EXHIBIT 4.1
CONSULTING AGREEMENTS
FINANCIAL ADVISORY AGREEMENT
THIS FINANCIAL ADVISORY AGREEMENT (the "Agreement"), made this 28th day of
March, 2003 by and between: AgroCan Corp. (a Delaware registered corporation)
located at 000 Xxxxxxxx Xxxxxx, 00 Xxxxx'x Xxxx Xxxx, Xxxx Xxxx (hereinafter
referred to as (the "Company") and Xx. Xxxx Xxx Xxxx of Xxxx 0, 0/X., Xxxxx X,
Xxx Xxxx Industrial Building, 16-18 Xxxx Xxx Street, Hong Kong, a business
consultant (hereinafter referred to as "Consultant").
WITNESSETH THAT:
WHEREAS, the Company desires to engage Consultant to assist the Company on a
non-exclusive basis for financial advisory services for the specific purpose of
identifying merger and acquisition party up to an aggregate amount of
$5,000,000.00 in the equity of the Company; and
WHEREAS, the Company and the Consultant desire to set forth in this Agreement
all of the terms and conditions that shall govern their business relationship.
NOW, THEREFORE, intending to be legally bound, and in consideration of the
mutual promises and covenants, the parties have agreed as follows:
1. APPOINTMENT: The Company hereby appoints Consultant as its non-exclusive
financial Consultant and hereby retains Consultant, on the terms and
conditions of this Agreement. Consultant accepts such appointment and
agrees to perform the services upon the terms and conditions of this
Agreement.
2. TERM: The term of this Agreement shall be for Twelve (12) months from the
date signed. This Agreement can be terminated at any time by either party
upon giving 30 days written notice to the other party. Notwithstanding any
termination of this Agreement, the promises of confidentiality set forth in
this Agreement below shall survive for a period of Six (6) months following
any termination hereof.
3. SERVICES AND COMPENSATION:
(a) Consultant shall assist the Company through its relationships with
potential sources on a best efforts basis in order to identify sources
for the acquisition of the Company's equity securities in connection
with upto $5,000,000.00.
(b) the Company agrees, upon signing of this Agreement, to issue 500,000
shares of Common Stock of the Company to the Consultant as initial and
non-refundable service fee. The shares shall be issued pursuant to a
registration statement or exemption and be freely tradable.
(c) In the event the Consultant introduces the Company to any party that
leads to merger and/or acquisition transaction with the Company that
the Consultant will be compensated at time of closing of the
merger/acquisition transaction a fee upto six percent (6%) on the
transaction of the merger/acquisition based on number of shares issued
by the Company for the transaction.
(d) The Company will pay for all pre-approved expenses and disbursements
incurred by the Consultant on behalf of the Company in connection with
the Financial Relations, and the Company will make its representatives
available upon reasonable notice to meet with potential sources.
9
4. LIMITATIONS ON SERVICES: The parties recognize that certain
responsibilities and obligations are imposed by Federal and State
Securities Laws and by the applicable rules and regulations of Stock
Exchanges, The National Association of Securities Dealers, in-house "due
diligence" or "compliance" departments of brokerage houses, etc.
Accordingly, Consultant agrees:
(a) Consultant shall not communicate with any potential source before
receiving approval from the Company.
(b) Company acknowledges that the Consultant does not hold any
professional licenses, including any NASD license to serve as a
broker-dealer; accordingly, the Consultant shall not act as a
broker-dealer, and will not solicit the purchase of the Company's
equity securities from potential investors. All of Consultant's
services rendered pursuant to the terms of this Agreement shall be
performed in full compliance with all applicable federal and state
securities laws, rules and regulations.
(c) Consultant shall not render any legal advice or perform accounting
services and is not acting as an investment advisor within the meaning
of the applicable state and federal Securities Laws, rules and
regulations.
(d) Consultant's services shall not be exclusive nor shall Consultant be
required to render any specific number of hours or assign specific
personnel to the Company or it's projects.
(e) Consultant makes no promise that it will be successful in introducing
the Company to potential source for any merger or acquisition.
(f) Consultant hereby acknowledges that it is not an agent or employee of
the Company and agrees to indemnify the Company from and against any
liability of any nature whatsoever arising out of or in connection
with Consultant's gross negligence or intentional action omitted or
taken in connection with this Agreement.
5. DUTIES OF COMPANY:
(a) Company shall supply Consultant, on a reasonably scheduled basis, with
all approved data and information about the Company, its management,
its products, and its operations and the Company shall be responsible
for advising Consultant of any facts which would affect the accuracy
of any prior data and information previously supplied to Consultant so
that Consultant may take corrective action.
(b) Unless advised to the contrary, the Company shall be deemed to make a
continuing representation of the accuracy of any and all material
facts, material, information, and data, which it supplies to
Consultant and the Company acknowledges its awareness that Consultant
will rely on such continuing representation.
