April 29, 1998
Xx. Xxxx X. Xxxxxx
Outlook Sports Technology, Inc.
0000 Xxxxx Xxxxxxx Xxxxxxx
Xxxxx 000
Xxxx Xxxxx, XX 00000
Re: Consulting Agreement
Dear Xx. Xxxxxx:
This letter is to confirm the engagement of Argent Securities, Inc.
("Argent") by Outlook Sports Technology, Inc., formerly known as Hippo, Inc.
(the "Company), which was agreed upon and effective January 23, 1998, for
purposes of providing on a nonexclusive basis, financial and investor advisor
services as more detailed herein in consideration for the fee and compensation
described below.
The Company agrees to provide Argent such information, historical
financial data, projections, proformas, business plans and other information in
the possession of the Company which Argent may reasonably require to complete
the duties set forth herein. It is expressly understood that the responsibility
for the accuracy of such information will be that of the Company and that to the
best knowledge and belief of the Company any information provided to Argent will
not contain any untrue statement and will not omit or misstate any material
fact. The Company authorized Argent to use such information and documents in
connection with the services to be provided as described below. Argent shall
preserve the confidentiality of such information and documents and return all
information, materials and documents to the Company upon expiration of this
agreement.
Argent will furnish ongoing advisory and management consulting services
on behalf of the Company including, without limitations, providing operational
and strategic advice and direction and development of a business plan. The
Company hereby engages Argent to provide the services as described herein. Such
services will generally include advice to and consulting with the company's
management concerning marketing surveys, investor profile information, and
expanding its products and/or services. Argent will also provide additional
services to the Company, including assisting in the preparation and format of
due diligence meetings and attendance at conventions and trade shows. Further,
Argent shall make introductions of officers of the Company to investment
bankers, investment brokers, broker dealers, analysts, and other consultants and
advisors who Argent believes to be in the best interest of the Company for
purposes of completing its business plan.
Xx. Xxxx X. Xxxxxx
April 29, 1998
Page 2
The term of this Agreement shall be for a period of Two (2) years from
the date of commencement, January 23, 1998.
The Company further agrees to issue to Argent 125,000 (post-split as of
January 30, 1998) shares of common stock in lieu of the fees of $12,500.
If the Company decides to terminate Argent without cause, the Company
shall give 10 days written notice of termination to Argent. If terminated,
Argent shall not be required to perform any additional services as outlined in
this agreement and all shares of common stock issued pursuant to this agreement
shall be earned.
If the company terminates Argent for cause, as defined herein, or if
Argent resigns, a number of shares of common stock issued to Argent shall be
returned to the Company based on a percentage of the number of months remaining
under the agreement bears to twenty-four (24) months (the term of the
agreement).
Cause shall be defined as a violation of any of the rules and
regulations of any commission, exchange or governing body that regulates the
activities of Argent resulting in Argent's being barred from the industry or a
willful or wanton disregard of Argent's obligations under this agreement so as
to constitute gross negligence so as to rise to a breach of fiduciary duty.
The Company represents and warrants that it has provided Argent access
to all information available to the Company concerning its condition, financial
and otherwise, its management, its business and its prospects (the "Disclosure
Documents"). The Company represents that it will continue to provide Argent with
any information or documentation necessary to verify the accuracy of the
information or documentation necessary to verify the accuracy of the information
contained in the Disclosure Documents and will promptly notify Argent upon the
filing of any registration statement or other periodic reporting documents filed
pursuant to the rules and regulations of the Securities Act of 1933 or the
Securities Exchange Act of 1934.
