EXHIBIT 10.10
FINANCIAL CONSULTING AGREEMENT
THIS AGREEMENT made this____________day of____________, 1998, by and
between Xxxxxx Xxxxxxx & Associates, Inc. ("Consultant") and Ursus Telecom
Corporation, a Florida corporation ("Client").
WHEREAS, Client desires to obtain Consultant's services in connection
with Client's business and financial affairs, and Consultant is willing to
render such services as hereinafter more fully set forth.
NOW, THEREFORE, the parties hereby agree as follows:
1. Client hereby engages and retains Consultant and Consultant hereby
agrees to use its best efforts to render to Client the consulting services
hereinafter described for a period of twenty-four months (24) commencing as of,
and conditioned upon, the closing of the underwriting contemplated in the
Registration Statement on Form S-1 (File No. 333-46197) declared effective by
the Securities and Exchange Commission on________________, 1998.
2. Consultant's services hereunder shall consist of consultations with
Client concerning the management and operations and the financing of Client's
business as Client may from time to time require during the term of this
Agreement. Such services may include, at the request of the Client, written
reports; review, analysis and reports on proposed investment opportunities and
short-term and long-term investment policies; assistance in the Client's general
relationship with the financial community, including brokers, financial
analysts, investment bankers and institutions; and assistance in obtaining
financial management, technical and advisory services and financial and
corporate public relations. Client agrees that Consultant shall not be precluded
during the term of this Agreement from providing other consulting services or
engaging in any other business activities whether or not such consulting
services or business activities are pursued for gain, profit or other pecuniary
advantage and whether or not such consulting activities are in direct or
indirect competition with the business activities of Client.
3. The fees payable to Consultant under this Agreement do not include
any services Consultant might perform as finder, or person otherwise responsible
for the public or private placement of future financing for Client. Consultant
will be paid additional compensation on terms and conditions mutually
satisfactory to Client pursuant to a separate written agreement between the
parties with respect to any such transaction which is consummated as to which
Consultant is a finder or originator.
4. Client agrees to pay to Consultant for its services hereunder the
sum of $3,000.00 per month during the term of this Agreement. Client agrees that
the entire sum due to Consultant hereunder, $72,000.00, shall be paid in full
upon execution hereof.
5. Consultant shall be entitled to reimbursement by Client for such
reasonable out-of-pocket expenses for travel, accommodation and other related
expenses as Consultant may incur in performing services under this Agreement.
6. All final decisions with respect to consultations or services
rendered by Consultant pursuant to this Agreement shall be those of Client, and
there shall be no liability on the part of the Consultant in respect thereof.
This Agreement and the Underwriting Agreement dated____________, 1998 contain
the entire agreement of the parties hereto with respect to the subject matter
hereof, and there are no representations or warranties other than as shall be
herein or therein set forth. No waiver or modification hereof shall be valid
unless in writing. No waiver of any term, provision or condition of this
Agreement, in any one or more instance, shall constitute a waiver of any other
provision hereof, whether or not similar, nor shall such waiver constitute a
continuing waiver.
7. This Agreement shall be governed, construed and enforced in
accordance with the laws of the State of Florida.
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be
signed as of the day and year first above written.
URSUS TELECOM CORPORATION
By:
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Luca M. Giussani
XXXXXX XXXXXXX & ASSOCIATES, INC.
By:
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Authorized Officer
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