FINANCIAL CONSULTING AGREEMENT
Agreement made this ___ day of ________, 1996 by and between
I.A. Xxxxxxxxxx & Co. ("Consultant") and MicroEnergy, Inc. (the
"Company").
WHEREAS, the Company desires to obtain Consultant's
consulting services in connection with the Company's business and
financial affairs, and Consultant is willing to render such services as
hereinafter more fully set forth.
NOW, THEREFORE, the parties hereby agree as follows:
1. The Company hereby engages and retains Consultant and
Consultant hereby agrees to use its best efforts, to render to the
Company the consulting services hereinafter described for a period of
two years commencing as of, and conditioned upon, the closing of the
underwriting contemplated in the Registration Statement on Form SB-2,
No. 33-_____, declared effective by the Securities and Exchange
Commission on __________________.
2. Consultant's services hereunder shall consist of
consultations with the Company concerning investment banking and other
financial matters to be determined by the Company.
3. The Company agrees that Consultant shall not be
precluded during the term of this Agreement from providing other
consulting services or engaging in any other business activities
whether or not such consulting services or business activities are
pursued for gain, profit or other pecuniary advantage and whether or
not such consulting activities are in direct or indirect competition
with the business activities of the Company.
4. The Company agrees to pay to Consultant for its services
hereunder the sum of Twenty Four Thousand Dollars ($24,000) per year
for each of the two years of the term of this Agreement. The Company
agrees that the entire sum due to Consultant hereunder, Forty Eight
Thousand Dollars ($48,000), shall be paid in full on the date hereof.
5. Consultant shall be entitled to reimbursement by the
Company of such reasonable out-of-pocket expenses as Consultant may
incur in performing services under this Agreement.
6. All final decisions with respect to consultations or
services rendered by Consultant pursuant to this Agreement shall be
those of the Company, and there shall be no liability on the part of
the Consultant in respect thereof. This Agreement and the Underwriting
Agreement dated __________________, 1996 contain the entire agreement
of the parties hereto with respect to the subject matter hereof, and
there are no representations or warranties other than as shall be
herein or therein set forth. No waiver or modification hereof shall be
valid unless in writing. No waiver of any term, provision or condition
of this Agreement, in any one or more instance, shall constitute a
waiver of any other provision thereof, whether or not similar, nor
shall such waiver constitute a continuing waiver.
7. This Agreement shall be governed, construed and enforced
in accordance with the laws of the State of New York, without regard to
the principals of conflicts of laws.
IN WITNESS WHEREOF, the parties hereto have caused the
agreement to be signed as of the day and year first above written.
MICROENERGY, INC.
By:____________________________
Name:
Title:
I.A. XXXXXXXXXX & CO.
By:___________________________
Name:
Title:
