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EXHIBIT 10.13
ADVISORY AGREEMENT
This ADVISORY AGREEMENT (the "Agreement") is entered into effective as
of the 26th day of July, 1995, by NEVCORP INC., a corporation organized
pursuant to the laws of the Province of Ontario, Canada ("Nevcorp"), and PMC
INTERNATIONAL, INC., a Colorado corporation (the "Corporation").
RECITALS
Nevcorp has expertise in providing investment banking and other general
advisory services to business organizations in North America, and the
Corporation wishes to engage the service of Nevcorp upon the terms and
conditions contained herein.
AGREEMENT
For good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto agree to the terms set out
below.
1. Appointment. The Corporation hereby appoints Nevcorp, and Nevcorp
accepts such appointment, to act as an advisor for the Corporation during the
term of this Agreement. The services to be performed by Nevcorp shall consist
of such activities as may be reasonably requested by the Corporation from time
to time, it being acknowledged and agreed that the primary responsibility of
Nevcorp will be providing assistance to the Corporation in meeting its growth
objectives and providing ongoing financial advisory services.
2. Fees. In consideration of the services to be provided by Nevcorp
hereunder, the Corporation shall pay to Nevcorp a fee of US $100,000 (One
Hundred Thousand United States Dollars) per year (the "Fee"), payable in
advance in monthly installments in advance on the first day of each month,
commencing August 1, 1995 and ending upon termination of this Agreement, except
that if Bedford Capital Financial Corporation ("Bedford") fails to exercise its
option to make the Second Loan (as such term is defined in that certain
Investment Agreement dated July 27, 1995 by and among the Corporation and its
subsidiaries and Bedford), the Fee shall be reduced to US $40,000 (Forty
Thousand United States Dollars) per year from and after the date of
expiration of Bedford's option. The Corporation shall also pay or reimburse
Nevcorp for Nevcorp's travel expenses incurred in connection with this
Agreement. Any reimbursements payable to Nevcorp shall be paid to Nevcorp
within ten (10) days after receipt by the Corporation of documentation
evidencing the relevant expenses.
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3. Term; Termination. The term of this Agreement shall commence on the
date first set forth above and shall continue until the later to occur of (i)
payment in full of that certain promissory note of even date herewith made by
the Corporation payable to the order of Bedford Capital Financial Corporation
("Bedford") in the original principal amount of $1,200,000 or (ii) the date as
of which Bedford ceases to own, or have a right to acquire, an aggregate of at
least 10%, on a fully-diluted basis, of the Corporation's outstanding common
stock. This Agreement may also be terminated by Nevcorp at any time upon giving
not less than 60 days prior written notice to the Corporation, and may be
terminated by the Corporation only in accordance with the preceding sentence or
upon the bankruptcy, insolvency, dissolution or winding up of Nevcorp.
4. Notices. Any notice, request, demand, consent, approval or other
communication provided or permitted hereunder shall be in writing and may be
given by personal delivery, telecopy or may be sent by registered mail,
postage prepaid, addressed to the party for which it is intended at its address
as follows:
If to Nevcorp:
000 Xxxxxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxx
X0X 0X0 Xxxxxx
Attn: X.X. Xxxxx Xxxxxx
If to the Corporation:
PMC International, Inc.
000 00xx Xxxxxx, 00xx Xxxxx
Xxxxxx, Xxxxxxxx 00000
Attn: Xxxxxxx X. Xxxxxxxx, President
A party may change its address for purposes of receipt of any such
communication by giving ten days' prior notice of such change in the manner
above prescribed. Any notice sent by registered mail as aforesaid shall be
deemed to have been given on the fifth business day next following the mailing
thereof. Any notice sent by telecopy or personally delivered shall be deemed to
have been received on the date of delivery. In the event of an actual or
threatened disruption in postal service, notice shall be sent by telecopy or
personally delivered.
5. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Colorado, without regard to principles
of conflicts of laws.
6. Binding Effect; Assignment. This Agreement and all documents and
agreements delivered pursuant hereto shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and permitted
assigns. Neither party may
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assign any of its rights or obligations under this Agreement without the prior
written consent of the other party, except that Nevcorp may assign its rights
and obligations to any person or entity which controls, is controlled by or is
under common control with Nevcorp.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement to
be effective as of the day and year first above written.
NEVCORP INC.
/s/ XXXXXXX X. XXXXXXXX
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Xxxxxxx X. Xxxxxxxx, Authorized
PMC INTERNATIONAL, INC.
/s/ XXXXXXX X. XXXXXXXX
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Xxxxxxx X. Xxxxxxxx, President
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