist the Company in its efforts to have its
securities listed on a nationally listed stock exchange by analyzing the
quantitative and qualitative requirements as required by any exchange, including
but not limited to (A) net tangible assets or market capitalization or
shareholders equity or net income, (B) public float of the Company's common
stock, (C) market-makers, (D) shareholders, (E) corporate governance
requirements, (F) independent directors, (G) audit and compensation committees
and (H) assist, where necessary, in an effort to enable the Company to obtain an
exchange listing and to be in a position to remain continuously listed
thereafter; and
(vii) introduce the Company to potential lenders of
funds as well as to potential investors (whether such investment is in the form
of debt and/or equity financing or some combination thereof).
SECTION 2. COMPENSATION.
(a) If the Advisor introduces the Company to any provider of
an equity financing (the "Equity Financing") which the Company closes, the
Company shall pay the Advisor a fee consisting of (i) cash in an amount equal to
ten percent (10%) of the total gross cash proceeds of the Equity Financing and
(ii) warrants to purchase such number of shares of the Company's common stock
(the "Common Stock") as shall equal ten percent (10%) of the shares of the
Common Stock issued or to be issued upon conversion and/or exercise in the
Equity Financing on a post-financing, fully-diluted basis at an exercise price
of $0.01 per share and exercisable, in whole or in part, during the five (5)
year period commencing on the issuance date of such warrants (the "Warrant
Fee"). The Warrant Fee, at the option of the Advisor, may be paid for in cash or
by an exchange as a "cashless exercise."
(b) If the Advisor introduces the Company to any merger
candidate or facilitates a merger or acquisition with a public or private
company (the "Merger"), which the Company closes, the Company shall pay the
Advisor a fee consisting of (i) cash in an amount equal to ten percent (10%) of
the total gross cash proceeds of the Merger and (ii) a Warrant Fee equal to ten
percent (10%) of the shares of the Common Stock issued or to be issued upon
conversion and/or exercise in the Merger on a post-financing, fully-diluted
basis. The Warrant Fee, at the option of the Advisor, may be paid for in cash or
by an exchange as a "cashless exercise." In the event the Company is not the
surviving entity of the Merger, then the Warrant Fee shall be issued and
convertible into the common stock of such surviving entity.
.
(c) If the Advisor introduces the Company to sources
(individually, the "Advisor Source") who provide any of the following capital
related instruments for the Company (each a "Transaction"), the Company shall
pay the Advisor a cash fee at closing based upon the total face value of the
Transaction in accordance with the following schedule: (i) six percent (6%) of
any debt financing; (ii) three percent (3%) of any revolving credit line; (iii)
two percent (2%) of any credit enhancement instrument, including on an insured
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Advisor Initial:________ Company Initial:_______
or guaranteed basis; and (iv) ten percent (10%) of any revenue-producing
contract, fee-sharing arrangement, or similar agreement. This obligation shall
survive for a period of two (2) years from the date of execution of the
agreement for each Transaction.
(d) In the event an Advisor Source provides an Equity
Financing and/or a Transaction to satisfy the Company's obligation to SunTrust
Bank, as defined herein, then upon the closing of such event (i) the Company
agrees to grant to Advisor option to purchase Ten Million (10,000,000) shares of
the Common Stock currently owned by the persons listed in Schedule B attached
hereto (the "SunTrust Option Fee") in addition to all compensation set forth in
Section 2 (a) and (b); and (ii) the persons listed in Schedule B attached hereto
agree to grant a proxy on all of the shares of Common Stock which appear next to
their respective names to the Advisor. The SunTrust Option Fee shall be paid in
accordance with all the terms and conditions of a Warrant Fee as provided
herein, including but not limited to registration rights on the Shares
underlying the SunTrust Option Fee. The SunTrust obligation will be deemed
satisfied for the purposes of this Agreement upon the execution of any financing
mechanism that combines the actual payment of funds with any "firm commitment"
from an institutional fund for a "PIPE", or similar type investment, which
includes the satisfaction of the Company's written settlement with SunTrust on
matters relating to the Company, Hy-Tech Computer Systems, Inc, Xxxx X. XxXxxx
and Xxxxx X. Xxxxxxx. The Advisor will have the right to exercise the SunTrust
Option Fee at anytime from and after the satisfaction of the SunTrust obligation
as provided for herein.
(e) Each Advisor Source introduced to the Company under
Section 2 (c) on the date of this Agreement shall be listed in Schedule A
annexed hereto and made a part hereof. Subsequent to the date of this Agreement
and immediately upon the Advisor's introduction of an Advisor Source to the
Company, the Advisor shall amend Schedule A to include each additional Advisor
Source and deliver such amended Schedule A to the Company and the Escrow Agent
within ten (10) days of such introduction.
