Exhibit 10.11 FINANCIAL ADVISORY AGREEMENT, DATED FEBRUARY 8, 1999, BETWEEN
COMTREX SYSTEMS CORPORATION AND XXXXX X. XXXX
FINANCIAL ADVISORY AGREEMENT
AGREEMENT made as of this 8th of February, 1999, by and between Comtrex
Systems Corporation (the "Company") and Xxxxx X. Xxxx (the"Consultant").
WHEREAS, the Consultant is engaged in the business of providing
financial consulting and business advisory services; and
WHEREAS, the Company desires to engage the Consultant as a financial
advisor and to provide investment banking services for the period set forth
herein and the Consultant desire to perform such services for the Company upon
the terms and conditions set forth herein;
NOW THEREFORE, in consideration of the foregoing and of the covenants
and conditions contained herein, the parties hereby agree as follows:
1. Engagement. The Company hereby engages the Consultant to provide
financial consulting and business advisory services hereinafter described, and
the Consultant hereby accept such engagement, both upon the terms and conditions
hereinafter set forth.
2. Term. The term of this Agreement shall commence on the execution of
this Agreement and shall continue for a two year period. Nothing contained
herein shall relieve the Company from liability for approved expenses incurred
by the Consultant hereunder.
3. Duties. During the term of its engagement hereunder, the Consultant
shall, as described below, serve and advise the Company in connection with the
Company's general financial and operational needs, the market for its
securities, potential mergers and acquisitions and other areas in which the
Consultant's expertise will be beneficial to the Company. The Consultant shall
review the Company's present operations and plans, its status in the financial
community and the nature and extent of the market for its currently traded
securities.
4. Compensation. For their services hereunder and in consideration of
the payment of $100, and for other good and valuable consideration, the receipt
of which is hereby acknowledged, the Company shall grant to the Consultant (i)
two year warrants to purchase an aggregate 40,000 shares of the Company's Common
Stock exercisable at $1.00 per share, (ii) three year warrants to purchase an
aggregate 40,000 shares of the Company's Common Stock exercisable at $1.50 per
share, and (iii) three year warrants to purchase an aggregate 40,000 shares of
the Company's Common Stock exercisable at $3.00 per share. All of the foregoing
warrants shall be immediately exercisable.
5. Expenses. The Company shall pay or reimburse the Consultant for all
reasonable expenses paid or incurred by the Consultant in connection with the
performance of its duties hereunder upon proper presentation of expense
statements, receipts or vouchers. Not in limitation of the above, the Consultant
shall be reimbursed for all extraordinary expenses incurred on behalf of the
Company, and at the Company's request, including airfare and other travel
expenses, printing, accounting and/or legal expenses. Any expenses in excess of
$500, in the aggregate during a one month period, shall be pre-approved in
writing by the Company.
53
6. Confidentiality. The Consultant shall not, during or after the term
of this Agreement, utilize for itself or disclose to any other person or entity
any confidential information of the Company for any reason or purpose
whatsoever, except as required in the performance of its duties hereunder, and
as approved in writing by the Company.
7. Independent Contractor. The Consultant is engaged by the Company
only for the purpose and to the extent required in this Agreement, and the
Consultant's relationship to the Company shall, during the period of this
Agreement, be that of an independent contractor.
8. Indemnification. In consideration of Consultant' services provided
hereunder, the Company agrees to indemnify and hold harmless Consultant against
all claims, liabilities or expenses arising out of its performance hereunder,
unless Consultant's conduct has been found to constitute gross negligence or
willful misconduct in a final judgment by a court of competent jurisdiction.
This indemnification, however, shall not relate to any acts of the Consultant
which have not been authorized by the Company.
9. Notices. All notices, demands, payments and other communications
required or permitted to be given hereunder shall be in writing and shall be
deemed to have been given if hand delivered or mailed by registered or certified
mail, return receipt requested:
To Consultant: Xxxxx X. Xxxx
000 Xxxxx Xxxxx Xxxx
Xx. Xxxxxxxxxx, XX 00000-0000
To the Company: Comtrex Systems Corporation
000 Xxxxxxxxx Xxxxx
Xxxxx 0
Xxxxxxxxxx, XX 00000-0000
Attn. Xxxxxxx X. Xxxx, President and CEO
10. Miscellaneous.
a. This Agreement constitutes the entire Agreement between the parties
concerning the subject matter hereof and supersedes all prior and
contemporaneous agreements, representations and understandings of the parties.
No supplement, modification, or amendment of this Agreement shall be binding
unless executed in writing by both parties.
b. This Agreement shall be governed under and construed in accordance
with the laws of the State of New Jersey. Section headings are inserted for
convenience only and shall not affect the interpretation of this Agreement.
c. Neither party may assign this Agreement without the prior written
consent of the other party.
54
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
COMTREX SYSTEMS CORPORATION
By: /s/_______________________
Xxxxxxx X. Xxxx
President and CEO
CONSULTANT
/s/_______________________
Xxxxx X. Xxxx
55
