EXHIBIT 1.2
FINANCIAL CONSULTING AGREEMENT
This Financial Consulting Agreement (the "Agreement") is made as of
_________, 1997 by and between, SoloPoint, Inc., a California corporation having
its business address at 000-X Xxxxxxx Xxxxxx, Xxx Xxxxx, Xxxxxxxxxx 00000
(hereinafter the "Company"), and X. X. Xxxxxx & Co., Inc., a New York
corporation having its principal place of business at 0000 Xx. Xxxx Xxxxxx,
Xxxxxxxxx, Xxx Xxxx 00000 (hereinafter "Consultant").
In consideration of the mutual promises contained herein and on the terms
and conditions hereinafter set forth, the Company and Consultant agree as
follows:
1. Provision of Services.
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(a) Consultant agrees, to the extent reasonably requested by the
President of the Company and reasonably required in the conduct of the business
of the Company, as determined by the Consultant, to place at the disposal of the
Company its judgment and experience and to provide business development services
to the Company including the following:
(i) assist the Company in its public equity marketing efforts;
(ii) provide access to the Consultant's retail sales force
through roadshow stops and conference calls;
(iii) provide research coverage from the Consultant's
Research Department; and
(iv) advise with regard to stockholder relations and public
relations matters.
All such services shall at all times be at the request of the Company.
(b) Consultant agrees to use its best efforts at all times in the
furnishing of advice and recommendations, and for this purpose Consultant shall
at all times maintain or keep available for the Company an adequate organization
of personnel or a network of outside professionals for the performance of its
obligations under this Agreement.
2. Compensation. In consideration for services to be rendered under this
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Agreement, the Company and Consultant hereby agree that hereby agree that the
Company shall pay a non-refundable fee equal to $6,000 per month for twelve (12)
months, payable in full upon the execution of this Agreement.
The Company agrees to reimburse Consultant for its expenses incurred by the
Consultant in connection with its services hereunder. All expenses shall be
approved in advance by the Company in writing.
3. Expenses Payment Schedule. Consultant will invoice the Company for
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its actual expenses for each month within fifteen (15) days of the end of the
month. Payment of invoices will be due upon receipt.
4. Liability of Consultant. In furnishing the Company with management
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advice and other services as herein provided, neither Consultant nor any
officer, director or agent thereof shall be liable to the Company or its
creditors for errors of judgment or for anything except willful malfeasance, bad
faith or gross negligence in the performance of its duties or reckless disregard
or its obligations and duties under the terms of this Agreement.
It is further understood and agreed that Consultant may rely upon
information furnished to is reasonably believed to be accurate and reliable and
that, except as herein provided, Consultant shall not be accountable for any
loss suffered by the Company by reason of the Company's action or non-action on
the basis of any advice, recommendation or approval of Consultant, its partners,
employees or agents.
5. Status of Consultant. Consultant shall be deemed to be an independent
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contractor and, except as expressly provided or authorized in this Agreement,
shall have no authority to act for or represent the Company.
6. Other Activities of Consultant. The Company recognizes that
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Consultant now renders and may continue to render management and other services
to other companies which may or may not have policies and conduct activities
similar to those of the Company. Consultant shall be free to render such advice
and other services and the Company hereby consents thereto. Consultant shall not
be required to devotes its full time and attention to the performance of its
duties under this Agreement, but shall devote only so much of its time and
attention as it deems reasonable or necessary for such purposes.
7. Control. Nothing contained herein shall be deemed to require the
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Company to take any action contrary to its Certificate of Incorporation or By-
Laws, or any applicable statute or regulation, or to deprive its Board of
Directors of their responsibility for any control of the conduct or the affairs
of the Company.
8. Term. Consultant's retention hereunder shall be for a term of one
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year commencing upon the execution of this Agreement.
9. Miscellaneous. This Agreement sets forth the entire agreement and
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understanding between the parties and supersedes all prior discussions,
agreements and understandings of every and any nature between them. This
Agreement shall be construed and interpreted according to the laws of the State
of New York.
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by
their respective officers or representatives duly authorized the day and year
first above written.
SOLOPOINT, INC.
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By: ____________________________________
Name:
Title:
X. X. XXXXXX & CO., INC.
By: ______________________________________
Name:
Title:
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