(f) The Company shall pay to the Advisor a retainer fee in the
amount of Thirty Thousand Dollars ($30,000). Ten Thousand Dollars ($10,000) to
be paid upon the release by SunTrust Bank of garnishments of the Company's
checking accounts, and Twenty Thousand dollars ($20,000) to be paid when the
Company closes a working capital loan, or equity financing in an amount greater
than Eight Hundred Thousand ($800,000). The Retainer Fee shall be paid to the
Advisor by the Company in certified funds or by wire transfer of immediately
available funds to the accounts designated by the Advisor.
(g) Except as otherwise provided for herein:
(i) All fees due to the Advisor hereunder shall have no
offsets, are non-refundable, non-cancelable and shall be free and clear of any
and all encumbrances.
(ii) All cash fees due the Advisor hereunder shall be
paid to the Advisor immediately upon closing of any Equity Financing, Merger,
and Transaction (collectively, the "Fee Transaction") by wire transfer of
immediately available funds from the proceeds of the Fee Transaction, either
directly or from the formal or informal escrow arrangement established for the
Fee Transaction (collectively, the "Closing Agent"), pursuant to the written
wire transfer instructions of the Advisor to the Closing Agent.
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Advisor Initial:________ Company Initial:_______
(iii) All securities fees due the Advisor hereunder
shall be made via DTC or the DWAC system, or by certified certificates, as
applicable, and shall be delivered to the Advisor from the Closing Agent
immediately upon closing of any Fee Transaction.
(iv) All securities fees due the Advisor hereunder
shall be duly issued, fully-paid (exclusive of warrants or options) and
non-assessable and shall be in the same form, with the same terms and conditions
as the securities provided to the Company pursuant to any Fee Transaction.
(v) All fees due the Advisor hereunder shall be paid
in shares of the Common Stock and warrants and/or options to purchase shares of
the Common Stock (collectively, the "Registerable Stock") shall be duly issued,
fully-paid (exclusive of warrants or options), non-assessable. Notwithstanding
anything otherwise contained herein, the Company agrees that it shall provide
piggyback registration rights and register the Registerable Stock, on Form XX-0,
X-0, X-0 or similar registration statement and in compliance with any and all
federal and state securities laws, in the name(s) of and to the account(s)
designated by the Advisor. The Company agrees to pay all costs associated with
registering the Registerable Stock for resale.
(h) The Company authorizes and directs the Closing Agent to
distribute directly or from escrow any and all fees due the Advisor hereunder.
The Company agrees that such fees and the manner of payment and delivery as
herein provided shall be included in the documentation of any Fee Transaction.
SECTION 3. EXPENSES. The Company shall reimburse the Advisor
for all out-of-pocket expenses incurred by the Advisor in connection with its
duties hereunder, including but not limited to the Advisor's due diligence
activities with respect to the Company. Any such expenses shall require the
prior written approval of the Company and shall be evidenced by written
documentation prior to reimbursement. Reimbursement by the Company to the
Advisor will be made within thirty (30) days of the Company's receipt of said
documentation.
SECTION 4. TERMINATION FEE. Provided that the Advisor is
proceeding in good faith at all times, the Company warrants that it will not
terminate this Agreement for any reason unless such termination is made pursuant
to Section 5 of this Agreement. The Company also warrants that it will not
terminate, cancel or rescind any agreements, term sheets or letters of intent
pursuant to any Equity Financing, Merger, Transaction or Other Transaction the
Company enters into that was facilitated by the Advisor unless such cancellation
is made pursuant to pertinent "out clauses" of those respective documents ("Just
Cause"). In the event the Company elects not to proceed with a Equity Financing,
Merger, Transaction or Other Transaction that was facilitated by the Advisor
without just cause, the Company shall immediately pay to the Advisor a
termination fee equal to fifty percent (50%) of the total fees that would have
been paid to the Advisor had the transaction been effected.
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Advisor Initial:________ Company Initial:_______
SECTION 5. TERMINATION. This Agreement and the Advisor's
engagement hereunder shall not be terminated by Company under any circumstances
nor for any reason whatsoever, unless all compensation due to Advisor pursuant
to Section 2 above has been distributed to the Advisor from the Closing Agent.
