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EX-10.(m)
FINANCIAL ADVISORY AGREEMENT
THIS AGREEMENT, made this 31st day of July, 1995, by and between
CENTURY FINANCIAL PARTNERS, INC., formed under the laws of the State of
California ("Century"), and ENTERTAINMENT DIGITAL NETWORK, INC., a California
corporation ("EDNET").
WITNESSETH:
WHEREAS, Century, through its corporate finance and financial advisory
group, is in the business of assisting selected business enterprises, on a best
efforts basis, in obtaining and effectuating desired business relationships,
transactions and funding;
WHEREAS, EDNET provides a network service which allows the exchange of
high quality audio, compressed video and multi-media data communications,
utilizing long distance carriers; and
WHEREAS, EDNET is interested in obtaining capital through a merger with
a publicly traded shell to finance its expansion;
NOW, THEREFORE, in consideration of the foregoing and of the mutual
promises and agreements hereinafter set forth, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:
1. RETENTION OF CENTURY. EDNET hereby engages and retains Century on an
exclusive basis, and Century hereby accepts such engagement by EDNET, upon the
terms and conditions hereinafter set forth. With this authorization, EDNET
grants Century the exclusive right to represent the Company, on a best efforts
basis, to prospective investors for financing and general corporate advisory
services for a period of 3 years. EDNET further grants Century a first right of
refusal to provide investment banking services for a period of 3 years. In
connection with Century's activities on the Company's behalf, Century will
familiarize itself with the business, operations, properties and financial
condition and prospects of the Company. Century's services shall include the
creation of additional awareness of the Company and sponsorship of the Company's
common stock; the analysis and execution, if necessary, of various financing
alternatives that will increase the Company's cash position.
This Agreement shall continue in full force and effect until terminated
by EDNET or Century upon not less than 60 days written notice of termination to
the other party; provided, however, that this Agreement cannot be terminated
prior to January 1, 1996 and, in the event of termination of this Agreement,
Century's designee shall nevertheless be entitled to the compensation provided
by paragraph 4 of this Agreement.
2. DUTIES OF EDNET. In connection with Century's activities on EDNET's
behalf, EDNET will cooperate with Century and will furnish Century with all
information and data
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concerning EDNET ("Information") which Century deems appropriate and will
provide Century with access to EDNET's officers, directors, employees,
independent accountants and legal counsel. EDNET represents and warrants that
all information made available to Century by EDNET will be complete and correct
in all material respects and will not contain any untrue statement of a material
fact or omit to state a material fact necessary in order to make the statements
therein not misleading in light of the circumstances under which such statements
are made. The Company acknowledges and agrees that, in rendering its services
hereunder, Century will be using and relying on the information without
independent verification thereof by Century.
3. INDEMNIFICATION. EDNET agrees to indemnify and hold harmless Century
and its Partners, employees, and agents against any and all losses, claims,
damages or liabilities, joint or several, to which Century or any of such
persons may become subject, at common law or otherwise, insofar as such losses,
claims, damages, liabilities, or actions in respect thereof arise out of or are
based upon the engagement of Century pursuant hereto, and agrees to reimburse
Century and each indemnified person for all legal and other expenses reasonably
incurred in connection with (including the cost of investigating or defending)
such loss, claim, damage, liability, or action; provided, however, that neither
Century nor any such person shall be indemnified pursuant to this paragraph for
any loss, claim, damage, or liability arising out of its or his own gross
negligence or bad faith. This indemnity agreement is in addition to any other
rights which Century or any indemnified person may have at common law or
otherwise.
4. COMPENSATION. EDNET shall compensate Century and/or a designee of
Century by:
(a) the grant of a five year option, to Xx. Xxxxxx Onggara, to
purchase 1,000,000 shares of common stock at $1.25 per share in the publicly
traded entity upon the successful merger of EDNET into a public shell which
shall be registered immediately pursuant to an S-8 Registration; and
(b) the investment banking services that will be rendered by
Century will each be evidenced by a separate written agreement between the
parties hereto.
5. EXPENSES. It is acknowledged that in providing the services
contemplated by this Agreement, Century will incur expenses, including legal,
printing, travel, and communication expenses. EDNET shall reimburse Century for
all expenses incurred by Century in performing its services under this
Agreement, including but not limited to legal, travel and printing expenses,
telephone charges, postage, courier expenses and other communication costs. All
expenses in excess of $1,000 will require the approval of EDNET. Century shall
xxxx EDNET monthly for expenses and be reimbursed for these costs and expenses
within thirty (30) days after its presentation to EDNET of a detailed expense
voucher.
6. NON-EXCLUSIVITY. It is acknowledged by EDNET that Century provides
the same or similar services as those being provided to EDNET pursuant to this
Agreement to other persons and entities, and receives fees for providing such
services. Nothing contained in this Agreement shall restrict, interfere with or
otherwise limit Century's right to continue to provide
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such services to persons and entities other than EDNET. However, while engaged
by EDNET as contemplated in this Agreement, Century agrees not to advise and/or
represent any other supplier of connectivity services to the entertainment
industry.
7. GOVERNING LAW. This Agreement shall be interpreted, construed and
governed according to the laws of the State of California.
8. SECTION HEADINGS. The section headings contained in this Agreement
are for convenience only and shall in no manner be construed as a part of this
Agreement.
9. ENTIRE AGREEMENT. This Agreement supersedes all prior discussions
and agreements between the parties hereto, or any of their officers, directors,
employees, or agents with respect to all matters in this Agreement, and this
Agreement constitutes the sole and entire agreement of the parties with respect
thereto. Any prior representation, inducement, promise or agreement, whether
oral or written, between the parties hereto, or any of their officers,
directors, employees, or agents, which is not embodied herein shall be of no
force or effect.
10. BURDEN AND BENEFIT. This Agreement shall be binding upon, and shall
inure to the benefit of the parties hereto and their respective heirs, personal
and legal representatives, successors, and assigns.
11. SEVERABILITY, ENFORCEABILITY. Any provision of this Agreement which
is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
nonenforceability without invalidating the remaining provisions hereof or
thereof or affecting the validity or enforceability of such provision in any
other jurisdiction.
12. COUNTERPARTS. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original and which together shall
constitute one and the same agreement, with one counterpart being delivered to
each party hereto.
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IN WITNESS WHEREOF, the parties hereunto set their hands, the day and
year first above written.
ENTERTAINMENT DIGITAL NETWORK, INC.,
a California corporation
By: /s/Xxx Xxxxxxxxx
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Xxx Xxxxxxxxx, President
CENTURY FINANCIAL PARTNERS, INC.,
a California corporation
By: /s/Xxxxxxx Xxxxxxxxx
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Xxxxxxx Xxxxxxxxx, President
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