REVISED FINANCIAL CONSULTING AGREEMENT
Agreement made as of the 27th day of April 1999, by and between the following
parties:
Icy Splash Food & Beverage, Inc. "Company", being a corporate entity which is
duly organized and is validly existing pursuant to law, maintaining its
principal offices at: 0-00 000xx Xxxxxx, Xxxxx 0X, Xxxxxxxxxx, XX 00000.
And,
Southern Financial Services, Inc., "Consultant", being a corporate entity which
is duly organized and is validly existing pursuant to law, maintaining its
principal offices at 0000 XX 00xx Xxxxx, Xxxxx 000, Xx. Xxxxxxxxxx, XX 00000.
WHEREAS, the parties mutually desire to enter into a formal business
relationship, and do hereby agree that the following accurately reflects their
entire understanding.
IN CONSIDERATION of the covenants, terms and conditions herein stated, the
undersigned parties agree as follows;
1. Consultant's Obligations.
1.1 At all times for the duration of this Agreement, the Consultant shall
use its best efforts to assist the Company in obtaining equity financing through
the making of a secondary market in the common stock of the Company which, if
successful, will result in the exercise of 950,000 Warrants ("Offering"). And,
1.2 The Consultant, among other things, shall specifically be responsible
for procuring a broker/dealer who will file the appropriate 15c2-11, which will
allow the Company to obtain a symbol allowing it to be quoted on the OTC -
Bulletin Board.
2. Company Obligations. At all times for the duration of this Agreement and on a
timely basis, the Company shall:
2.1 provide all non-confidential documentation and information which may be
required for the Consultant to perform the requisite services;
2.2 arrange to participate in meetings and discussions with qualified
broker/dealers and/or financial public relations firms introduced by Consultant;
2.3 negotiate in good faith with all third party potential underwriters
and/or private investors introduced by Consultant;
2.4 provide all documentation that may be required to prepare any necessary
applications and appropriate state "blue sky" filings so as to effectuate the
proposed Offering;
2.5 use its best efforts to ensure that "friends" of the Company purchase
common stock during the first thirty (30) days of the Offering (the "Quiet
Period"); and,
2.6 pay all of the costs, including filing, auditing and legal fees
associated with the Offering.
3. Consultant's Fee. For its services, the Consultant shall be entitled to
payments equal to ten percent (10%) of the monies raised from the exercise of
the Warrants. Said funds will be cut-out and paid as the Company receives the
investment funds. And,
4. Miscellaneous.
4.1 The Parties specifically acknowledge that:
a) Consultant has advised the Company that is not a duly licensed
securities broker/dealer or investment banking firm. And,
b) Consultant is not required to sell any securities or provide any
services that are exclusive to licensed securities broker/dealers or
investment bankers.
5. Non-Circumvent Agreement. The Company agrees that all third parties
introduced to it by the Consultant represent significant efforts and working
relationships that are unique to, and part of, the work product of the
Consultant. Therefore, without the prior specific written consent of the
Consultant, the Company agrees to refrain from conducting direct or indirect
business dealings of any kind, with any third party so introduced by the
Consultant, for a period of three years from the initial introduction made
during the course of this Agreement. In the event of a violation of this
provision the Consultant shall be entitled to obtain, on an ex parte
application, appropriate injunctive relief from any court of competent
jurisdiction, together with and including all remedies available at law. This
provision shall survive the remaining obligations and performance due hereunder.
6. Exclusive Agreement. This Agreement supersedes any and all prior oral or
written agreements, which provided for Consultant's performance on behalf of the
Company.
7. Assignability and Unenforceability. This Agreement or the rights, duties and
or obligations hereunder may not be assigned by either party without the express
written consent of the other. The unenforceability of any one or more provisions
hereof shall not invalidate any of the other provisions. This Agreement shall
remain valid until written notice to the contrary is provided by one party to
the other.
8. Counterparts And Facsimile Signatures. This Agreement may be executed in one
or more counterparts, each of which shall represent a binding obligation upon
the
executing party respectively. The facsimile signature for the purposes of this
Agreement and shall be as binding upon the parties as such.
9. Captions. The paragraph captions are for descriptive purposes only and shall
have no effect with regard to the content or the validity of the content
thereof. And,
10. Controlling Law. This Agreement shall be construed in accordance with the
laws of the State of New York.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date first
above written.
ICY SPLASH FOOD & BEVERAGE, INC.
By /s/ Xxxxxx Xxxxx
-----------------------------
Xxxxxx Xxxxx
President
SOUTHERN FINANCIAL SERVICES, INC.
By /s/ Xxxxxxx Xxxx Xxxxx
-----------------------------
Xxxxxxx Xxxx Xxxxx
President
