ENGAGEMENT AGREEMENT
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THIS AGREEMENT is made this 21st day of April 2000 by and between US Cancer
Care, Inc. a Delaware Corporation (hereinafter referred to as "Company") and
Continuum Capital Partners, Inc. ("Consultant").
WHEREAS, Company desires to retain Consultant and has offered to retain
Consultant so that Consultant may render Investment Banking consulting and
advisory services to Company upon the terms and conditions hereinafter set
forth; and
WHEREAS, Consultant desires to accept such engagement, upon the terms and
conditions hereinafter set forth.
NOW THEREFORE, in consideration of the promises and mutual agreements
hereinafter set forth, the parties agree as follows:
1. INVESTMENT BANKING CONSULTING SERVICES - DUTIES
Company hereby engages Consultant and Consultant hereby accepts such
engagement from Company to serve as a general advisor and Investment Banking
consultant to executive management of Company on matters pertaining to the
business of Company referred by Company to Consultant and to render such
additional services as are relevant and pertinent thereto but only within the
scope set forth below:
The parties agree that Consultant will render the following services:
A. Assist Company and its executive management in general corporate
development of and financial planning, including but not limited to, the
structuring and presentation of business opportunities for consideration by
Company. Consultant will also act as an interface with securities brokerage
firms and other like institutions as well as with legal and accounting
professionals;
B. Use principal consultant, Xxxxxx XxXxxx, to administer the foregoing
activities; and
C. Assist in structuring and/or assist in securing additional debt
and/or equity capital pursuant to a private offering of the Company's
securities;
D. Advise and monitor the public and financial relations functions of
Company as it is related to Company's attempt to obtain higher public market
capitalization and a more numerous shareholder base;
E. Assist Company in securing the services of brokerage firms to handle
the syndicate management of a private offering of the Company's securities.
F. Consultant shall devote its best efforts and such time as Consultant
deems appropriate to perform its duties hereunder so as to advance the interest
of Company.
G. Assist Company in securing, structuring, and closing mergers and
acquisitions.
H. Assist Company in securing securities firm sponsored research
coverage.
I. Assist Company in market making services.
J. Assist and advise the Company in the execution of a reverse merger
transaction.
K. A public offering of the Company's securities pursuant to a
registration statement under the Securities Act of 1933 would be subject to a
separate agreement.
2. TERM
The term of this engagement shall be for a minimum period of twelve (12)
months from the date first above and continue month to month thereafter until
terminated by either party.
3. COMPENSATION
A. Minimum Monthly Retainer
Company shall pay to Consultant the sum of $8,000 per month as retainer for
Consultant's services (the "Monthly Retainer"). The Monthly Retainer is due and
payable on the 1st of every month thereafter for the duration of this agreement.
The Monthly Retainer shall commence on initial funding.
B. Additional Consulting Fees
In addition to the Monthly Retainer, the following sums shall be paid to
Consultant during the Course of Consultant's engagement:
i. Ten percent (10%) of the gross funds raised by Consultant for the
Company as a result of private equity or debt capital or its equivalent pursuant
to Regulation D, Rule 505 and/or 506. In addition, Company shall pay to
Consultant warrants in an amount equal to ten percent (10%) of the total shares
issued in the offering at the offering price. Each warrant shall have a three
(3) year duration and shall be granted piggyback registration rights.
ii. Two percent (2%) of the gross loans or debt proceeds of
Company's general corporate debt, limited to any financing initiated by
Consultant;
iii. Upon any acquisition, merger or new business completed with or
otherwise introduced by Consultant for the Company, the following shall be paid
based upon the gross consideration paid or exchanges;
(a) Five percent (5%) of the first $2,000,000
(b) Four percent (4%) of the second $2,000,000
(c) Three percent (3%) of the third $2,000,000
(d) Two percent (2%) thereafter, and
iv. Upon the completion of a reverse merger between company and an
acceptable public shell company, Consultant shall be granted 330,000 restricted
common shares with piggy back registration rights.
4. EXPENSES
In addition to the Monthly Retainer and the other fees set forth above,
Company is responsible to pay Consultant's expenses incurred on Company's
behalf, including but not limited to telephone charges, postage, printing,
travel, entertainment, facsimile charges, Federal Express charges, or any other
charges attributable to Consultant's work on behalf of the Company. Consultant
will xxxx Company for these expenses by the fifth day of every month. Any single
expense in excess of $250.00 shall have prior approval of Company. Company
hereby agrees to reimburse Consultant within fifteen (15) days of receipt of
said statement.
5. EXCLUSIVE ENGAGEMENT
Company agrees that its engagement of Consultant is exclusive in nature as
to Company but not as to Consultant for a period of 45 days from the date above.
Effective upon the initial funding, the engagement of Consultant shall become
exclusive for the duration of this agreement.
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6. TERMINATION
The term of the agreement shall be for a minimum period of twelve months as
set forth in Paragraph 2 above. Either party may terminate after the initial
term by notifying the other in writing at the address set forth below.
In the event either party shall elect to terminate this Agreement for any
reason whatsoever, and, during the next immediate twenty four (24) month period
Company participates directly or indirectly in: (i) any activity of raising
equity capital or its equivalent; (ii) increasing corporate debt; (iii)
participating in a merger, acquisition or acquiring a new business; or (iv)
being involved in a public offering, any or all of which Consultant initiated or
introduced during the initial contract period, that Consultant shall be entitled
to receive the additional consulting fees outlined in paragraph 3(B) above in a
lump sum due in full immediately.
Consultant's right to, and Company's obligation of, payment under this
paragraph shall survive the termination of this Agreement.
7. NOTICES
All notices hereunder shall be in writing and shall be deemed to have been
given at the time when mailed in any general or branch of the United States Post
Office enclosed in a registered or certified postage pre-paid envelope, return
receipt requested, addressed to the address of the respective parties as stated
below, or to such address as such party may have fixed by notice as aforesaid:
If to Company:
U.S. Cancer Care, Inc.
000 Xxxxxxx Xxxxxx Xxxx, Xxxxx 000
Xxxxxx Xxxxx, XX 00000
If to Consultant:
Continuum Capital Partners, Inc.
12I47 Xxxxxxxx Xxxxxxx
Xxxxxxx Xxxxx, XX 00000
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8. WAIVER
Failure to insist upon strict compliance with any of the terms, covenants,
or conditions hereof shall not be deemed a waiver of such term, covenant, or
condition, nor shall any waiver or relinquishment of any right of power
hereunder at any one time or more times be deemed a waiver or relinquishment of
such right or power at any other time or times.
9. SEVERABILITY
The invalidity of unenforceability of any term or provision, or any clause
or portion thereof, of This Agreement, shall in no way impair or affect the
validity or enforceability of any other provision of this Agreement, all of the
same which shall remain in full force and effect in accordance with the terms
hereof.
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IN WITNESS WHEREOF, the parties have lent their hand and seal this 21st day
of April 2000.
Continuum Capital Partners, Inc.
/s/ Xxxxx X. Xxxxxxx By /s/ Xxxxxx XxXxxx
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Witness Xxxxxx XxXxxx
Managing Partner
Xxxxx X. Xxxxxxx
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Printed Name of Witness
U.S. Cancer Care, Inc.
/s/ Xxxx XxXxxxx By /s/ W. Xxxxx Xxxxx
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Witness W. Xxxxx Xxxxx
CEO
Xxxx XxXxxxx By /s/ Xxxxxxx X. Xxxxxxx
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Printed Name of Witness Xxxxxxx X. Xxxxxxx
Vice Chairman
