Exhibit 99.1
Advisory Agreement
Between Merchant Capital Corp.
&
Universal Media Holdings, Inc.
This Advisory Agreement (herein the "Agreement") is entered into this
26th day of November 2001 by and between Merchant Capital Corp. (herein the
"Consultant") and Universal Media Holdings, Inc. (herein the "Company").
RECITALS
The Consultant, through considerable experience, time and effort, has
created and developed a system for providing Advisory Services (the "Services")
to private and public companies.
The Company desires to obtain the services of the Consultant and on the
basis of previous telephone conversations and meetings between the Company and
the Consultant as well as other discussions, preliminary financial statements,
initial reports submitted by the Company, and the representations that the
Company has made to the Consultant describing the Company and its principals,
the present and proposed business activities of the Company, its operations,
financial condition and capital structure, and various agreements and documents
related thereto, the Consultant are willing to provide such services to the
Company.
Now, therefore, in consideration of the mutual covenants and promises
contained herein, the sufficiency of which is hereby acknowledged by each of the
parties, the Company and the Consultant hereby agree as follows:
1. The Consultant will perform Advisory Services for the Company on the
terms set forth below for a period of two years from the date hereof,
such services will be performed on a best efforts basis and will
include, without limitation, assistance with mergers, acquisitions
advice, all with the objective of accomplishing the Company's business
goals. In each instance, the Consultant shall endeavor, to assist in
identifying corporate candidates for mergers and acquisitions; to
provide planning, structuring, strategic and other advisory services to
the Company; and to assist in negotiations on behalf of the Company. In
each instance the Company will render such services as to which the
Company and the Consultant mutually agree and will exert its best
efforts to accomplish the goals agreed to by the Consultant and the
Company.
2. In connection with the performance of this AGREEMENT, the Consultant
and the Company shall comply with all applicable laws and regulations,
including, without limitation, those of the National Association of
Securities Dealers, Inc. and the Securities and Exchange Commission.
3. In consideration of the services previously rendered and to be rendered
by the Consultant hereunder, the Company will pay the Consultant a fee
of 800,000 shares of the Company's free-trading common stock, payable
upon execution of this agreement between the Consultant and the
Company, for its initial professional time, due diligence, expenses and
mobilization costs. Any additional fees or out of pocket expenses must
be approved by the Company before hand.
4. The Company agrees to indemnify and hold the Consultant and its
associates harmless from and against any and all losses, claims,
damage, liabilities, costs or expenses arising out of the Consultant
entering into or rendering services under this AGREEMENT except for any
losses, claims, damages, liabilities, costs or expenses resulting from
any violation by the Consultant of applicable laws and regulations
including, without limitation, those of the National Association of
Securities Dealers, Inc. and the Securities and Exchange Commissions or
any act by the Consultant involving intentional misconduct.
5. The Consultant AGREES to indemnify and hold the Company and its
associates harmless from and against any losses, claims, damages,
liabilities, costs or expenses resulting from any violation by the
Consultant of applicable laws and regulations including, without
limitation, those of the National Association of Securities Dealers,
Inc. and the Securities and Exchange Commission or any act by the
Consultant involving intentional misconduct.
6. Nothing contained in this AGREEMENT shall be construed to constitute
the Consultant as a partner, employee, or agent of the Company; nor
shall either party have any authority to bind the other in any respect,
it being intended that each shall remain an independent contractor.
7. This AGREEMENT may not be assigned by either party hereto, shall be
interpreted in accordance with the laws of the State of New York, and
shall be binding upon the successors of the parties.
8. If any paragraph, sentence, clause of phrase of this AGREEMENT is for
any reason declared to be, illegal, invalid, unconstitutional, void or
unenforceable, all other paragraphs, sentences, clauses or phrases
hereof not so held shall be and remain in full force and effect.
9. None of the terms of this AGREEMENT shall be deemed to be waived or
modified except by an express agreement in writing signed by the party
against whom enforcement of such waiver or modification is sought. The
failure of either party at any time to require performance by the other
party of any provision hereof shall in no way effect the full right to
require such performance at anytime thereafter. Nor shall the waiver by
either party of a breach of such provision hereof be taken or held to
be a waiver of any succeeding breach of such provision or as a waiver
of the provision itself.
10. Any dispute, claim or controversy arising out of or relating to this
AGREEMENT, or the breach thereof, shall be settled by arbitration in
New York, in accordance with the Commercial Arbitration Rules of the
State of New York District Courts. The parties hereto agree that they
will abide by and perform any award rendered by the arbitrator(s) and
that judgment upon any such award may be entered in any court, state or
federal, having jurisdiction over the party against whom the judgment
is being entered. Any arbitration demand, summons, complaint, other
process, notice of motion or other application to an arbitration panel,
Court or Judge, and any arbitration award or judgment may be served
upon any party hereto by registered or certified mail, or by personal
service, provided a reasonable time for appearance or answer is
allowed.
11. For purposes of compliance with laws pertaining to potential inside
information being distributed unauthorized to anyone, all
communications regarding the Company's confidential information should
only, be directed to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. If information is being
faxed, our confidential compliance fax number is for communication use.
APPROVED AND AGREED:
Universal Media Holdings, Inc.
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Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
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President
Merchant Capital Corp.
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Tel: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
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