EXHIBIT 99.0
CONSULTING AGREEMENT
This agreement is entered into on this 17th day of August, 2000 by
and between FS Capital Markets Group Inc., a Delaware corporation
(hereinafter referred to as "FSCMG"), and Conservation Anglers
Manufacturing, Inc., a Florida corporation, their heirs, designees
or assignees, (hereinafter referred to as "Client"), and is made
with reference to the following recitations:
Whereas, FSCMG has skills and expertise in the fields of business
consulting, due diligence, mergers and acquisitions, and public and
private offering structuring and transactions, and,
Whereas, for the purpose of advancing the business plans of CLIENT,
CLIENT wishes to contract for the control stock of a U.S. Securities
and Exchange Commission (the "SEC") registered and fully reporting
public shell company from FSCMG, and,
Whereas FSCMG owns or controls the control stock of a public shell
corporation (hereinafter referred to as "Shell" company, a
corporation organized under the laws of the State of Delaware,
having those classes and numbers of shares as more fully set forth
on the company information sheet attached hereto and made a part
hereof by reference. FSCMG has control of Shell company and is
prepared to transfer the control block. Now, therefore, the parties
hereto hereby agree and covenant as follows:
(1) FSCMG agrees to take certain actions, and undertake certain
obligations for the orderly transfer of the control block of stock
of Shell company (94% of the shares issued and outstanding - See
Exhibit A) to CLIENT. FSCMG agrees as well to do all of the
following acts:
* Name Change and New Stock Certificates
* Unaudited financial statements brought forward to most recent period
* 15C211/Form 211 prepared and filed with NASD
* Deliver control block shares
* Obtain CUSIP number
* Obtain a stock symbol for trading on the OTC Bulletin Board
* Furnish Market Maker
* Any other document or act needed to make an orderly transfer of
control
* Prepare and file 8-K report to SEC
* Preparation and thereafter filing on Form SB-2 for the
registration of securities upon filing 8K report to SEC.
All expenses incurred by the Shell company, after the transfer of
control by FSCMG to CLIENT, shall be the responsibility of the Shell
company.
(2) CLIENT agrees to pay FSCMG a consulting fee of $95,000 as follows:
a) $5,000 irrevocable good faith deposit is due and payable upon
signing of this Agreement.
b) $40,000 is due and payable upon the execution of an Acquisition
Agreement and the Plan of Merger.
c) $40,000 is due and payable upon SEC initial 8K filing is made.
d) $10,000 is due and payable upon a market maker sent out Form 211
application to NASD Regulations Inc.
(3) At closing, which shall take place at a time and place mutually
agreeable to the parties hereto, FSCMG shall deliver CLIENT or its
designee the following:
(a) Certificates representing the shares being sold hereunder;
containing the following legend:
"The securities represented by this Certificate have not been
registered under the Securities Act of 1933 (the "Act") and are
"Restricted Securities"
as the term is defined in Rule 144 under the Act. The Common Shares
may not be offered for sale, sold or otherwise transferred except
pursuant to an effective registration statement under the Act or
exemption, the availability of which is to be established to the
satisfaction of the Corporation."
(b) Necessary consents, if any, from the state of domicile of the
Shell company;
(c) All corporate books, records, and documents, stock books,
ledgers, minute books, articles and by-laws of the Shell company;
(d) Shareholder list of the Shell company;
(e) Resignations of all present officers and directors, effective as
of the closing date;
(f) Copy of latest audited financial statements;
(4) FSCMG represents and warrants the following:
(a) that the Shell company is a corporation duly organized and
existing under the laws of the State of Delaware, unless otherwise
noted;
(b) that the Shell company will use its best efforts to preserve its
business organization intact.
(c) that the Shell company will not enter into any contract,
commitment or transaction, or declare, set aside or pay any
dividend, or make any distribution in respect of its capital
stock, or waive any obligation or liability, or compromise any
claim, or cancel any note, loan or other obligation owed to it,
without the consent of CLIENT.
(5) FSCMG represents and warrants the following prior to closing:
(a) That FSCMG will not cause any amendment to be made in the
Certificate of Incorporation or By-Laws of the Shell company, nor
issue or cause to be issued any additional shares of capital stock;
nor issue or cause to be issued any warrants, obligations,
subscriptions, options, convertible securities, or other commitments
under which any additional shares of its capital stock may be
directly or indirectly authorized, issued or transferred nor will
either agree to do any of the acts listed above.
(6) CLIENT represents and warrants the following prior to closing:
(a) That CLIENT is solely responsibly for the decision to be
acquired by the Shell company,
(b) That CLIENT, the firm to be acquired by the Shell company which
is the subject of this agreement shall be suitable in all respects
for such merger,
(c) That CLIENT agrees not to effect any reverse split of the shares
of common stock for a period of three (3) years after the date of
the merger.
(7) The parties shall at all times keep each other's information,
sources, trade secrets, processes, and confidential information
strictly confidential.
(8) FSCMG has agreed not to sell for a period of 12-months (the
"lock-up period") from the date of the merger closes of the shares
held by FSCMG, 300,000 shares or 6% of the Shell's outstanding
common shares as contemplated in this agreement, of the surviving
company (the "post-merger company"). At the end of the lock-up
period, FSCMG, at its option, may sell up to 2% or 100,000 shares,
assuming there are 5,000,000 shares outstanding at that time, of the
post-merger company at 6 months interval.
(9) FSCMG is not rendering legal advise to CLIENT. Each party is
responsible for all of it's own professional, legal, accounting,
Broker-Dealer, and consulting fees as they may apply to each party.