(c) Company hereby agrees to indemnify Consultant against, and to hold
Consultant harmless from, any claims, demands, suits, loss, damages,
and etc, arising out of Consultants reliance upon the accuracy and
continuing accuracy of such facts, material, information, and data,
unless Consultant has been negligent in fulfilling the duties and
obligations hereunder.
6. CONFIDENTIALITY: Consultant acknowledges that the execution and delivery of
this Agreement as well as certain, non-public information that it may
receive from the Company is "Confidential Information" which shall also
include any and all information in oral or written form that is disclosed
to
10
a party ("the Receiving Party"), by the other party ("the Disclosing
Party") that has not been publicly made known by the Disclosing Party
either prior to or subsequent to the Receiving Party's receipt of such
information. With respect to any non-public, material information the
Consultant may obtain concerning the Company, the Consultant hereby
acknowledges the application of the antifraud rules of the federal
securities laws concerning its use and dissemination. Each party
acknowledges that the other party is entering into this Agreement in large
part because of the promises made in this paragraph and that any breach or
threatened breach by a party of these promises will result in irreparable
damage to a party for which liquidated damages count not be reasonably
calculated. Accordingly, both parties agree that in the event of a breach
or threatened breach of the promises made in paragraph, a party may seek
and obtain an injunction against any such breach or threatened breach in
any federal or state court in the State of Florida upon application and to
whose jurisdiction the parties hereby consent. The Company agrees not to
contact any of the Consultant's sources without the prior consent of
Consultant for a period of One (1) years after the termination of this
Agreement.
7. ENTIRE AGREEMENT: This instrument contains the entire Agreement of the
parties and may be modified only by Agreement in writing signed by the
party against whom enforcement of any waiver, change, modification,
extension, or discharge is sought.
IN WITNESS WHEREOF, the persons signing below warrant that they are duly
authorized to sign for and on behalf of, the respective parties. This Agreement
may be executed in duplicate originals, and any executed copy of this Agreement
made by reliable means (e.g. photocopy or facsimile) shall be considered an
original.
For: AgroCan Corp.
By: /s/Xxxx Xxx Hung By: /S/Xxxxxxxx Hon
---------------- ----------------
XXXX XXX XXXX XXXXXXXX HON, President
Date: March 28th, 2003 Date: March 28th, 2003
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FINANCIAL ADVISORY AGREEMENT
THIS FINANCIAL ADVISORY AGREEMENT (the "Agreement"), made this 28th day of
March, 2003 by and between: AgroCan Corp. (a Delaware registered corporation)
located at 000 Xxxxxxxx Xxxxxx, 00 Xxxxx'x Xxxx Xxxx, Xxxx Xxxx (hereinafter
referred to as (the "Company") and Winnex Enterprises Ltd, located at Sea Meadow
House, Blackburne Highway, Road Town Xxxxxx, British Virgin Islands, a company
providing Consultant services (hereinafter referred to as "Consultant").
WITNESSETH THAT:
WHEREAS, the Company desires to engage Consultant to assist the Company on a
non-exclusive basis for financial advisory services for the specific purpose of
identifying merger and acquisition party up to an aggregate amount of
$5,000,000.00 in the equity of the Company; and
WHEREAS, the Company and the Consultant desire to set forth in this Agreement
all of the terms and conditions that shall govern their business relationship.
NOW, THEREFORE, intending to be legally bound, and in consideration of the
mutual promises and covenants, the parties have agreed as follows:
1. APPOINTMENT: The Company hereby appoints Consultant as its non-exclusive
financial Consultant and hereby retains Consultant, on the terms and
conditions of this Agreement. Consultant accepts such appointment and
agrees to perform the services upon the terms and conditions of this
Agreement.
2. TERM: The term of this Agreement shall be for Twelve (12) months from the
date signed. This Agreement can be terminated at any time by either party
upon giving 30 days written notice to the other party. Notwithstanding any
termination of this Agreement, the promises of confidentiality set forth in
this Agreement below shall survive for a period of Six (6) months following
any termination hereof.
3. SERVICES AND COMPENSATION:
(e) Consultant shall assist the Company through its relationships with
potential sources on a best efforts basis in order to identify sources
for the acquisition of the Company's equity securities in connection
with upto $5,000,000.00.
(f) the Company agrees, upon signing of this Agreement, to issue 500,000
shares of Common Stock of the Company to the Consultant as initial and
non-refundable service fee. The shares shall be issued pursuant to a
registration statement or exemption and be freely tradable.
(g) In the event the Consultant introduces the Company to any party that
leads to merger and/or acquisition transaction with the Company that
the Consultant will be compensated at time of closing of the
merger/acquisition transaction a fee upto six percent (6%) on the
transaction of the merger/acquisition based on number of shares issued
by the Company for the transaction.
