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Exhibit 10.9
FINANCIAL CONSULTING AGREEMENT
__________ ___, 1997
Russian Wireless Telephone Company, Inc.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxx, President
Gentlemen:
This will confirm the arrangements, terms and conditions pursuant to which
X.X. Xxxxxxx & Co., Inc. (the "Consultant") has been retained to serve as a
consultant and advisor to Russian Wireless Telephone Company, Inc., a Delaware
corporation (the "Company"), on a non-exclusive basis for the term set forth in
Section 2 below. The undersigned hereby agrees to the following terms and
conditions:
1. Duties of Consultant.
(a) Consulting Services. Consultant will provide such financial consulting
services and advice pertaining to the Company's business affairs as the Company
may from time to time reasonably request. Without limiting the generality of the
foregoing, Consultant will assist the Company in developing, studying and
evaluating financing, merger and acquisition proposals, prepare reports and
studies thereon when advisable, and assist in negotiations and discussions
pertaining thereto.
(b) Financing. Consultant will assist and represent the Company in
obtaining both short and long-term financing, when so requested by the Company.
The Consultant will be entitled to additional compensation under such terms as
may be agreed to by the parties.
(c) Wall Street Liaison. Consultant will, when appropriate, arrange
meetings between representatives of the Company and individuals and financial
institutions in the investment community, such as security analysts, portfolio
managers and market makers.
The services described in this Section 1 shall be rendered by Consultant
without any direct supervision by the Company and at such time and place and in
such manner (whether by conference, telephone, letter or otherwise) as
Consultant may determine.
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2. Term.
This Agreement shall continue for a period of thirty-six months from the
date hereof (the "Term").
3. Compensation.
(a) As compensation for Consultant's services hereunder, the Company shall
pay to Consultant the sum of $187,340, representing 2% of the net proceeds
received by the Company from the sale of the Common Stock and Warrants sold by
the Company in the public offering of its securities pursuant to an SB-2
Registration Statement (File No. 333-24177) which was declared effective by the
Securities and Exchange Commission on , 1997. In addition, the Company shall pay
to Consultant a sum equal to 2% of the net proceeds from the sale of Common
Stock and Warrants sold by the Company to the extent the Underwriters'
over-allotment option is exercised. Consultant's fee shall be due and payable on
the Closing Date and Option Closing Date, as the case may be.
4. Relationship. Nothing herein shall constitute Consultant as an employee or
agent of the Company, except to such extent as might hereinafter be agreed upon
for a particular purpose. Except as might hereinafter be expressly agreed,
Consultant shall not have the authority to obligate or commit the Company in any
manner whatsoever.
5. Confidentiality. Except in the course of the performance of its duties
hereunder, Consultant agrees that it shall not disclose any trade secrets,
know-how, or other proprietary information not in the public domain learned as a
result of this Agreement unless and until such information becomes generally
known.
6. Assignment and Termination. This Agreement shall not be assignable by any
party except to successors to all or substantially all of the business of either
party for any reason whatsoever without the prior written consent of the other
party, which consent may be arbitrarily withheld by the party whose consent is
required.
Very truly yours,
X.X. Xxxxxxx & Co., Inc.
By:__________________________
Xxxx Xxxxxxxxxxx
AGREED AND ACCEPTED:
Russian Wireless Telephone
Company, Inc.
By:__________________________
Xxxxxx X. Xxxxxx, President