Any dispute, controversy or claim arising between the Company and
Argent arising out of or related to this Agreement or breach thereof, shall be
settled by arbitration, which shall be conducted in accordance with the rules of
the American Arbitration Association then in effect and conducted in the city of
Atlanta, county of Xxxxxx and state of Georgia. Any award made by ;arbitrators
shall be binding and conclusive for all purposes thereof, may include injunctive
relief, as well as orders for specific performance and may be entered as a final
judgment in any court of competent jurisdiction. No arbitration arising out of
or relating to this Agreement shall include, by consolidation or joinder or in
any other manner, parties other than the Company or Argent and other persons
substantially involved in common question of fact or law whose presence is
required if complete relief is to be afforded in arbitration. The cost and
expenses of such
Xx. Xxxx X. Xxxxxx
April 29, 1998
Page 3
arbitration shall be borne in accordance with the determination of the
arbitrators and may include reasonable attorneys' fees. Each party hereby
further agrees that service of process may be made upon it by registered or
certified mail or personal service at the address provided for herein.
The Company further agrees to reimburse Argent for all reasonable out
of pocket expenses to include travel, printing, and mailing cost which Argent
may incur as a result of services which it performs under this Agreement,
provided however, that any particular item of expense in excess of $1,000 shall
require the prior approval of the President of the Company before the expense is
incurred. Argent shall submit expense statements to the Company on a monthly
basis and the Company shall reimburse such expenses promptly thereafter.
The Company agrees to indemnify and hold Argent and its directors,
officers, employees and assigns harmless against any and all losses, claims,
costs, damages or liabilities (including the reasonable fees and expenses of
counsel in connection with investigating, defending or settling any actions or
claim caused by the statements or omissions to state set forth below, to which
any of them may become subject arising in any manner out of or in connection
with the rendering of services by Argent hereunder or otherwise in connection
with this letter agreement, in so far as such losses, claims, costs, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of material fact contained in the
information furnished by the Company to Argent in accordance herewith or any
omission or alleged omission to state therein the material fact required to be
stated therein or necessary to make the statements therein not misleading.
Argent agrees to indemnity and hold the Company and its directors,
officers, employees, agents and assigns harmless to the same extent as the
foregoing indemnity (including the reasonable fees and expenses of counsel) from
the Company to Argent but only with reference to written information furnished
by Argent to the Company concerning itself or its business specifically for use
in the preparation of the documentation contemplated by this letter of
agreement. Promptly after receipt by an indemnified party under this Agreement
of notice of the commencement of any action with respect to which indemnity may
be sought hereunder, the indemnified party shall notify the indemnifying party
in writing and the indemnifying party shall be entitled to assume any defense
thereof with counsel satisfactory to such indemnified party; provided, however,
that if the defendants in any such action include both the indemnified party and
the indemnifying party, and the indemnified party shall have reasonably
concluded that there may be legal defenses available to it and/or other
indemnified parties which are different from or in addition to those available
to the indemnifying party, the indemnified party or parties shall have the right
to select separate counsel to assert such legal defenses and to otherwise
participate in the defense of such action on behalf or such indemnified party or
parties. Upon assumption of the defense of such action by the indemnifying party
in connection with the defense thereof unless (a) the indemnifying party shall
fail to assume the defense and employ counsel, (b) the employment of counsel for
the indemnified party at the expense of the indemnifying party has been
specifically authorized in writing by the indemnifying party, or (c) the
indemnified party shall
Xx. Xxxx X. Xxxxxx
April 29, 1998
Page 4
have employed separate counsel in connection with the assertion of legal
defenses in connection with the proviso to the preceding sentence, it being
understood, however, that the indemnifying party shall not be liable for the
fees and expenses of more than one separate firm of attorneys for the
indemnified parties. Any indemnifying party shall not be liable for any
settlement of any action effected without the written consent of such
indemnifying party.
If the foregoing is in accordance with your understanding, kindly
confirm your acceptance and agreement by signing and returning the enclosed
duplicate of this letter which will thereupon constitute an agreement between
us.
Yours very truly,
ARGENT SECURITIES, INC.
By: /s/ Illegible Signature
-------------------------------
Accepted and Approved this 29th
day of April, 1998.
By: /s/ Illegible Signature
-------------------------------
