EXHIBIT 10.04
CONSULTING AGREEMENT, DATED AS OF APRIL 9, 1999,
BETWEEN E-TAXI AND GATEWAY ADVISORS, INC.
GATEWAY 000 XXXXX 0XX XXXXXX XXXXX 0000 XXX XXXX, XX 00000
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A d v i s o r s 408-280-0800 fax 000-000-0000
Xx. Xxxxxx X. Xxxxxxx
President
Gateway Advisors, Inc.
000 Xxxx Xxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Re: CONSULTING AND MANAGEMENT SERVICES
Dear Xx. Xxxxxxx:
This letter will confirm that effective October 1, 1998, E-Taxi, Inc. (the
"Company") has engaged Gateway Advisors, Inc. (the "Advisor") to provide
consulting and management services related to (1) the identification and
evaluation of strategic acquisition candidates (the "Targets"), (2) the
negotiation and structure of investments in or acquisitions of the Targets by
the Company or any of its subsidiaries, and (3) the operations of the Company.
This engagement between the Company and the Advisor is pursuant to the following
terms and conditions.
1. TERM. The Advisor shall assist the Company for a period commencing as
of October 1, 1998 and ending on September 31, 1999, unless extended by mutual
consent of the parties (the "Term").
2. SCOPE OF SERVICES. The scope of services performed by the Advisor will
include assisting the Company with respect to the following:
a. Conduct a search for synergistic acquisition candidates.
b. Conduct Market Research including the small office/home office
market, on-line sales of technology equipment, and other Internet businesses.
c. Assist the Company in evaluating the Targets' prospects.
d. Negotiate and Structure the acquisitions or investment in the
Targets.
e. Assess the best financing alternatives within the capital
markets for funding transactions with Targets.
f. Facilitate discussions with investment bankers regarding
business strategy and access to public markets.
g. Provide on-going management services for the Company and any
of its subsidiaries.
h. Provide advice on the negotiation and structure of investments
in, or acquisition of the Company or any of its subsidiaries.
3. CONFIDENTIALITY. The Company will provide information to the Advisor
regarding its business which will be deemed by the Advisor to be accurate at the
time furnished, to the best knowledge of the Company. The Advisor agrees to
maintain all non-public information the Company that is furnished by the Company
in a manner appropriate to the services being performed by the Advisor, unless
disclosure is required by law or requested by any government or regulatory
agency.
4. COMPENSATION.
a. CONSULTING FEE. The Company agrees to pay the Advisor a
consulting fee in the amount of $30,000 per quarter, beginning October 1, 1998.
b. EXPENSES. The Company agrees to reimburse the Advisor,
promptly upon invoicing, for out-of-pocket expenses incurred in connection with
the services rendered pursuant to this Engagement Letter, provided, however,
that out-of-pocket expenses in excess of $10,000, in the aggregate, are subject
to the Company's prior written approval.
5. INDEMNIFICATION. The Company agrees to indemnify the Advisor and its
employees from and against all losses, claims, damages and liabilities to which
the Advisor may become subject under any applicable federal or state law, or
otherwise, related to or arising out of the engagement of the Advisor pursuant
to, and the performance by the Advisor of the services contemplated by, this
Engagement Letter. The Company will not be liable to the extent that any loss,
claim, damage, liability or expense has resulted from the Advisor's bad faith,
gross negligence or misrepresentation.
If any action or proceeding shall be brought or asserted against the Advisor in
respect of which indemnity may be sought from the Company, the Advisor shall
promptly notify the Company in writing, and the Company may, in its discretion,
assume the defense therefore, including the employment of counsel reasonably
satisfactory to the Advisor and the payment of related expenses.
6. ENTIRE AGREEMENT. This Engagement Letter reflects the entire
understanding of the parties with respect to this agreement. This agreement has
been made solely for the benefit of the Company and the Advisor and no other
person shall acquire or have any rights under or by virtue of this Engagement
Letter.
7. GOVERNING LAW. This Engagement Letter shall be governed by the laws of
the State of California.
8. COUNTERPARTS. This Engagement Letter may be executed in any number of
counterparts, each of which shall be deemed to be an original including those
sent by facsimile.
If the foregoing correctly sets forth the agreement, please indicate by signing
below in the signature block.
Sincerely,
E-Taxi Inc.,
a Delaware Corporation
by: /s/ XXXXX X. XXXXX, XX.
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Xxxxx X. Xxxxx, Assistant Secretary
Accepted by:
GATEWAY ADVISORS, INC.
/s/ XXXXXX X. XXXXXXX
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By: Xxxxxx X. Xxxxxxx, President
