Exhibit 10.1
Consultant Compensation Agreement
[LOGO OMITTED]
M&A Advisor Agreement - 9/02/03
MERGER AND ACQUISITION ADVISOR AGREEMENT
Investment Banking Evaluation Agreement dated as of the 2nd
day of September 2003, by and between Xxx Xxxxx ("XXXXX"),
with an address at 00000 Xxxxxxxx Xxxxxxxxx, 00xx Xxxxx, Xxx
Xxxxxxx, Xxxxxxxxxx 00000 and Interactive Motorsports and
Entertainment Corp. (Stock Symbol: IMTS) the "Company", with
a principal place of business at 0000 Xxxx 00xx Xxxxxx,
Xxxxxxxxxxxx, Xxxxxxx 00000.
W I T N E S S E T H:
- - - - - - - - - -
New York Office
"The Chrysler WHEREAS, the Company desires that XXXXX engage in due
Building" diligence of the Company, subject to the terms and
405 Lexington conditions herein. XXXXX will furnish to Company a four page
Ave. internal analysis "evaluation report" (upon completion of
50th Floor due diligence) which will include a detailed financial
New York analysis of the Company. The evaluation report will also
New York provide a description of the company and industry, including
10174 comparables. The evaluation report will be completed and
212.599.3483 delivered directly to Xxxx Xxxxxxxxx of Interactive
000.000.0000 fax Motorsports and Entertainment Corp. thirty (30) days
from date contract is executed by XXXXX.
Xxxx Xxxxx Office WHEREAS, XXXXX will be introducing the Company to other
186 Industrial corporate entities ("Candidates"), for the purpose of the
Center Dr. Company possibly effecting an acquisition of or other
Xxxx Xxxxx business combination ("Transaction") with the Candidate,
Florida subject to the satisfaction of certain conditions, including
32744 the satisfactory completion of a due diligence review of
anything the Company considers in its sole discretion, to be
888.644.3458 toll reasonably necessary to review in order to make its decision
free to consummate the Transaction, including but not limited to
386.228.0228 the Candidate's books, records, financial statements, assets
386-228.0276 fax and operations.
WHEREAS, XXXXX will be advising the Company and acting as an
Los Angeles Office Intermediary to conduct a transaction or series of
"The Tower" transactions "Debt Financing(s)" where capital in the amount
10940 Wilshire of three hundred thousand dollars ($300,000) to five hundred
Boulevard thousand dollars ($500,000) is raised via any type of bank
16th Floor debt financing, including but not limited to, letters of
Los Angeles credit, standby letters of credit, other third party
California guarantees, or other senior or subordinated bank debt
90024 financing products. It is understood that an extension of
credit to the Company will be secured by the Assets of the
310.407.0100 Company.
310.407.0150
M&A Advisor Agreement - 9/02/03
NOW, THEREFORE, the parties hereto agree as follows:
1. Due Diligence. XXXXX shall engage in due diligence of the
Company, as it deems appropriate. In order for XXXXX to
conduct a thorough financial analysis of the company, the
Company shall provide XXXXX with financial information,
including public filings and historical financial
statements, corporate business plans, sales contracts,
customer acquisitions or lists and letters of intent for
other business activities. To analyze both the current and
historical trading activities of the Company, XXXXX will
need to review Depository Trust Company (DTC) Sheets,
Shareholder Lists, Names of Beneficial Owners (NOBO) lists
and such other information reasonably requested by XXXXX.
2. Term. This Agreement shall be for the period of twelve
(12) months from the date contract is executed by both
parties.
3. Compensation. As compensation to XXXXX for performing due
diligence, Merger and Acquisition Advisory and Intermediary
services for a "debt financing", the Company shall grant to
XXXXX five million options (5,000,000) to purchase common
stock of Interactive Motorsports and Entertainment Corp.
(Stock Symbol: IMTS) at $.10 per share (bid price at the
close of Friday 8-29-2003 was $.11). The Company agrees to
use its best efforts to register the shares underlying this
option on a Form S-8 Registration statement by Friday
9-05-2003. The option will have an expiration date thirty
(30) trading days from the date Form S-8 is filed.
4. Independent Contractors. XXXXX is an independent
contractor and not an agent, servant or employee of the
Company. XXXXX shall have no authority to bind the Company.
