RENEWAL AND AMENDMENTS TO
One Time Program
INVESTMENT BANKING AGREEMENT
THIS RENEWAL OF AND AMENDMENT TO THE INVESTMENT BANKING AGREEMENT made
this ______ day of __________, 2001 by and between:
GIVIGEST FIDUCIARIA XX
Xxxxx Xxxxxxx 0,
XX-0000 Xxxxxx, Xxxxxxxxxxx
a Swiss Corporation (hereinafter referred to as "GIVIGEST"), and;
AIR PACKAGING TECHNOLOGIES, INC.
00000 Xxx Xxxxxx Xxxx,
Xxxxxxxx, Xxxxxxxxxx, XXX
(hereinafter referred to as "COMPANY");
collectively GIVIGEST and COMPANY hereinafter referred to as "THE PARTIES".
WITNESSETH:
WHEREAS, GIVIGEST is an investment banking, financial, management
consulting and strategic planning firm, with expertise in the dissemination of
information about publicly traded companies, and is in the business of providing
investor relations services and other related program services and products;
and,
WHEREAS, COMPANY is publicly held with its common stock trading Over the
Counter (OTC) under the ticker symbol "AIRP", and
WHEREAS, THE PARTIES did enter into an Investment Banking Agreement on
March 27, 2000 and did modify said agreement be adopting of a Term Sheet on
August 22, 2000 (hereinafter collectively referred to as "2000 IBA"), and
WHEREAS, THE PARTIES desire to renew said 2000 IBA and make certain
amendments thereto, and
THEREFORE, in consideration of the mutual covenants contained herein, it
is agreed as follow:
1. One year Renewal of Investment Banking Agreement
THE PARTIES hereby agree to the renewal of the 2000 IBA for a period of
one year to begin April 1, 2001 (hereinafter referred to as "2001 IBA").
2. Incorporation of Terms
THE PARTIES hereby agree that all of the terms and conditions of the 2000 IBA
shall remain in full force and effect for the renewal period, except as may be
amended or modified herein, and except that addendum "A" shall apply solely to
the 2000 IBA.
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3. Amendments and Modifications
The PARTIES hereby agree that Addendum "B" attached hereto contains the
amendments and modifications to the 2000 IBA and that all references in the 2000
IBA to Addendum "A" shall mean Addendum "B" when applied to the 2001 IBA.
For and in behalf of: For and in behalf of:
COMPANY GIVIGEST
AIR PACKAGING TECHNOLOGIES, INC. GIVIGEST FIDUCIARIA SA
a US Company a Swiss Company
By _______________________ By ______________________
Xxxxxx X. Xxxxxxxx Xxxxxxx Gianascio
President President
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GIVIGEST FIDUCIARIA SA
INVESTMENT BANKING AGREEMENT
Addendum "B"
A. SPECIFIC SERVICES
1 Act as an investor relations contact in Europe, such information as is
approved by COMPANY, responding to shareholders requests, and coordinating
shareholder communication with COMPANY. One of GIVIGEST's representatives will
be in charge of answering a dedicated telephone line and dedicated email address
and coordinate with COMPANY all shareholders' questions by telephone, fax, or
email.
2 Coordinate with and advise COMPANY on the appointment of an additional
European investor relations advisor and an additional US advisor, all
compensation of which are to be negotiated and paid by COMPANY.
3 Coordinate the preparation of research reports on COMPANY and its activities.
All costs for printing and mailing will be pre-approved and paid for by COMPANY.
4 Continue to introduce COMPANY to institutional investors that would indicate
an interest in COMPANY's business and activities. At COMPANY's request, or when
it is deemed appropriate, GIVIGEST will organize one-on-one presentations or
road shows to introduce COMPANY to the European financial community. COMPANY
will pre-approve and pay for all costs, including travel, accommodations, space
rental, and materials supplied during the presentations.
5 Evaluate and negotiate alternative listings of the COMPANY's stock.
6 Continue to introduce COMPANY to additional market makers and brokerage firms
to broaden its base of investors.
7 Continue to introduce COMPANY to individuals who would have education,
talents, or business experience that could bring additional breadth to the Board
of Directors.
8 Makes a firm commitment to raise $1,250,000 in additional capital or
convertible debt within 3 months from the effectiveness of this renewal
(hereinafer referred to as "FIXED COMMITMENT") and to raise an additional
$1,250,000 on a best efforts basis, as needed, during the twelve months
following the effective date (hereinafter referred to as "BEST EFFORTS
COMMITMENT"). The exact terms of both commitments as to pricing, form, etc. will
be fixed according to market conditions and will be agreed upon by THE PARTIES
in each instant case.
B. COMPENSATION
1 All expenses incurred by GIVIGEST which have been pre-approved by the
President of COMPANY, including but not limited to stationery, printing, travel,
accommodations, and related business meals
2 A monthly retainer of $7,500 payable, in advance, by the last day of the
previous month beginning March 31, 2001.
3 250,000 warrants to purchase the common stock of COMPANY upon execution of
this renewal agreement. Each warrant shall entitle the holder to purchaser one
share of the common stock of COMPANY at the closing Bid price of COMPANY'S
common stock on March 23, 2001 for a period of three years from the ending day
of the month in which this agreement is executed.
4 250,000 additional warrants on the same terms as B(3) above on the basis of
one warrant for every $10 raised pursuant to A(8) above.
5 A Finder's fee equal to ten percent (10%) of all funds raised on behalf of
COMPANY by GIVIGEST during the term of this agreement. Funds raised is defined
as funds received by the Company through the efforts of Givigest including, but
not limited to, convertible debt, equity, and exercise of warrants issued in
conjunction with present, past, or future financings arranged by Givigest.
6 As additional consideration, GIVIGEST will have the following registration
rights:
i. In the event that COMPANY shall file, at any time any of the
warrants are outstanding, a registration statement under which the issued
shares and the shares underlying the above warrants could be registered,
the COMPANY, upon the request of GIVIGEST, will use its best efforts to
include the same under said registration statement.
ii. In addition, GIVIGEST shall have the one time right to request the
registration of the shares underlying the above warrants and COMPANY will
use its best efforts to secure said registration.
iii. In the case of any such registration filed by the COMPANY under
either i or ii above, COMPANY shall use its best efforts to maintain it in
an effective status for a minimum of one year from the effective date of
the registration
For and in behalf of: For and in behalf of:
COMPANY GIVIGEST
AIR PACKAGING TECHNOLOGIES, INC. GIVIGEST FIDUCIARIA SA
a US Company a Swiss Company
By___________________________ By _______________________
Xxxxxx X. Xxxxxxxx Xxxxxxx Gianascio
President President