EXHIBIT 10.4
THE BOSPHOROUS GROUP, INC.
000 XXXXX XXXXXX XXXXXX, XXXXX 000
XXXXXX XXXX, XXXXXX 00000 XXX
XXXXXXXX@XXXXXXXXXX.XXX
INDEPENDENT CONSULTING AGREEMENT
This Agreement is made this 1st day of August 2002 by and between Centergistic
Solutions, Inc., a California corporation (CSI), and The Bosphorous Group, Inc.,
a Nevada corporation (TBG).
TBG agrees to serve CSI and its owners, shareholders and affiliates, as private
placement and/or investment banking consultants in an effort to assist CSI in
the sale of its business, the private or public placement of bridge financing,
debt, common or preferred stock ("the financing"). Accordingly, the parties
agree as follows:
1. TBG will work closely with CSI executives to provide advisory
consulting services to CSI on a progressive basis for the following
anticipated six phases of the assignment: I. Preparation and Packaging
to create an Investor Information Memorandum and PowerPoint for
preliminary bank selection; II. Bank Introduction Presentations to
obtain indications of funding interest; III. Bank Selection and
Engagement for anticipated public market listing and funding
commitment; IV. Listing Preparation with the bank, including an
analyst's research report and the exchange's admission document; V.
Syndicate Selling with the bank to solicit institutional subscriptions
for the funding through a road show; VI. Listing and Funding of CSI's
shares on a stock exchange with the bank in an IPO or other
transaction.
2. CSI will pay TBG a nonrefundable monthly retainer of US$5,000 for
provision of the above advisory consulting services, commencing on
August 1, 2002 and continuing on the first of each successive month for
an estimated four months thereafter. In addition, CSI shall reimburse
TBG for all reasonable business expenses, providing such expenses are
approved in advance by CSI. CSI shall reimburse TBG within 30 days of
presentation of such expenses.
3. CSI will have the absolute right to accept or reject any offer received
from prospective purchasers, investors, partners, or merger proposals
submitted by TBG. Finders' Fees as defined
INDEPENDENT CONSULTING AGREEMENT, AUGUST 1, 2002 (CONT'D 2 OF 3)
below shall be payable by CSI to TBG only if a transaction initiated by
a party introduced by TBG is consummated.
4. This agreement shall be in effect from the date first written above and
continue thereafter until terminated by either party upon 30 days
written notice.
5. TBG shall use its best efforts to negotiate with prospective
purchasers/investors/partners. CSI will furnish material in the form of
a draft offering document, based on information compiled and supplied
by CSI.
6. During the term of this agreement, and for 24 months thereafter, CSI
agrees to pay TBG a Finders' Fee in cash at the closing of the sale or
financing between CSI and purchasers, investors, lenders and affiliates
introduced to CSI by TBG. The 5% Finders' Fee shall be determined by
multiplying 0.05 times the gross purchase price in the event of the
sale of the CSI business, or times the net proceeds received by CSI
from investors or lenders introduced by TBG. The net proceeds shall be
calculated by deducting the sales commissions and investment banking
fees payable by CSI to such investors or lenders, from the gross
proceeds.
7. During the term of this agreement, and for 24 months thereafter, CSI
agrees to issue to TBG Finders' Fee warrants to purchase common stock
in an amount equal to 5% of the debt, common or preferred stock
purchased as a result of each financing by an investor introduced to
CSI by TBG. Such warrants shall have an exercise term of 5 years from
the date of issuance and shall be exercisable at a price equal to the
price per share determined by the independent appraisal commissioned by
CSI's ESOT dated December 2001.
8. During the negotiations of this agreement, TBG can seek to obtain
interest from potential candidates. CSI agrees not to circumvent TBG by
attempting to contact or deal directly with any parties referred or
introduced by TBG, for a period of 24 months, unless TBG authorizes and
approves such in writing. This agreement is exclusive only for CSI
funding and listings connected to a European-based stock exchange,
including but not limited to LSE's AIM or the EuroNext system. This
agreement is non-exclusive for any other non-European financings
which CSI may pursue independently.
INDEPENDENT CONSULTING AGREEMENT, AUGUST 1, 2002 (CONT'D 3 OF 3)
9. CSI shall indemnify TBG, its officers, directors, employees, and agents
for any liability, claim, or expense, including any reasonable
attorney's fees, arising out of or in connection with this agreement or
the services of TBG hereunder, except to the extent attributed to the
negligence or willful misconduct of TBG.
10. This agreement shall be interpreted under the laws of the State of
California. Any controversy, dispute or claim between the parties
relating to this agreement shall be resolved by binding arbitration in
accordance with the rules of the American Arbitration Association.
11. TBG undertakes no representation, express or implied, that it will
effect the sourcing of investment partners as a result of this
agreement. The duties of TBG shall not include legal and accounting,
which shall be prepared by CSI at its own expense. CSI shall furnish
TBG complete, accurate and historic business information and shall
promptly inform TBG of any changes, which may materially affect its
business or TBG services under this agreement.
12. By signing this agreement, CSI's signing party represents that he has
the unconditional authority of its Board of Directors to enter into
this agreement on behalf of CSI.
13. This is the entire agreement between the parties pertaining to its
subject matter and supersedes all prior agreements, representations,
and undertakings of the parties. No modifications of this agreement
shall be binding unless agreed in writing by the parties.
Please indicate your acceptance of this agreement by executing and returning the
enclosed copy.
CENTERGISTIC SOLUTIONS, INC. THE BOSPHOROUS GROUP, INC.
BY: /s/ Xxxxxxx Xxxxxxxx BY: /s/ Xxxxxx X. XxXxxxx
-------------------------- --------------------------
NAME: Xxxxxxx Xxxxxxxx NAME: Xxxxxx X. XxXxxxx
TITLE: President TITLE: President
DATE: 8/1/02 DATE: 8/1/02
