Exhibit 10.2 - Agreement with ACOL International Ltd.
FINANCIAL ADVISORY AND CONSULTING AGREEMENT
This Agreement is made and entered into as of this 15/th/ day of April,
2002 by BBJ Environmental Technologies, Inc. (the "Company" or "BBJ") and ACOL
International, Ltd. (the "Consultant").
In consideration of and for the mutual promises and covenants contained
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Purpose. The Company hereby retains the Consultant during the term
specified in Section 2 hereof to render consulting advice to the Company as
relating to financial and similar matters, upon the terms and conditions set
forth in this agreement.
2. Term. The term of this Agreement (the "Term") shall be the period
beginning the date of this Agreement and ending December 31, 2002.
3. Services of Consultant. During the Term the Consultant will provide
the Company, including any parent or subsidiary corporation, with such regular
and customary consulting advice as is reasonably requested by the Company,
provided that the Consultant shall not be required to undertake duties not
reasonably within the scope of the consulting advisory services contemplated by
this Agreement. In the performance of these duties the Consultant shall provide
the Company with the benefits of its best judgment and efforts. It is understood
and acknowledged by the parties that the Consultant shall be obligated to render
advice, upon request of the Company, in good faith, but shall not be obligated
to spend any specific amount of time in doing so. Consultant shall provide
investor relations services encompassing the following:
. Assist in the creation of an investor package.
. Broker/dealer relations: disseminate investor relations packages and
corporate profiles to pre-qualified brokers.
. Introductions to market makers interested in making markets in Company's
common stock.
. Increased awareness among institutional and individual investors.
. Introduce industry analysts to Company.
. Assist in the drafting and dissemination of press releases through
appropriate wire services.
. Maintain broadcast fax list and mailing list for new press releases
through appropriate wire services.
. Organize and attend any conferences or industry forums on behalf of
Company.
. Seek potential Merger and Acquisition candidates
. Promote awareness of the company in the business community of geographic
areas where we wish to establish greater distribution.
. Investigate and retain Investor relations firms at no cost to BBJ.
. Introduce company to large individual investors in order to provide
potential sources of funding and to broaden investor base.
. Introduce company to brokerage firms with objective of their research
departments tracking BBJ's progress.
. Introduce company to Investment Clubs and other groups of potential long
term investors.
. Work to move Company to participation in the full Small Cap Market.
4. Consultant Liability. In the absence of gross negligence or willful
misconduct on the part of the Consultant, the Consultant shall not be liable to
the Company, or to any officer, director, employee, stockholder or creditor of
the Company, for any act or omission in the course of or in connection with the
rendering or providing of advice or services hereunder.
5. Expenses. Except as approved in writing, the Company shall not be
responsible for the expenses of the Consultant.
6. Compensation. In consideration of the services to be rendered by the
Consultant to the Company pursuant to Section 3 of this Agreement, the Company
agrees, subject to Board approval, to issue to the Consultant one million four
hundred thousand shares of Common Stock of BBJ Environmental Technologies, Inc.
in accordance with the schedule set forth in 6.1 herein and will utilize its
best efforts to file a registration statement with the Securities and Exchange
Commission to register the underlying shares for resale. The costs and expenses
(other than sales commissions, selling expenses and costs of Consultant's
accountant and counsel) of the registration and qualification under the
Securities Act of 1933, as amended (the "Act") and of all other actions the
Company is required to take or effect in connection with the registration rights
described herein, shall be paid by the Company.
6.1 The Company acknowledges that while this contract is for a term of
8 1/2 months, a substantially disproportionate amount of the services to be
performed hereunder is expected to be performed by the Consultant in the first
three months of this Agreement. On this basis, the following represents the
schedule for issuance of stock pursuant to this agreement:
Date Number of Shares
---- ----------------
05/15/02 400,000
06/l15/02 400,000
07/15/02 400,000
09/01/02 50,000
10/01/02 50,000
11/01/02 50,000
12/01/02 25,000
12/31/02 25,000
In the event that either party cancels this Agreement before a scheduled
date for the issuance of shares, the Company shall not be obligated to issue any
additional shares under this Agreement, it being understood that all issued
(vested) shares shall be retained by the Consultant. An appropriate restrictive
legend shall be placed on each stock certificate issued pursuant to this
Agreement. In the event that the shares to be issued under this Agreement are
registered for resale with the SEC, the restrictive legend may be removed
against actual sales that occur while there is a current prospectus and
effective registration statement.