(h) The Company will pay for all pre-approved expenses and disbursements
incurred by the Consultant on behalf of the Company in connection with
the Financial Relations, and the Company will make its representatives
available upon reasonable notice to meet with potential sources.
4. LIMITATIONS ON SERVICES: The parties recognize that certain
responsibilities and obligations are imposed by Federal and State
Securities Laws and by the applicable rules and regulations of Stock
12
Exchanges, The National Association of Securities Dealers, in-house "due
diligence" or "compliance" departments of brokerage houses, etc.
Accordingly, Consultant agrees:
(g) Consultant shall not communicate with any potential source before
receiving approval from the Company.
(h) Company acknowledges that the Consultant does not hold any
professional licenses, including any NASD license to serve as a
broker-dealer; accordingly, the Consultant shall not act as a
broker-dealer, and will not solicit the purchase of the Company's
equity securities from potential investors. All of Consultant's
services rendered pursuant to the terms of this Agreement shall be
performed in full compliance with all applicable federal and state
securities laws, rules and regulations.
(i) Consultant shall not render any legal advice or perform accounting
services and is not acting as an investment advisor within the meaning
of the applicable state and federal Securities Laws, rules and
regulations.
(j) Consultant's services shall not be exclusive nor shall Consultant be
required to render any specific number of hours or assign specific
personnel to the Company or it's projects.
(k) Consultant makes no promise that it will be successful in introducing
the Company to potential source for any merger or acquisition.
(l) Consultant hereby acknowledges that it is not an agent or employee of
the Company and agrees to indemnify the Company from and against any
liability of any nature whatsoever arising out of or in connection
with Consultant's gross negligence or intentional action omitted or
taken in connection with this Agreement.
5. DUTIES OF COMPANY:
(d) Company shall supply Consultant, on a reasonably scheduled basis, with
all approved data and information about the Company, its management,
its products, and its operations and the Company shall be responsible
for advising Consultant of any facts which would affect the accuracy
of any prior data and information previously supplied to Consultant so
that Consultant may take corrective action.
(e) Unless advised to the contrary, the Company shall be deemed to make a
continuing representation of the accuracy of any and all material
facts, material, information, and data, which it supplies to
Consultant and the Company acknowledges its awareness that Consultant
will rely on such continuing representation.
(f) Company hereby agrees to indemnify Consultant against, and to hold
Consultant harmless from, any claims, demands, suits, loss, damages,
and etc, arising out of Consultants reliance upon the accuracy and
continuing accuracy of such facts, material, information, and data,
unless Consultant has been negligent in fulfilling the duties and
obligations hereunder.
6. CONFIDENTIALITY: Consultant acknowledges that the execution and delivery of
this Agreement as well as certain, non-public information that it may
receive from the Company is "Confidential Information" which shall also
include any and all information in oral or written form that is disclosed
to a party ("the Receiving Party"), by the other party ("the Disclosing
Party") that has not been publicly made known by the Disclosing Party
either prior to or subsequent to the Receiving Party's receipt of such
information. With respect to any non-public, material information the
Consultant may obtain
13
concerning the Company, the Consultant hereby acknowledges the application
of the antifraud rules of the federal securities laws concerning its use
and dissemination. Each party acknowledges that the other party is entering
into this Agreement in large part because of the promises made in this
paragraph and that any breach or threatened breach by a party of these
promises will result in irreparable damage to a party for which liquidated
damages count not be reasonably calculated. Accordingly, both parties agree
that in the event of a breach or threatened breach of the promises made in
paragraph, a party may seek and obtain an injunction against any such
breach or threatened breach in any federal or state court in the State of
Florida upon application and to whose jurisdiction the parties hereby
consent. The Company agrees not to contact any of the Consultant's sources
without the prior consent of Consultant for a period of One (1) years after
the termination of this Agreement.
7. ENTIRE AGREEMENT: This instrument contains the entire Agreement of the
parties and may be modified only by Agreement in writing signed by the
party against whom enforcement of any waiver, change, modification,
extension, or discharge is sought.
IN WITNESS WHEREOF, the persons signing below warrant that they are duly
authorized to sign for and on behalf of, the respective parties. This Agreement
may be executed in duplicate originals, and any executed copy of this Agreement
made by reliable means (e.g. photocopy or facsimile) shall be considered an
original.
For: Winnex Enterprises Ltd For: AgroCan Corp.
By: /s/Xxxxxx Xxxxxx By: /s/Xxxxxxxx Hon
---------------- ---------------
XXXXXX XXXXXX, Director XXXXXXXX HON, President
Date: March 28th, 2003 Date: March 28th, 2003
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