Salamon Brothers LLC Xxx.Xx.(000)000-0000
00 Xxxxxxxx Xxx Xxx.Xx.(000)000-0000
Xxxxxxxx, N.Y. 11559 Xxxxx-xxxxxxx.xxxxxxxx@xxxxxxx.xxx
AGREEMENT
Agreement (this "Agreement") dated as of March 19, 2004 between Unico,
Inc. an Arizona corporation(the "Company"), and Xxxxxx Xxxxxxx (the
"Consultant").
WHEREAS, the Company and Consultant desire to terminate the current
agreement between the parties and have such agreement replaced in its entirety
by the terms and provisions of this Agreement; and-
NOW. THEREFORE, in consideration of the premises and the representations,
covenants and agreements hereinafter set forth, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the Company and the Consultant agree as follows:
Section 1. Introductions. The Company acknowledges that the Consultant
has and will introduce the Company to certain of its contacts (collectively,
"Contacts"). Any Contact that has been introduced to the Company will be so
deemed only if and when the parties have identified, agreed to and executed a
documented and dated list of such Contacts and their introductions.
Section 2. Consultant's Fee. For providing services as set forth herein,
the Consultant shall be entitled to the following compensation:
(i) The Consultant shall be issued 2% of the authorized amount of any
class of preferred stock created by Javelin Holdings for the benefit of
management.
(ii) For any Contact which gives the Company monies issued in
consideration of a convertible debenture to he issued by the Company, the
Company shall pay the Consultant 10% of the amount of such financing. Said fee
shall be paid in cash to the Consultant when monies are received by the
funding group. The Company shall pay said cash fee only if a transaction is
consummated with a Contact. Any amounts payable to the Company in installments
shall be deemed paid only when the installment is paid to the Company.
(iii) For any Contacts which purchase Regulation E stock issued by the
Company, the Consultant shall be entitled to 5% for the first $1 million of
such stock purchased; 4% of the next $1 million; 3% for the next $1 million;
2% for the next $I million and for all amounts above $4 million. 1%.All monies
are to be paid to Consultant on the day the Company receives the monies from
funding group.
Section 3. Retainer and Expenses. No retainer or similar advance payments
will be paid or considered due by the Company to the Consultant. All expenses
incurred by the Consultant and Contact shall be the sole responsibility of the
Consultant and Contact. The Company will not reimburse any expenses incurred
by the Consultant or Contact.
Section 4. Miscellaneous. Any and all previous agreements and
arrangements between the parties are hereby terminated and have no further
force and effect. This Agreement shall inure to the benefit of the parties
hereto and their respective successors and assigns. In case any provision of
this Agreement shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions of the Agreement shall
not in any way be affected or impaired thereby. This Agreement shall be
governed by and construed in accordance with the laws of the State of New York
without giving effect to choice of law doctrine. Each party hereto consents to
personal jurisdiction in New York State and voluntarily submits to its
jurisdiction in any action or proceeding with respect to this Agreement. Venue
for any action arising hereunder shall lie in the state and federal courts
located in New York, New York. This Agreement shall constitute the entire
agreement, whether oral or written, of the parties hereto and may only he
amended by a writing executed by the parties hereto. The Company acknowledges
that this Agreement shall only relate to the services provided for herein and
any other services requested of the Consultant by the Company shall be subject
to a separate agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
Unico, Inc
/s/ Xxx X. Xxxxx
By:_____________________
Name: Xxx Xxxxx
Title: CEO
/s/ Xxxxxx Xxxxxxx
________________________
Xxxxxx Xxxxxxx
Xxxxxxx Brothers LLC
