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EXHIBIT 1.4
FINANCIAL CONSULTING AGREEMENT
AGREEMENT made this day of __________________, 2000 between
CASTLE SECURITIES CORP., 00 Xxxxxx Xxxxxx, Xxxxx #00, Xxxxxxxx
Xxx Xxxx 00000, a New York corporation (hereinafter referred to
as "Castle"), and EXHAUST TECHNOLOGIES, INC., 000 Xxxxx Xxxxxxxx
Xxxxxxx, Xxxxxxxxxx 00000, a Washington corporation (hereinafter
referred to as "the Company").
WHEREAS, the Company desires to obtain Castle's consulting
services in connection with the Company's business and financial
affairs, and Castle is willing to render such services as
hereinafter more fully set forth.
NOW, THEREFORE, the parties agree as follows:
1. The Company hereby engages and retains Castle and Castle
hereby agrees to use its best efforts, to render to the Company
the consulting services hereinafter described for a period of one
year commencing as of ____________, 2000, and conditioned upon
the closing of the underwriting contemplated in the Registration
Statement on Form SB-2 (No. __________) filed by the Company with
the Securities and Exchange Commission.
2. Castle's services hereunder shall consist of
consultations with the Company concerning the management and
operations and the financing of the Company's business as the
Company may form time to time request during the term of this
consulting agreement.
3. Castle's services may include, at the request of the
Company, attendance at meetings of the Company's Board of
Directors and review, analysis and report on proposed investment
opportunities, short term and long term investment policies,
evaluation of the Company's managerial and financial
requirements, assistance in preparation of budgets and business
plans, advice regarding sales and marketing and review and advice
with respect to future public or private financing. The Company
agrees that Castle shall not be prevented or barred from
rendering services of similar or dissimilar nature for or on
behalf of any person, firm or corporation other than the Company.
Nothing herein shall require the Castle to provide any minimum
number of hours of consultation services to the Company, and the
amount of time to be devoted by Castle in performing services
hereunder shall be within the discretion of Castle. Castle agrees
to keep confidential any nonpublic information concerning the
Company which is imparted to Castle by the Company and which is
identified as confidential or proprietary by the Company in
writing and to use the same only for the purposes of this
agreement. Materials prepared for the Company pursuant to this
agreement are to be the property of the Company.
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4. The Company agrees to pay to the Castle for its services
hereunder a fee equal to 1% of the gross proceeds of the
Company's initial public offering pursuant to the aforesaid
Registration Statement. Said fee shall be paid in full upon each
Closing Date of such offering. The Company will reimburse Castle
for reasonable out-of-pocket expenses but only to the extent
authorized by the Company in advance.
This agreement has been executed and delivered in the State
of New York and shall be governed by the laws of such state,
without giving effect to the conflicts of laws rules thereunder.
IN WITNESS WHEREOF, the parties hereto have caused this
agreement to be signed as of the day and year first above
written.
EXHAUST TECHNOLOGIES, INC.
By: ______________________________
CASTLE SECURITIES CORP.
By: ______________________________
