INVESTMENT BANKING AGREEMENT
This Agreement is made on the 13th day of May 1999, by and between Internet
Xxxxxxx.xxx, Inc. (hereafter referred to as XX.XXX) who's offices are located at
000 Xxxx Xxxxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxxxxx 00000 and Trading
Xxxxxxxxx.xxx, Inc. (hereafter referred to as XX.XXX) who's address is 000 Xxxx
Xxxxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxxxxx 00000.
XX.XXX's management and staff have a background in investment banking, corporate
finance, bridge -loans, sales and marketing and is willing to provide services
to XX.XXX based on this background. XX.XXX desires to have services provided by
XX.XXX.
Therefore, the parties agree as follows:
1. DESCRIPTION OF SERVICES. Beginning on the date of this agreement XX.XXX will
provide the following services, (collectively the "Services"):
Assist in the formation of the proposed corporation, including assistance
in all state and federal filings as well as all state and federal
filings that might be necessary for the proposed Private Placement
Offering.
Assist in the formulation and production of a business plan which shall
include the development of pro forma statements, break even analysis,
spreadsheets, graphs, charts and cost projections.
Produce an investor presentation package to include tools that range from
presentation folders to the most sophisticated audiovisual and
interactive computer technologies.
Prepare a Private Placement Offering Memorandum (in accordance with federal
exemption from registration in reliance upon the exemption from
registration provided by Section 4(2) of "The Act" and Regulation D
promulgated pursuant to Section 3(b) of "The Act") allowing the
company to raise additional capital (as outlined in Schedule A).
Act in the capacity as XX.XXX's "Investment Banker" and assisting in the
placement of the companies securities to raise the money needed for
XX.XXX to follow-Ahrough with their business plan.
Give professional advice and assistance in the areas of corporate
structure, corporate finance, management structure, time line
projections, future funding and marketing.
2. OTHER SERVICES. XX.XXX has agreed for XX.XXX to buy 1,200,000 shares of
founders stock at $.01 per share. XX.XXX has also agreed to repay the bridge
loan within the 6 month time frame of $3,000 + interest due. XX.XXX has agreed
to allow XX.XXX to name one board member at any time that it may be needed.
XX.XXX has agreed to allow XX.XXX to receive any options that may be issued to
them.
3. PERFORMANCE OF SERVICES. The manner in which the services are to be performed
and the specific hours to be worked by XX.XXX shall be determined by XX.XXX.
XX.XXX will rely on IFCOM to work as many hours as reasonably necessary to
fulfill XX.XXX's obligations under this Agreement.
4. PAYMENT. XX.XXX will pay a fee to IFCOM in the amount of $22,000.00
S. FINDERS FEE. Trading Solutions. com, Inc. will pay to Xxxxxx X. Xxxxxx a
finders fee of $1,000.00 per month for the first $499,000.00 raised. He will
then be paid $4,000.00 per month, which will be accumulative from the beginning
after raising $500,000.00 or more.
6. EXPENSES. IFCOM shall be entitled to reimbursement from XX.XXX for all
reasonable "out-of-pocket" expenses including, but not limited to: travel,
meals, postage, copying and phone.
6. TERM/TERMINATION. This Agreement shall automatically terminate upon
consultant's completion of the services required by this Agreement.
7. RELATIONSHIP OF PARTIES. It is understood by both parties that XX.XXX is an
independent contractor with respect to XX.XXX and not an employee of XX.XXX.
XX.XXX will not provide fringe benefits for the benefit of XX.XXX This includes
health insurance benefits, paid vacation or any other employee benefit.
S. CONFIDENTIALITY. IFCOM recognizes that has and will have the following
information and or trade secrets including, but not limited to: inventions,
apparatus, future plans, business affairs, process information, customer lists,
product design information and other proprietary information (collectively,'
"Information") which are valuable, special and unique assets of IFCOM agrees
that XX.XXX will not at any time or in any manner, either directly or
indirectly, use any information for IFCOM's own benefit or will IRCOM divulge,
disclose or communicate in any manner, any information to any third party
without the prior written consent of XX.XXX. XX.XXX win protect the Information
and treat it as strictly confidential. A violation of this paragraph shall be a
material violation of this Agreement.
9. RETURN OF RECORDS. Upon termination of this Agreement, XX.XXX shall return
all records, notes, data, memorandum, models and equipment of any nature that
are in XX.XXX's possession or under XX.XXX's control that are property or relate
to's business.
10. NOTICES. All notices required or permitted under this Agreement shall be in
writing and shall be deemed delivered when delivered in person or deposited in
the United States mail, postage prepaid, and addressed as follows:
Internet Xxxxxxx.xxx, Inc.
000 Xxxx Xxxxxx, Xxxxx 0 00
Xxxxxxxx, XX 00000
Trading Xxxxxxxxx.xxx, Inc.
000 Xxxx Xxxxxx, Xxxxx 0 00
Xxxxxxxx, XX 00000
Such address may be changed from time to time by either party by providing
written notice to the other in the manner set forth above.
11. ENTIRE AGREEMENT. This Agreement contains the entire agreement of both
parties and there are no other promises or conditions in any other agreement
whether oral or written. This Agreement supersedes any prior written or oral
agreements made between the parties.
12. AMENDMENT. This Agreement may be modified or amended if the amendment is
made in writing and is signed by both parties.
13. SEVERABILITY. If any provision of this Agreement shall be held to be invalid
or unenforceable for any reason, the remaining provisions shall continue to be
valid and enforceable. If a court finds that any provision of this Agreement is
invalid or unenforceable but that by limiting such provision it would become
valid and enforceable, then such provision shall be deemed to be written,
construed and enforced as so limited.
14. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any
provision of this Agreement shall not be construed as a waiver or limitation of
that party's right to subsequently enforce and compel strict compliance with
every provision of this Agreement.
15. APPLICABLE LAW. This Agreement shall be governed by the laws of the State of
California.
TRADING XXXXXXXXX.XXX, INC.
By:/s/ Xxxxxxx Xxxxxxxxx
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Xxxxxxx Xxxxxxxxx, President
INTERNET XXXXXXX.XXX, INC.
By:/s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx, President