SECTION 6. CONFIDENTIAL INFORMATION. The Advisor agrees that
during and after the Term, it will keep in strictest confidence, and will not
disclose or make accessible to any other person without the written consent of
the Company, the Company's products, services and technology, both current and
under development, promotion and marketing programs, lists, trade secrets and
other confidential and proprietary business information of the Company or any of
its clients and third parties including, without limitation, Proprietary
Information (as defined in Section 7) (all of the foregoing is referred to
herein as the "Confidential Information"). The Advisor agrees (a) not to use any
such Confidential Information for himself or others; and (b) not to take any
such material or reproductions thereof from the Company's facilities at any time
during the Term except, in each case, as required in connection with the
Advisor's duties hereunder.
Notwithstanding the foregoing, the parties agree that the
Advisor is free to use (a) information in the public domain not as a result of a
breach of this Agreement, (b) information lawfully received form a third party
who had the right to disclose such information and (c) the Advisor's own
independent skill, knowledge, know-how and experience to whatever extent and in
whatever way he wishes, in each case consistent with his obligations as the
Advisor and that, at all times, the Advisor is free to conduct any research
relating to the Company's business.
SECTION 7. OWNERSHIP OF PROPRIETARY INFORMATION. The Advisor
agrees that all information that has been created, discovered or developed by
the Company, its subsidiaries, affiliates, licensors, licensees, successors or
assigns (collectively, the "Affiliates") (including, without limitation,
information relating to the development of the Company's business created,
discovered, developed by the Company or any of its affiliates during the Term,
and information relating to the Company's customers, suppliers, advisors, and
licensees) and/or in which property rights have been assigned or otherwise
conveyed to the Company or the Affiliates, shall be the sole property of the
Company or the Affiliates, as applicable, and the Company or the Affiliates, as
the case may be, shall be the sole owner of all patents, copyrights and other
rights in connection therewith, including without limitation the right to make
application for statutory protection. All the aforementioned information is
hereinafter called "Proprietary Information." By way of illustration, but not
limitation, Proprietary Information includes trade secrets, processes,
discoveries, structures, inventions, designs, ideas, works of authorship,
copyrightable works, trademarks, copyrights, formulas, improvements, inventions,
product concepts, techniques, marketing plans, merger and acquisition targets,
strategies, forecasts, blueprints, sketches, records, notes, devices, drawings,
customer lists, patent applications, continuation applications,
continuation-in-part applications, file wrapper continuation applications and
divisional applications and information about the Company's Affiliates, its
employees and/or advisors (including, without limitation, the compensation, job
responsibility and job performance of such employees and/or advisors).
All original content, proprietary information, trademarks,
copyrights, patents or other intellectual property created by the Advisor that
does not include any specific information relative to the Company's proprietary
information, shall be the sole and exclusive property of the Advisor.
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Advisor Initial:________ Company Initial:_______
SECTION 8. INDEMNIFICATION. The Company represents that all
materials provided or to be provided to the Advisor or any third party regarding
the Company's financial affairs or operations are and shall be truthful and
accurate and in compliance with any and all applicable federal and state
securities laws. The Company agrees to indemnify and hold harmless the Advisor
and its advisors, professionals and affiliates, the respective directors,
officers, partners, members, managers, agents and employees and each other
person, if any, controlling the Advisor or any of its affiliates to the full
extent lawful, from and against all losses, claims, damages, liabilities and
expenses incurred by them (including reasonable attorneys' fees and
disbursements) that result from actions taken or omitted to be taken (including
any untrue statements made or any statement omitted to be made) by the Company,
its agents or employees which relate to the scope of this Agreement and the
performance of the services by the Advisor contemplated hereunder. The Advisor
will indemnify and hold harmless the Company and the respective directors,
officers, agents, affiliates and employees of the Company from and against all
losses, claims damages, liabilities and expenses that result from bad faith,
gross negligence or unauthorized representations of the Advisor. Each person or
entity seeking indemnification hereunder shall promptly notify the Company, or
the Advisor, as applicable, of any loss, claim, damage or expense for which the
Company or the Advisor, as applicable, may become liable pursuant to this
Section 8. No party shall pay, settle or acknowledge liability under any such
claim without consent of the party liable for indemnification, and shall permit
the Company or the Advisor, as applicable, a reasonable opportunity to cure any
underlying problem or to mitigate actual or potential damages. The scope of this
indemnification between the Advisor and the Company shall be limited to, and
pertain only to certain transactions contemplated or entered into pursuant to
this Agreement.
The Company or the Advisor, as applicable, shall have the
opportunity to defend any claim for which it may be liable hereunder, provided
it notifies the party claiming the right to indemnification in writing within
fifteen (15) days of notice of the claim.
