INVESTMENT BANKING AGREEMENT
This Agreement is made on the 1st day of August 1998, by and between Monterey
Ventures, Inc. (hereafter refereed to as MVI) who's offices are located at 000
Xxxx Xxxxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxxxxx 00000 and Internet Food Co., Inc.
(hereafter referred to as IFC) who's address is 000 Xxxx Xxxxxx, Xxxxx 000,
Xxxxxxxx, Xxxxxxxxxx 00000.
MVI's management and staff have a background in investment banking, corporate
finance, sales and marketing and is willing to provide services to IFC based on
this background. IFC desires to have services provided by MVI.
Therefore, the parties agree as follows:
1. DESCRIPTION OF SERVICES. Beginning on the date of this agreement MVI 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 IFC's "Investment Banker" and assisting in the
placement of the companies securities to raise the money needed for IFC to
follow through 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. PERFORMANCE OF SERVICES. The manner in which the services are to be performed
and the specific hours to be worked by MVI shall be determined by MVI. IFC will
rely on MVI to work as many hours as reasonably necessary to fulfill MVI's
obligations under this Agreement.
3. PAYMENT. IFC will pay a fee to MVI in the amount of $21,237.00
4. EXPENSES. MVI shall be entitled to reimbursement from IFC for all reasonable
"out-of-pocket" expenses including, but not limited to: travel, meals, postage,
copying and phone.
5. TERM/TERMINATION. This Agreement shall automatically terminate upon
consultant's completion of the services required by this Agreement.
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6. RELATIONSHIP OF PARTIES. It is understood by both parties that MVI is an
independent contractor with respect to IFC and not an employee of IFC. IFC will
not provide fringe benefits for the benefit of MVI. This includes health
insurance benefits, paid vacation or any other employee benefit.
7. CONFIDENTIALITY. MVI 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. MVI agrees that
MVI will not at any time or in any manner, either directly or indirectly, use
any information for MVI's own benefit or will MVI divulge, disclose or
communicate in any manner, any information to any third party without the prior
written consent of IFC. MVI will protect the Information and treat it as
strictly confidential. A violation of this paragraph shall be a material
violation of this Agreement.
8. RETURN OF RECORDS. Upon termination of this Agreement, MVI shall return all
records, notes, data, memorandum, models and equipment of any nature that are in
MVI's possession or under MVI's control that are property or relate to 's
business.
9. 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:
Monterey Ventures, Inc. Internet Food Co., Inc.
000 Xxxx Xxxxxx, Xxxxx 000 000-X Xxxx Xxxxxx, Xxxxx 000
Xxxxxxxx, XX 00000 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.
10. 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.
11. AMENDMENT. This Agreement may be modified or amended if the amendment is
made in writing and is signed by both parties.
12. 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.
13. 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.
14. APPLICABLE LAW. This Agreement shall be governed by the laws of the State of
California.
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INTERNET FOOD CO., INC.
By: ___________________________
Xxxxxx X. Xxxxxxxx, President
MONTEREY VENTURES, INC.
By: __________________________________
Xxxxxx X. Xxxxxx, President
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