FINANCIAL ADVISORY AGREEMENT
THIS AGREEMENT (the "Agreement") is made effective February ___, 1997,
between Corporate Securities Group, Inc. and Argent Securities, Inc., (each a
"Consultant" and collectively referred to as the "Consultants") and Advanced
Electronics Support Products, Inc., (hereinafter "Company").
RECITALS
A. Company desires to be assured of the association and services of
Consultants in order to avail itself of Consultants' experience, skills and
abilities, and background and knowledge, to facilitate long range planning, and
to execute the Company's business and investment banking needs in an orderly and
efficient manner, and is therefore willing to engage Consultants upon the terms
and conditions herein contained.
B. Consultants agree to be engaged and retained by Company and
upon said terms and conditions.
NOW THEREFORE, in consideration of the recitals, promises and
conditions in this Agreement, the Consultants and Company agree as follows:
1. CONSULTING SERVICES. Company hereby retains Consultants to become
the investment banking consultants to the Company and to render such advice,
consultation and information to the Board of Directors or the officers of the
Company regarding general financial matters, including, but not limited to,
long-term financial planning, expansions, changes in capital structure,
shareholder relations, the raising of capital from public and private sources,
and investment banking transactions and services, as shall be requested in
writing by the President of the Company from time to time. Consultants agree,
upon request, to make itself available to render such services as Consultants
deem necessary.
2. TERM. Except as otherwise provided in Section 3(b) of this
Agreement, the term of this Agreement shall be for a period of two (2) years
commencing , 199 .
3. COMPENSATION OF CONSULTANTS.
a. ADVISORY FEE. In exchange for the services provided
hereunder, the Company hereby agrees to pay Consultants an advisory fee equal to
$2,000 per month during the term of this Agreement. The Company shall pay
$48,000 (representing prepayment in full of the fees for the two-year term of
this Agreement) to Consultants on the closing date of the Company's public
offering of 750,000 shares of the Company's common stock, par value $.001 per
share ("Common Stock"), and 750,000 warrants to purchase Common Stock,
underwritten by, among others, Consultants.
b. FINDER'S FEES. In addition to the compensation and expenses
paid or payable to Consultants pursuant to Sections 3(a) and 4 hereof, the
Company agrees that, if a Consultant, directly or indirectly, introduces the
Company, during the term of this Agreement, to any person or entity that during
the term hereof or within 18 months following the term hereof, provides any
investment capital, loan or any other equity or debt financing to the Company or
any affiliate thereof, or becomes a party to a merger, acquisition, joint
venture, private placement or other similar transaction with the Company or any
affiliate thereof, then the Company shall pay to such Consultant a cash finder's
fee. Each cash finder's fee payable to a Consultant under this Agreement shall
be calculated as a percentage of the Transaction Value (as defined herein) in
accordance with the following scale:
6% on the first $5,000,000; 5% on the amount from
$5,000,001 to $6,000,000; 4% on the amount from
$6,000,001 to $7,000,000; 3% on the amount from
$7,000,001 to $8,000,000; 2% on the amount from
$8,000,001 to $9,000,000; and 1% on the amount above
$9,000,000
"Transaction Value" shall mean the aggregate value of all
cash, securities and other property (i) paid to the Company, its affiliates or
their shareholders in connection with any transaction referred to above
involving any investment in or acquisition of the Company or any affiliates (or
the assets of either), (ii) paid by the Company or any affiliate in any such
transaction involving an investment in or acquisition of another party or its
equity holdings by the Company or any affiliate, or (iii) paid or contributed by
the Company or any affiliate and by the other party or parties in the event of
any such transaction involving a merger, consolidation, joint venture or similar
joint enterprise or undertaking. The value of any such securities (whether debt
or equity) or other property shall be the fair market value thereof as
determined by mutual agreement of the Company and the Consultants or by an
independent appraiser jointly selected by the Company and the Consultants.
4. EXPENSES. Company agrees to pay all reasonable business expenses
authorized in advance by Company in writing and incurred by Consultants in
furtherance of the business of Company, including travel, food, lodging and
entertainment expenses, upon presentation by Consultants of receipts in form
reasonably satisfactory to Company.
5. RELATIONSHIP OF PARTIES. This Agreement shall not constitute an
employer-employee relationship. It is the intention of each party that each
Consultant shall be an independent contractor and not an employee of the
Company. Consultants shall not have the authority to act as the agent of Company
except when such authority as specifically delegated to Consultant by the
Company. Subject to the express provisions herein, the manner and means utilized
by Consultants in the performance of Consultants' services hereunder shall be
under the sole control of the Consultants.
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6. LIABILITY OF CONSULTANTS. The Company acknowledges that all opinions
and advice, whether oral or written, given by Consultants to the Company in
connection with this Agreement are intended solely for the benefit and use of
the Company in considering the transaction to which they relate, and the Company
agrees that no person or entity other than the Company shall be entitled to make
use of or rely upon the advice of Consultants to be given hereunder, and no such
opinion or advice shall be used by the Company for any other purpose or
reproduced, disseminated, quoted or referred to by the Company in communications
with third parties at any time, in any manner or for any purpose, nor may the
Company make any public reference to Consultants or use Consultants' name in any
annual report or any other report or release of the Company without Consultants'
prior written consent, except that the Company may, without Consultants' further
consent, disclose this Agreement (but not information provided to the Company by
Consultants) in the Company's filings with the Securities and Exchange
Commission, if such disclosure is required by law.
7. NOTICES. Any notice, request, demand or other communication required
or permitted hereunder shall be deemed to be properly given when personally
served in writing or when deposited in the United States mail, postage prepaid,
addressed to the other party at the address appearing at the end of this
Agreement. Either party may change its address by written notice made in
accordance with this Section.
8. BENEFIT OF AGREEMENT. This Agreement shall inure to the benefit of
and be binding upon the parties hereto and their respective legal
representatives, administrators, executors, successors, subsidiaries and
affiliates.
9. GOVERNING LAW. This Agreement is made and shall be governed and
construed in accordance with the laws of the State of Florida.
10. ASSIGNMENT. Any attempt by either party to assign any rights,
duties or obligations which arise under this Agreement without the prior written
consent of the other party shall be void, and shall constitute a breach of the
terms of this Agreement.
11. ENTIRE AGREEMENT, MODIFICATIONS. This Agreement constitutes the
entire agreement between the Company and the Consultants. No promises,
guarantees, inducements or agreements, oral or written, expressed or implied,
have been made other than as contained in this Agreement. This Agreement can
only be modified or changed in writing signed by the party or parties to be
charged.
12. TERMINATION. This Agreement shall automatically terminate after the
initial two (2) year term. If terminated by Company, such action shall not alter
Company's obligation to pay Consultants the agreed upon full compensation
described in this Agreement.
13. LITIGATION EXPENSES. If any action is brought by either party to
enforce or interpret the terms of this Agreement, the prevailing party shall be
entitled to reasonable
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attorneys' fees, costs and disbursements in addition to any other
relief to which it may be entitled.
IN WITNESS WHEREOF, the parties have executed this Agreement on the
date indicated at the beginning of this Agreement.
Corporate Securities Group, Inc.
000 Xxxxx Xxxxxxx Xxxxxxx, Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
Dated: By:_______________________________________
Title:____________________________________
Argent Securities, Inc.
0000 Xxxxxxxxx Xxxx, Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Dated: By:_______________________________________
Title:____________________________________
Advanced Electronic Support Products, Inc.
0000 Xxxxxxxxx 000xx Xxxxxx
Xxxxx Xxxxx, Xxxxxxx 00000
Dated: By:_______________________________________
Title:____________________________________
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