10
doc2.txt
Exhibit 10.2
PENN CAPITAL CANADA LTD.
Corporate Headquarter
00xx Xxxxx, 000 Xxxxxxxxx Xxxxxx
Xxxxxxxxx, XX X0X 0X0
Tel (000) 000-0000
Fax (000) 000-0000
URL : xxx.xxxx-xxxxxxx.xxx
AGREEMENT FOR CONSULTING SERVICES
The following constitutes an agreement (the "Agreement") between Penn Capital
Canada Ltd. ("PCC"), 00xx Xxxxx, Xxxxxxxxx Xxxxxx, Xxxxxxxxx, XX, X0X 0X0 and
the undersigned (hereinafter referred to as the "Client"):
CLIENT: Penn Biotech Inc.
ADDRESS: 0000-000 Xxxxxxxxx Xxxxxx
XXXX/XXXXX/XXX: Xxxxxxxxx, XX
CONTACT PERSON: Xxx Xxx
TELEPHONE: 000-000-0000
PCC hereby agrees to perform corporate consulting and advisory services for the
Client in conjunction with the development of a securities package for the
sale, to the public, of the securities of Client and other similar matters
upon the fully negotiated terms and conditions set forth herein. Both parties
agree that the terms and conditions of this agreement shall remain confidential
unless otherwise agreed to in writing. In consideration of mutual promises
made herein and for other good and valuable consideration, the sufficiency of
which are hereby acknowledged by PCC and Client, both parties agree as follows:
1. Duties of PCC: PCC will provide the services as outlined below. The
services are:
(a) "Incorporation of the Company" - British Columbia Provincial incorporation
services and Corporate records administration including minutes
(b) "Form F-1 Registration" - the preparation and filing of all the required
documents with regards to the Form F-1 registration with the SEC.
Included under this subparagraph are the following documents:
(1) Development of Business Plan;
(2) Development of Form F-1 registration statement or other appropriate
memorandum, pursuant to the Securities Act of 1933;
(3) The Foregoing documentation is limited to that required for
registration at the federal level only, each additional state
registration can be done by Standard & Poors; and
(4) Other required documents including subscription agreement, etc.
(c) "SEC Comment Letter Support" - assist the Client in answering any and all
comment letters from the SEC incident to the filing of the Client's Form F-1
as outlined above.
(d) "Form 15c2-11 Development" - the preparation of the Form 211 to be filed
with the NASD, by the appropriate licensed market maker, as the original
application for listing of the securities of the Client on the OTC Bulletin
Board. Included under this subparagraph are the following documents and
services:
(1) Form 211 Disclosure Statement;
(2) Appropriate Exhibits; and
(3) Application and Coordination Work with a Transfer Agent.
2. Optional Services: "Standard & Poor's - Market Access Service" - the
preparation of the initial application and subsequent follow up (i.e. point of
contact) to have the Client listed with Standard & Poor's Corporation Records
("S&P") to enable the Client's shareholders to qualify for the Blue Sky Manual
Exemption in up to thirty-eight states for all non-issuer transactions. PCC
will also oversee the filing of such state non-issuer exemption notice filings
upon listing in S&P.
3. Client to Provide Information: Client agrees to provide PCC with any
information and documents as may be requested by PCC in connection with the
services to be performed for Client. Client shall provide PCC with an overnight
express or similar account number (FedEx, AirBorne Express, UPS, DHL, etc)
which will be used by PCC when sending any documentation related to Client's
contract with PCC (see other expenses).
4. Compensation: Client shall provide CDN$20,000 for the services provided as
fully delineated in paragraph 1 of this Agreement.
5. Amendment and Modification: Subject to applicable law, this Agreement
may be amended, modified or supplemented only by a written agreement signed
by both parties. No oral modifications to this Agreement may be made.
1
6. Entire Agreement: This Agreement contains the entire understanding
between and among the parties and supersedes any prior understandings and
agreements among them respecting the subject matter of this Agreement. The
failure by PCC to insist on strict performance of any term or condition
contained in this Agreement shall not be construed by Client as a waiver,
at any time, of any rights, remedies or indemnifications, all of which shall
remain in full force and effect from time of execution through eternity.
7. Governing Law: This Agreement shall be governed by the laws of the
Province of British Columbia, and the venue for the resolution of any dispute
arising thereof shall be in Province of British Columbia.
8. No Legal Advice: Client further agrees and understands that although
documents and filings prepared by PCC are reviewed by its General Counsel,
PCC has not and does not render legal advice or offer legal assistance. All
requests for legal advice by clients of PCC will be referred legal counsel for
a proper legal opinion. Accordingly, no statements or representations by PCC
should be construed to be legal advice, and PCC advises Client to always
consult with its own attorney regarding the legalities of all investment
offerings, registrations or filings.
9. Post-Registration Responsibilities: Client understands and acknowledges
by the acceptance of this Agreement that all post-registration periodic or
special reports are the responsibility of the Client unless otherwise agreed
to in writing by PCC.
IN WITNESS THEREOF, the parties above have caused this Agreement to be duly
executed, as of the day and year set out below.
PENN CAPITAL CANADA LTD.
By: /S/_____________________________ November 15, 2002
Xxx X. Xxx, Chief Executive Officer Date
PENN BIOTECH INC.
By: /S/_____________________________ November 15, 2002
Xxx Xxx, Chief Executive Officer Date