5. Confidentiality. XXXXX agrees that it will not at any
time during the term of this Agreement and at any time
thereafter, disclose any confidential knowledge or
information regarding the Company to any persons unless it
receives the written consent of the Company to such
disclosure or the information ceases to be confidential by
reason of (i) its public disclosure by the Company, (ii) its
becoming generally and publicly known, or (iii) its becoming
known to XXXXX through a third party who is not bound by any
Confidentiality Agreement.
6. Non-Disclosure. No person or entity, other than the
Company, shall be entitled to make use of or rely upon the
advice, services or materials rendered or prepared by XXXXX
hereunder and the Company shall not directly or indirectly
disseminate, distribute or otherwise make available any
advice, services or materials prepared by XXXXX without
prior XXXXX consent.
M&A Advisor Agreement - 9/02/03
7. No Liability and Indemnification. With regard to the
services to be performed by XXXXX pursuant to the terms of
this agreement, XXXXX shall not be liable to the Company, or
anyone who may claim any right due to any relationship with
the Company, for any acts, omissions, in the performance of
services on the part of XXXXX or on the part of the agents,
or employees of XXXXX, except when said acts, errors, or
omissions of XXXXX are due to willful misconduct or gross
negligence. The Company shall hold XXXXX free and harmless
from any obligations, costs, claims, judgments, attorney's
fees, and attachments arising from or growing out of the
services rendered to the Company pursuant to the terms of
this agreement or in any way connected with rendering of
services, except when the same shall arise due to the
willful misconduct or gross negligence of XXXXX, and XXXXX
is adjudged to be guilty of willful misconduct or gross
negligence by a court of competent jurisdiction. In such
event, no action shall be entertained by said court or any
court of competent jurisdiction if filed more than one (1)
year subsequent to the date of the cause(s) of action
actually accrued regardless of whether damages were
otherwise as of said time calculable.
In the absence of gross negligence, neither XXXXX nor any
associate, officer, employee, affiliate, director, or
stockholder of XXXXX shall be subject to any liability to
the Company or to any officer, employee, director or
stockholder of the Company, for any act or omission in the
course of, or in connection with, or for any error,
inaccuracy, or omission, material or otherwise, which may
appear in any review document or other information furnished
to or on behalf of the Company.
If for any reason the foregoing indemnification is
unavailable to XXXXX or insufficient to hold it harmless,
then the Company shall contribute to the amount paid or
payable by XXXXX as a result of such loss, claim, damage, or
liability in such proportion as is appropriate to reflect
not only the relative benefits received by the Company, its
shareholders and/or its affiliates on the one hand and XXXXX
on the other but also the relative fault of the Company and
XXXXX, as well as any relevant equitable considerations.
M&A Advisor Agreement - 9/02/03
8. Miscellaneous. This Agreement embodies the entire
agreement and understanding of the parties hereto and
supercedes all prior agreements and understandings, written
or oral, relating to the subject matter hereof, and may not
be modified or amended or any of its terms or provisions
waived or discharged, except in writing, signed by the party
against whom such modification, waiver or discharge is
sought to be enforced.
This Agreement is not assignable without the prior written
consent of the other party. The obligations of XXXXX
hereunder are intended solely for the benefit of the Company
and XXXXX shall not have any obligations hereunder to any
parties other than the Company.
Each of XXXXX and the Company represents that this Agreement
has in all respects been duly authorized, executed and
delivered by and on behalf of itself. The covenants of the
Company contained in the paragraphs under the headings "No
Liability and Indemnification" and "Non-Disclosure" shall
survive expiration of the term. During the term, XXXXX shall
be free to consult and conduct business for and with others,
including competitors of the Company and to engage in
activities similar to those contemplated hereunder whether
for its own account or for the account of others. All rights
and obligations in connection herewith shall be interpreted,
construed and enforced in accordance with and governed by
the applicable laws of the State of California. XXXXX and
the Company consent to the jurisdiction of the Federal and
State courts located in Los Angeles, CA for the commencement
of any action arising out of this Agreement.
M&A Advisor Agreement - 9/02/03
IN WITNESS WHEREOF, the undersigned have executed this
Agreement as of the day and date first above written.
By:
---------------------------------------
Xxx Xxxxx
Interactive Motorsports and Entertainment Corp.
By:
---------------------------------------
Xxxxxxx X. Xxxxxxxxx
Chief Executive Officer
