FINANCIAL SERVICES CONSULTING AGREEMENT
---------------------------------------
This Agreement made this 3rd day of December, 2001.
BETWEEN:
IFG INVESTMENTS SERVICES INC.
a corporation incorporated under
the laws of the federation of St. Xxxxxxxxxxx & Nevis
(hereinafter the "Consultant")
- and -
GRAVITY SPIN HOLDINGS, INC.
a corporation incorporated under
the laws of the State of Nevada
(hereinafter the "Client")
WHEREAS the Consultant is in the business of taking the Client public so as
to allow the company's shares to be traded on a public exchange or bulletin
board;
AND WHEREAS the Client wishes to retain the Consultant to assist it in
obtaining a public listing as aforesaid;
NOW THEREFORE, in consideration of the premises and mutual Agreements and
covenants herein contained and other good and valuable consideration (the
receipt and adequacy of which is hereby mutually acknowledged), the parties
hereby covenant and agree as follows:
1.0 TERM
1.1 The Client hereby engages the Consultant and the Consultant hereby
agrees to render financial consulting services to the Client from the
date indicated above to the date the Client obtains a public listing
or fee quotation service through the NASD or for a period of one year,
whichever last occurs. (the "Term")
1.2 The Client hereby exclusively retains the Consultant for the Term.
2.0 CONSULTANT OBLIGATIONS
2.1 During the Term of this Agreement:
(a) The Consultant shall provide to the Client the following
financial consulting services designed to assist the Client in
obtaining a public listing or fee quotation service operated by
the NASD, including:
(i) preparation and filing of SB-2 registration statement
required by the Securities and Exchange Commission in order
to achieve the status of a fully reporting issuer;
(ii) preparation and filing of all documents required by the NASD
to achieve a public listing or fee quotation service for the
Client or a corporation that it owns or controls;
(iii) identification of a US Securities attorney if required and
identification of a US Broker-Dealer to represent the
Client; and
2.2 The services of the Consultant are non-exclusive and subject to
paragraph 5.0 hereof, the Consultant may render services of the same
or similar nature, as herein described, to an entity whose business is
in competition with the Client, directly or indirectly.
3.0 CLIENT OBLIGATIONS
3.1 The Client shall pay the following amounts:
(a) $5,000 USD to the Consultant upon execution of this Agreement and
issuance of 250,000 share at a price of $0.10 USD per share.
(b) any disbursements incurred by the Consultant on behalf of the
Client upon receipt of an invoice issued to the Client; and
(c) any disbursements directed to be paid by the Consultant including
legal fees, audit fees, registration fees and transfer agent
fees.
3.2 To review the registration statement to be filed with the United
States Securities and Exchange Commission (SEC) and form 15C211 that
is required to be filed with the National Association of Security
Dealers (NASD), to ensure that all representations contained in the
statements and forms are complete and accurate and that there are no
omissions that would mislead an investor or regulating authority in
any way.
3.3 To review all share issuances with its counsel to ensure all share
issuances have been issued in accordance with the laws of the
jurisdictions to which they have been sold and to represent same to
the Consultant.
4.0 TRADE SECRETS
4.1 The Consultant will not disclose to any other person, firm or
corporation, nor use for its own benefit, during or after the term of
this Agreement, any trade secrets or other information designated as
confidential by the Client which is acquired by the Consultant in the
course of performing services under this Agreement.
5.0 INDEMNITY
5.1 The Client agrees to indemnify and hold the Consultant, its
affiliates, control persons, officers, employees, attorneys and agents
(collectively, the "Indemnified Persons") harmless from and against
losses, claims, damages, liabilities, costs, or expenses including
reasonable attorney's and accountant's fees, joint and several arising
out of the performance of this Agreement, whether or not the
Consultant is a party to such dispute. The Client agrees that it shall
also reimburse the Indemnified Persons for any attorney's fees and
cost incurred in enforcing this Indemnification against the Client.
This Indemnity shall not apply, however, where a court of competent
jurisdiction has made a final determination that the Consultant
engaged in gross recklessness and willful misconduct in the
performance of its services hereunder which gave rise to a loss,
claim, damage, liability, cost or exposure sought to be resolved
hereunder. However, pending any such final determination, the
Indemnification and reimbursement provisions of this Agreement shall
apply and the Client shall perform its obligations hereunder to
reimburse the Consultant for its attorney's fees and expenses.
5.2 The provisions of paragraph 5.1 shall survive the termination and
expiration of this Agreement.
6.0 ENTIRE AGREEMENT
6.1 This Agreement sets forth the entire understanding of the parties
hereto relating to the subject matter hereof, and supercedes and
cancels any prior communications, understandings and Agreements
between the parties. This Agreement cannot be modified or changed, nor
can any of its provisions be waived, except by written Agreement
signed by all parties.
7.0 TIME
7.1 Time shall be of the essence in all respects of this Agreement.
8.0 NOTICE
8.1 Any notice or other communication which is required or permitted to be
given or made by one party to the other party hereunder shall be in
writing and shall be either:
(a) personally delivered to the other party;
(b) sent by facsimile transmission; or
(c) sent by regular mail, postage prepaid.
Any notice shall be sent to the intended recipient at its address as
follows:
To the Consultant:
Suite #4, Temple Building
Main and Prince Xxxxxxx Street
Charlestown, Nevis
West Indies
Fax: (000) 000-0000
To the Client:
00 Xxxxxxxx Xxxxxx Xxxx, Xxxxx 000
XX Xxx 00
Xxxxxxxxxxx, Xxxxxxx
Xxxxxx X0X 0X0
Fax: (000) 000-0000
Or at such other address as any party may from time to time advise the
other by notice in writing. Any notice given by personal delivery
shall be deemed to be received on the date of such delivery. Any
notice sent by facsimile transmission shall be deemed to be received
the next business day following the date of its transmission. Any
delivery by regular mail shall be deemed to be delivered 7 business
days following the date on which it was mailed.
9.0 DILIGENCE BY PARTIES
9.1 The parties shall, with reasonable diligence, do all things and
provide all reasonable assurances as may be required to complete the
transaction(s) and/or services contemplated in this Agreement, and
each party shall provide such further documents, information or
instruments required by the other party as may be reasonably necessary
or desirable to give effect to this Agreement and carry out its
provisions.
10.0 COUNTERSIGNING
10.1 This Agreement may be executed by the parties in one or more
counterparts, each of which when so executed and delivered shall be an
original and such counterparts shall together constitute one and the
same instrument.
11.0 SEVERENCE
11.1 Any provision of this Agreement which is prohibited or unenforceable
in any jurisdiction shall not invalidate the remaining provisions
hereof and any such invalid or unenforceable provision shall be deemed
to be severed. Any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such
provision in any other jurisdiction.
IN WITNESS WHEREOF the parties have duly executed this Agreement as of
the date first written above.
IFG INVESTMENTS SERVICES INC.
By: /s/ Xxxxx Xxxxxx
-----------------------------
Authorized Director/Officer
By:
-----------------------------
Authorized Director/Officer
GRAVITY SPIN HOLDINGS, INC.
By: /s/ Xxxxx Xxxxxx
-----------------------------
Authorized Director/Officer
By:
-----------------------------
Authorized Director/Officer
