EXHIBIT 10.10
FIRST LONDON CORPORATION
0000 Xxxxxxxxx Xxxxxx
Xxxxxx, Xxxxx 00000
(000) 000-0000 Member NASD * SIPC
(000) 000-0000
July 31, 2002
Xxxxxxx X. Xxxxxxxx, Chairman of the Board & CEO
Xxxxxxxx Foods of Distinction, Inc.
00000 Xxx Xxxxxxx Xxxxxx
Xxxxxxx, XX 00000
RE: Financial Advisory and Investment Banking Services
Dear Xx. Xxxxxxxx:
This letter outlines the terms upon which First London Securities Corporation
("FLSC") proposes to be engaged by Xxxxxxxx Foods of Distinction, Inc. (the
"Company") to furnish Financial Advisory Services to the Company as described
below:
I. Financial Advisory Services
Section 1. Services Provided by FLSC
(i) Complete a due diligence file of the Company's business,
operations, properties, financial condition, management and
strategic direction of the Company, as well as make suggestions
on how the Company might enhance any of the above;
(ii) Assist the Company in the development of relationships with the
investment community, including potential and current market
makers, potential investors and research analysts;
(iii) Help the Company develop strategies that may enhance shareholder
value;
(iv) Analyze and advise the Company on the merits and pricing of any
debt and or equity capital to be raised;
(v) Be available for any other consultations that the Company desires.
Section 2. Term of Engagement
The term of the FLSC's engagement shall be from the date of this Agreement
(the "Initial Term") for a total of six (6) months. Notwithstanding the
foregoing, either party may terminate this Agreement at any time upon ten (10)
days written notice to the other party. In which event either party will have
any further obligations hereunder, except for any unpaid amounts under Section
3 and 4 below.
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Section 3. Fees
A total fee of $18,000 shall be paid to FLSC as a result of the terms
described herein, of which $3,000 shall be payable to FLSC via wire transfer
or company check upon signing of this Letter of Intent, with the additional
$15,000 payable in five equal installments of $3,000 through December 2002.
Section 4.
In addition to the engagement fees in paragraph 3, the Company agrees to
reimburse FLSC on a monthly basis for pre-approved reasonable travel and out-
of-pocket expenses incurred by FLSC or their respective counsel with regard to
rendering services hereunder, including but not limited to, airfare, hotel and
other expenses in connection with visiting the Company which may include a due
diligence trip to the Company's headquarters by FLSC and it's counsel, and
expenses incurred in connection with any road show or other presentations or
marketing efforts made on behalf of the Company by FLSC.
II. Representation by the Company
The Company represents that all information provided to FLSC in connection
with the services to be performed under this Agreement will be complete and
correct in all material respects and will not contain any untrue statement of
a material fact or omit to state any material fact necessary to make the
statements contained herein, in light of the circumstances under which they
were made, not misleading (the "Information").
III. General
This Agreement may not be amended or modified except in writing and signed by
FLSC and the Company, and shall be governed by and construed in accordance
with the laws of the State of Delaware and all obligations shall be performed
in the appropriate County where the Company operates. This Agreement is
binding upon and inures to the benefit of the parties hereto and the FLSC
Indemnities.
Delivered herewith are two identical copies of this letter. If the foregoing
accurately reflects our mutual agreement with respect to the matters set forth
herein, please confirm your agreement to the foregoing by signing both of the
enclosed copies of this letter and returning to us one executed copy of this
letter overnight express delivery.
We appreciate the opportunity to work with you and we look forward to a
successful transaction as a continuation of our mutually beneficial
relationship.
FIRST LONDON SECURITIES CORPORATION
By:/s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx, President
Agreed to and accepted as of the date first above written.
XXXXXXXX FOODS OF DISTINCTION, INC.
By:/s/ Xxxxxxx Xxxxxxxx
Xxxxxxx Xxxxxxxx, CEO and Chairman of the Board
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