BTHC XI, Inc. c/o Anchor Funding Services, LLC Charlotte, N.C. 28227
Exhibit
10.5
BTHC
XI, Inc.
c/o
Anchor Funding Services, LLC
0000
X. Xxxxxxxxxx Xxxxxxxxx Xxxxx
Xxxxxxxxx,
X.X. 00000
| Fordham Financial Management, Inc |
January
31, 2007
|
00
Xxxx
Xxxxxx, 00xx Xxxxx
Xxx
Xxxx,
XX 00000
Telephone:
(000) 000-0000
Facsimile:
(000) 000-0000
Gentlemen:
The
following consulting agreement (this “Agreement”) sets forth our understanding
with respect to Fordham Financial Management, Inc., a Colorado corporation
(“Fordham”), providing financial advisory consulting services for BTHC XI, Inc.,
a Delaware corporation (the “Company”). Any capitalized terms used but not
defined herein shall have the meaning given to them in that certain Placement
Agent Agreement entered into between Fordham and the Company dated January
2,
2007.
(a) For
a
period of one (1) year from the closing of our Private Placement Offering,
Fordham will render financial consulting services to the Company as such
services shall be required but in no event shall such services require more
than
one business day per month and such services shall include the
following:
(i) to
advise
and assist in matters pertaining to the financial requirements of the Company
and to assist, as and when required, in formulating plans and methods of
financing; and
(ii) to
assist
in obtaining financial management, and technical and advisory services, and
financial and corporate public relations, as may be requested or
advisable.
(b) All
services required to be performed hereunder shall be requested by the Company
in
writing and upon not less than three business days' notice, unless such notice
is waived by Fordham. Such notice shall be to the address or facsimile number
specified above or to such other place as Fordham shall designate to the Company
in writing.
2. Compensation.
For
Fordham’s services to be performed hereunder, and for Fordham’s continued
availability to perform such services, the Company will pay Fordham at each
Closing, a fee of 1% of the gross proceeds of the Private Placement Offering.
Further, the Company will reimburse Fordham for such reasonable out-of-pocket
expenses as may be incurred by Fordham on the Company’s behalf, but only to the
extent authorized in writing by the Company.
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(a) Fordham
and its “affiliates” (as defined in Rule 144(a) of the Securities Act of 1933,
as amended (the "Securities Act")) recognize and acknowledge that it and its
employees will have access to confidential information and trade secrets of
the
Company, and other entities doing business with the Company relating to
research, development, manufacturing, marketing, financial, employee, salary,
and other business-related activities or may discover, conceive, perfect or
develop, solely or jointly with others, inventions, discoveries, improvements,
know-how, computer programs, patents, patent applications, design patents,
models, prototypes, copyrights and trade secrets or other technical,
manufacturing, marketing, customer, and/or financial data, agreements,
correspondence and information (hereinafter “Confidential Information”). Such
Confidential Information constitutes valuable, special, and unique property
of
the Company, and/or other entities doing business with the Company.
(b) Fordham
and its affiliates will keep such Confidential Information in strict confidence
and will not, during or after the term of its assignment at the Company, make
any use of, or disclose any of such Confidential Information to any person,
firm, corporation, association, or other entity for any reason or purpose
whatsoever, except as is generally available to the public or as specifically
allowed in writing by an authorized representative of the Company.
(c) Fordham
and its affiliates, during or after the term of its assignment at the Company,
agree not to solicit or encourage any employee or consultant of Company to
leave
the employ of or terminate its consulting relationship with the
Company.
(d) Fordham
and its affiliates agree not to make use of or disclose any Confidential
Information, including trade secrets, of any other person or entity in carrying
out Fordham's or its affiliates' assignment for the Company.
(e) In
the
event of a breach or threatened breach by Fordham or its affiliates of the
provisions of this Section
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Company
shall be entitled to an injunction restraining Fordham or its affiliates from
disclosing and/or using, in whole or in part, such Confidential Information.
Nothing herein shall be construed as prohibiting Company from pursuing other
remedies available to Company for such breach or threatened breach, including
the recovery of damages from Fordham and/or its affiliates.
4. Independent
Consultant.
Fordham
is and shall perform this Agreement as an independent consultant, and, as such,
shall have and maintain sole control over its operations and/or services.
Fordham shall not be, represent, act, report to, or be deemed to be the agent,
representative, employee or servant of Company. The amounts payable to Fordham
hereunder are inclusive of any gross receipts, sales or other tax.
5. Assignment.
Fordham
may not assign its rights or delegate its obligations hereunder without the
prior written consent of Company. Company may assign its rights and obligations
hereunder to any of its subsidiaries or affiliates. Company may also assign
its
rights herein to any company that acquires substantially all of the Company’s
business to which this Agreement relates upon prior written notice to Fordham.
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6. Entire
Agreement.
The
foregoing represents the sole and entire agreement between the parties with
respect to the subject matter hereof and supersedes any prior agreements between
the parties with respect thereto. This Agreement may not be modified, renewed,
extended or terminated except by a written instrument signed by a duly
authorized officer or representative of the party against whom enforcement
of
such modification, renewal, extension or termination is sought. This Agreement
shall be governed by and construed in accordance with the internal laws of
the
State of New York, without regard to the principles of conflicts of laws of
such
state.
[Remainder
of Page Intentionally Left Blank]
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Please
signify Fordham's agreement and consent to the foregoing by signing and
returning to the Company the enclosed copy of this Agreement which will
thereupon constitute a binding agreement between Fordham and the
Company.
|
Very
truly yours,
|
||
| BTHC XI, Inc. | ||
| |
|
|
| Date: | By: | /s/ |
|
Xxxx Xxxxxxxxx, |
||
|
President
|
||
Agreed
and Consented to:
FORDHAM
FINANCIAL MANAGEMENT, INC.
BY______________________________
Xxxxxxx
Xxxxxx,
Chief
Executive Officer
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