7. Limitation Upon the Use of Advice and Services.
7.1 No person or entity other than the Company and its officers and
directors shall be entitled to make use of or rely upon the advice of the
Consultant to be given hereunder, and the Company shall not transmit such advice
to others, or encourage or facilitate the use or reliance upon such advice by
others, without the prior written consent of the Consultant.
7.2 The Consultant shall not disclose or use for its own or the benefit
of any other person confidential information which it learns about the Company
as a result of its engagement hereunder, except for such disclosure as may be
required for Consultant to perform its duties hereunder, as is agreed to in
writing by the parties, or as is ordered by a Court having jurisdiction with
respect to this Agreement.
8. Severability. Every provision of this Agreement is intended to be
severable. If any term, or provision hereof is deemed unlawful for any reason
whatsoever, such unlawfulness or invalidity shall not affect the validity of the
remainder of this Agreement.
9. Miscellaneous
9.1 All notices and other communications shall be sent by certified
mail, postage prepaid, (i) if to the Consultant, at ACOL International, Ltd.,
000 Xxxxxxxxx xx xxx Xxxx, Xxxxx 0, Xxxxxxxx, XX 00000, or (ii) if to the
Company at 0000 Xxxxxxxx Xxxx., Xxxxx 000, Xxxxx, Xxxxxxx 00000, or to such
address as may hereafter be designated in writing by any such entities to the
others. Such notice or other communication shall be deemed to be given on the
date of receipt.
9.2 At the end of the Term, the provisions of this Agreement relating to
the duties of the Consultant and compensation by the Company as it applies to
such Consultant shall cease to be in effect, except for those rights and
obligations that by their nature are intended to survive the termination of this
Agreement, including but not limited to the Company's obligations of payment for
services rendered prior thereto and the provisions set forth in Sections 7 and 8
above. This Agreement shall survive any merger of the Company or sale of
substantially all of its assets and this Agreement shall be binding on the
surviving Company after any such merger and upon both the Company and the
acquiring company after any such sale.
9.3 This Agreement embodies the entire agreement and understanding
between the Company and the Consultant and supersedes any and all negotiations,
prior discussions and preliminary and prior agreements and understandings
related to the subject matter hereof.
9.4 This Agreement has been duly authorized, executed and delivered by
and on behalf of the Company and the Consultant.
9.5 This Agreement shall be construed and interpreted in accordance with
the laws of the State of Florida without giving effect to conflicts of laws.
Each party hereby consents to the jurisdiction of the State and Federal courts
sitting in Tampa, Florida in any action arising out of this Agreement, and each
party further agrees that the service of process or of any papers upon it by
registered mail at their respective addresses set forth herein shall be deemed
good, proper and effective service upon it, and each party waives, to the
fullest extent permitted by law, any objection that it may now or hereafter have
to the establishment of personal jurisdiction or venue in any such court, suit,
action, or proceeding.
9.6 This Agreement and the rights hereunder may not be assigned by
either party (except by operation of law or in the case of a merger or
acquisition in accordance with Section 10.2) and shall be binding upon and inure
to the benefit of the parties and their respective successors and assigns.
9.7 The headings in the Sections of this Agreement are inserted for
convenience of reference only and shall not affect or be deemed to affect the
meaning of any provision of this Agreement.
9.8 Counterparts and Facsimile Signatures. This Agreement may be
executed simultaneously in two or more counterparts, each of which shall be
deemed an original, but all of which taken together shall constitute one and the
same instrument. Execution and delivery of this Agreement by exchange of
facsimile copies bearing the facsimile signature of a party hereto shall
constitute a valid and binding execution and delivery of this Agreement by such
party. Such facsimile copies shall constitute enforceable original documents.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
ACOL International, Ltd.
/s/ Xxxxxxxx X. XxXxxx
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Xxxxxxxx X. XxXxxx, President
BBJ Environmental Technologies, Inc.
/s/ Xxxxx X. Xxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxx
Title: President