(10) Should CLIENT terminate this transaction for any reason other
than the malfeasance or nonperformance of FSCMG prior to the
acquisition of the Shell company, all monies paid to FSCMG up until
that point shall be retained by FSCMG as liquidated damages. The
parties agree to the reasonableness of these liquidated damages.
All documents and work product prepared for or on behalf of CLIENT
by FSCMG up until that point shall become the property
of CLIENT.
(11) FSCMG warrants that the Shell company being transferred shall
be transferred with no liabilities and little or no assets, and
shall defend and hold CLIENT and the Shell company harmless against
any action by any third party against either of them arising out of,
or as a consequence of, any act or omission of FSCMG or the Shell
company prior to, or during the closing contemplated by this
contract of sale. FSCMG reserves the right, if necessary, to
substitute another Shell company acceptable to CLIENT of like worth.
(12) All of the representations and warranties contained within this
contract of sale, whether made by CLIENT or FSCMG on behalf of the
Shell company, will be true and correct on the closing date as if
made on that date.
(13) At any time prior to the closing, CLIENT and their counsel,
accountants and other agents shall have full access during normal
business hours to all properties, books, accounts, records,
contracts and documents relating to the Shell company.
(14) This agreement shall be governed by the laws of the State of
Pennsylvania. The parties agree to the jurisdiction of the Courts
of the State of Pennsylvania as the forums for the resolution of any
legal disputes between the parties. CLIENT agrees to pay court
costs, attorney fees in a reasonable amount, and interest on any
unpaid balances at the judgment rate then in effect in the State of
Pennsylvania should it become necessary for FSCMG to engage in legal
action to recover any portion of the purchase price or any other
fees from CLIENT.
(15) If any bona fide action or proceeding shall be pending against
any party on the closing date that could result in an unfavorable
judgment, decree or order that would prevent or make
unlawful the performance of this agreement, or if any agency of the
federal or of any state government shall have objected to it on or
before the closing date to this transaction, or if any prospectus
contemplated with respect to the issuance and sale of shares by
Buyers shall have been disapproved by any federal or state
regulatory agency, either party may cancel and terminate this
agreement without liability to the other. All representations and
warranties of the parties shall expire and terminate and be
extinguished by the closing, and consummation of the closing shall
be conclusive proof that each party is fully satisfied with the
facts constituting the basis of the representations and warranties
of the other party and with the performance of their obligations
hereunder. This paragraph shall not affect any obligation of any
party under this contract that is permitted to be performed in whole
or in part after the closing.
(16) All notices, requests, demands and other communications under
this agreement shall be in writing and shall be deemed to have been
duly given the date of service is served personally on the party to
whom notice is to be given, or on the third day after mailing if
mailed to the party to whom notice is to be given, by first class
mail, registered or certified, postage prepaid, and properly
addressed, and by fax, as follows:
(a) If to the CLIENT:
Conservation Anglers Manufacturing, Inc.
00000 Xxxxxxxxx Xxxxxx, #000
Xxxxxxxxxx, XX 00000
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
(b) If to FSCMG:
FS Capital Markets Group Inc.
0000 Xxxxxxxx Xxxxxx
Xxxxx 000, 0xx Xxxxx
Xxxxxxxxxxxx, XX 00000-0000
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
(17) Neither party may assign this agreement without the prior
written consent of the other party, which consent shall not be
unreasonably withheld. However, FSCMG may require up to 180 days to
perform due diligence on any assignee of CLIENT, and may reject any
assignee not qualified by FSCMG.
(18) This documents contains the entire agreement between the
parties hereto. No oral or other representation or warranty has
been given to CLIENT by FSCMG, and this agreement controls over any
and all oral representations made by any party to this transaction.
This agreement may only be modified by a writing, signed by the
parties.
(19) Each party agrees to execute all of the documents and do all of
the things necessary to effectuate the purpose of this agreement,
without delay or limitations.
Accepted and Agreed:
/s/ Xxxxxxx Xxx
----------------------------
Conservation Anglers Manufacturing, Inc.
By: Xxxxxxx Xxx
President
Accepted and Agreed:
/s/ Xxxxxxx Xxx
----------------------------
FS Capital Markets Group Inc.
By: Xxxxxxx Xxx
President
Exhibit A
=========
FS CAPITAL MARKETS GROUP INC.
------------------------------------------------------------------------
0000 Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxxxxx, XX 00000-0000
Tel: (000) 000-0000 * Fax: (000) 000-0000
COMPANY INFORMATION: COMPANY CODE:
FS-FPCC
GENERAL CORPORATE INFORMATION: Description
------------------------------ -----------
LEGAL NAME OF COMPANY AND SUBSIDIARIES: ............... First
Philadelphia
Capital Corp.
FEDERAL I.D. AND STATE CHARTER NUMBER: ................ 00-0000000
991563318 -
3149318
STATE OF INCORPORATION, DATE OF FORMATION: ............ Delaware, USA
12/27/1999
NET EQUITY: ........................................... -0-
UNDERWRITER: .......................................... Self
STOCK INFORMATION: Description
------------------ -----------
CLASSES OF STOCK
A. COMMON ; Par value: ............................. $.0001
1. Number of common shares authorized: ......... 20,000,000
2. Number of shares issued and
outstanding .............................. 5,000,000
i. Number of "control shares" available .... 4,700,000
ii. Number of shares in treasury ............ none
iii. Number of shareholders ................. 1
3. Warrants and options outstanding ............ none
B. PREFERRED ; Par value: .......................... $.0001
1. Number of preferred shares authorized ....... 5,000,000
2. Number of shares issued and outstanding ..... none
3. Number of shares in treasury ................ none
MARKET INFORMATION: Description
------------------- -----------
1. Trading Symbol: ............................. n/a
2. Market Makers: .............................. n/a
3. Transfer Agents: ............................ To be appointed