The rights stated pursuant to this Section 8 shall be in
addition to any rights that the Advisor, the Company, or any other person
entitled to indemnification may have in common law or otherwise, including, but
not limited to, any right to contribution.
SECTION 9. NOTICES. Any notice or other communication under
this Agreement shall be in writing and shall be deemed to have been duly given:
(a) upon facsimile transmission (with written transmission confirmation report)
at the number designated below; (b) when delivered personally against receipt
therefore; (c) one day after being sent by Federal Express or similar overnight
delivery; or (d) five (5) business days after being mailed registered or
certified mail, postage prepaid. The addresses for such communications shall be
as set forth below or to such other address as a party shall give by notice
hereunder to the other party to this Agreement.
If to the Company: Hy-Tech Technologies Group, Inc.
0000 Xxx Xxxxx Xx.
Xxxx Xxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xx. Xxxx X. XxXxxx, CEO
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Advisor Initial:________ Company Initial:_______
If to the Advisor: Altos Bancorp, Inc.
000 Xxxxx Xx., XXX 000
Xxx Xxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xx. Xxxxxx Xxxxxxx, CEO
With copies to: Xxxxxx Gottbetter & Xxxxxxxx, LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xx. Xxxx X. Xxxxxxxxxx
With copies to: Maximum Ventures, Inc.
0000 Xxxx Xxxxxxx Xxxx, Xxxxx 000
Xxxxxxxx, Xxx Xxxx 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Attention: Xx. Xxxxxxx "Avi" Mirman, President
SECTION 10. STATUS OF ADVISOR. The Advisor shall be deemed to
be an independent contractor and, except as expressly provided or authorized in
this Agreement, shall have no authority to act for on behalf of or represent the
Company. This Agreement does not create a partnership or joint venture.
SECTION 11. OTHER ACTIVITIES OF ADVISOR. The Company
recognizes that the Advisor now renders and may continue to render financial
consulting and other investment banking services to other companies that may or
may not conduct business and activities similar to those of the Company. The
Advisor shall not be required to devote its full time and attention to the
performance of its duties under this Agreement, but shall devote only so much of
its time and attention as it deems reasonable or necessary for such purposes.
SECTION 12. SUCCESSORS AND ASSIGNS. This Agreement and all of
the provisions hereof shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and permitted assigns. This
Agreement and any of the rights, interests or obligations hereunder may be
assigned by the Advisor without the prior written consent of the Company. This
Agreement and any of the rights, interests or obligations hereunder may not be
assigned by the Company without the prior written consent of the Advisor, which
consent shall not be unreasonably withheld.
SECTION 13. SEVERABILITY OF PROVISIONS. If any provision of
this Agreement shall be declared by a court of competent jurisdiction to be
invalid, illegal or incapable of being enforced in whole or in part, the
remaining conditions and provisions or portions thereof shall nevertheless
remain in full force and effect and enforceable to the extent they are valid,
legal and enforceable, and no provision shall be deemed dependent upon any other
covenant or provision unless so expressed herein.
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Advisor Initial:________ Company Initial:_______
SECTION 14. ENTIRE AGREEMENT; MODIFICATION. This Agreement and
the schedule hereto contains the entire agreement of the parties relating to the
subject matter hereof, and the parties hereto and thereto have made no
agreements, representations or warranties relating to the subject matter of this
Agreement which are not set forth herein. No amendment or modification of this
Agreement shall be valid unless made in writing and signed by each of the
parties hereto.
SECTION 15. NON-WAIVER. The failure of any party to insist
upon the strict performance of any of the terms, conditions and provisions of
this Agreement shall not be construed as a waiver or relinquishment of future
compliance therewith, and said terms, conditions and provisions shall remain in
full force and effect. No waiver of any term or condition of this Agreement on
the part of any party shall be effective for any purpose whatsoever unless such
waiver is in writing and signed by such party.
SECTION 16. REMEDIES FOR BREACH. The Advisor and Company
mutually agree that any breach of Sections 2, 4, 5, 6, 7, 8 or 9 of this
Agreement by the Advisor or the Company may cause irreparable damage to the
other party and/or their affiliates, and that monetary damages alone would not
be adequate and, in the event of such breach or threat of breach, the damaged
party shall have, in addition to any and all remedies at law and without the
posting of a bond or other security, the right to an injunction, specific
performance or other equitable relief necessary to prevent or redress the
violation of either party's obligations under such Sections. In the event that
an actual proceeding is brought in equity to enforce such Sections, the
offending party shall not urge as a defense that there is an adequate remedy at
law nor shall the damaged party be prevented from seeking any other remedies
that may be available to it. The defaulting party shall pay all attorney's fees
and costs incurred by the other party in enforcing this Agreement.
