FINANCIAL CONSULTING AGREEMENT
Agreement made this ____ day of _______, 1997 by and between Xxxxxx
Xxxxxx Securities, Inc. ("Consultant") and ThermaCell Technologies, Inc. (the
"Company").
WHEREAS, the Company desires to obtain Consultant's consulting
services in connection with the Company's business and financial affairs, and
Consultant is willing to render such services as hereinafter more fully set
forth.
NOW, THEREFORE, the parties hereby agree as follows:
1. The Company hereby engages and retains Consultant and Consultant
hereby agrees to use its best efforts, to render to the Company the consulting
services hereinafter described for a period of two years commencing as of, and
conditioned upon, the closing of the underwriting contemplated in the
Registration Statement on Form SB-2, No. 333-_______, declared effective by the
Securities and Exchange Commission on __________, 1997.
2. Consultant's services hereunder shall consist of consultations
with the Company concerning investment banking and other financial matters to be
determined by the Company.
3. The Company agrees that Consultant shall not be precluded during
the term of this Agreement from providing other consulting services or engaging
in any other business activities whether or not such consulting services or
business activities are pursued for gain, profit or other pecuniary advantage
and whether or not such consulting activities are in direct or indirect
competition with the business activities of the Company.
4. The Company agrees to pay to Consultant for its services
hereunder the sum of One Percent (1%) of the gross proceeds of the Company's
initial public offering. The Company agrees that the entire sum due to
Consultant hereunder shall be paid in full on the date hereof.
5. Consultant shall be entitled to reimbursement by the Company of
such reasonable out-of-pocket expenses as Consultant may incur in performing
services under this Agreement.
6. All final decisions with respect to consultations or services
rendered by Consultant pursuant to this Agreement shall be those of the Company,
and there shall be no liability on the part of the Consultant in respect
thereof. This Agreement and the Underwriting Agreement dated __________, 1997
contain the entire agreement of the parties hereto with respect to the subject
matter hereof, and there are no representations or warranties other than as
shall be herein or therein set forth. No waiver or modification hereof shall be
valid unless in writing. No waiver of any term, provision or condition of this
Agreement, in any one or more instance, shall constitute a waiver of any other
provision thereof, whether or not similar, nor shall such waiver constitute a
continuing waiver.
7. This Agreement shall be governed, construed and enforced in
accordance with the laws of the State of New York, without regard to the
principals of conflicts of laws.
IN WITNESS WHEREOF, the parties hereto have caused the agreement to be
signed as of the day and year first above written.
THERMACELL TECHNOLOGIES, INC.
By:
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Name: Xxxx Pidorenko
Title: President
XXXXXX XXXXXX SECURITIES, INC.
By:
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Name: Xxxxxxx X. Xxxxxxxx
Title: Director of Corporate Finance
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