SECTION 17. GOVERNING LAW. The parties hereto acknowledge that
the transactions contemplated by this Agreement bear a reasonable relation to
the state of New York. This Agreement shall be governed by, and construed and
interpreted in accordance with, the internal laws of the state of New York
without regard to such state's principles of conflicts of laws. The parties
irrevocably and unconditionally agree that the exclusive place of jurisdiction
for any action, suit or proceeding ("Actions") relating to this Agreement shall
be in the state and/or federal courts situate in the county and state of New
York. Each party irrevocably and unconditionally waives any objection it may
have to the venue of any Action brought in such courts or to the convenience of
the forum. Final judgment in any such Action shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment, a certified or true
copy of which shall be conclusive evidence of the fact and the amount of any
indebtedness or liability of any party therein described. Service of process in
any Action by any party may be made by serving a copy of the summons and
complaint, in addition to any other relevant documents, by commercial overnight
courier to any other party at their address set forth in this Agreement.
SECTION 18. HEADINGS. The headings of the Sections are
inserted for convenience of reference only and shall not affect any
interpretation of this Agreement.
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Advisor Initial:________ Company Initial:_______
SECTION 19. COUNTERPARTS. This Agreement may be executed in
counterpart signatures, each of which shall be deemed an original, but all of
which, when taken together, shall constitute one and the same instrument, it
being understood that both parties need not sign the same counterpart. In the
event that any signature is delivered by facsimile transmission, such signature
shall create a valid and binding obligation of the party executing (or on whose
behalf such signature is executed) the same with the same force and effect as if
such facsimile signature page were an original thereof.
[Signature Page Immediately Follows]
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Advisor Initial:________ Company Initial:_______
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first written above.
HY-TECH TECHNOLOGIES GROUP, INC.
By: _____________________________
Xxxx X. XxXxxx, CEO
ALTOS BANCORP, INC.
By: _____________________________
Xxxxxx Xxxxxxx, CEO
Xxxx X. XxXxxx, trustee for the
Xxxx X. XxXxxx Revocable Trust dated March 17, 1998
By: _____________________________
Xxxx X. XxXxxx
Xxxxx X. XxXxxx, trustee for the
Xxxxx X. XxXxxx Revocable Trust dated March 17, 1998
By: _____________________________
Xxxxx X. XxXxxx
Xxxxx X. Xxxxxxx, trustee for the
Xxxxx X. Xxxxxxx Revocable Trust dated April 19, 2000
By: _____________________________
Xxxxx X. Xxxxxxx
Xxxxxxxx X. Xxxxxxx, trustee for the
Xxxxxxxx X. Xxxxxxx Revocable Trust dated April 19, 2000
By: _____________________________
Xxxxxxxx X. Xxxxxxx
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Advisor Initial:________ Company Initial:_______
SCHEDULE A
MERGER, ACQUISITION, STRATEGIC ALLIANCE, LENDER & INVESTOR LIST
For: Hy-Tech Technologies Group, Inc.
By: Altos Bancorp, Inc.
CONFIDENTIAL
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Advisor Initial:________ Company Initial:_______
SCHEDULE B
The following calculation is upon the assumption that as of the date of the
execution of this contract, HYTT has approximately 27 million shares outstanding
on a fully-diluted basis (assuming the certificate to Mercatus for 13,888,889
shares will be cancelled).
Shares by McNear, Conklin, and affiliates subject to option (10,000,000 shares)
and irrevocable proxy (15,838,448):
Shares Subject Shares
To Option Subject to
Proxy*
Xxxx X. XxXxxx, trustee for the
Xxxx X. XxXxxx Revocable Trust dated March 17, 1998 3,959,612 3,959,612
Xxxxx X. XxXxxx, trustee for the
Xxxxx X. XxXxxx Revocable Trust dated March 17, 1998 1,040,388 3,959,612
Xxxxx X. Xxxxxxx, trustee for the
Xxxxx X. Xxxxxxx Revocable Trust dated April 19, 2000 3,959,612 3,959,612
Xxxxxxxx X. Xxxxxxx, trustee for the
Xxxxxxxx X. Xxxxxxx Revocable Trust dated April 19, 2000 1,040,388 3,959,612
---------- ---------
Total 10,000,000 15,838,448
* The proxy will be irrevocable for (a) the term of the option with respect to
shares that are subject to the option and (b) six (6) months with respect to
shares that are not subject to the option.
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Advisor Initial:________ Company Initial:_______
