Exhibit 4.7
[letterhead of Bridgewater Capital Corporation]
FINANCIAL SERVICES AGREEMENT
THIS AGREEMENT is entered into this 22nd day of October, 1996 by and
between BRIDGEWATER CAPITAL CORPORATION (hereinafter "BCC"), a California
corporation and CLASSIC RESTAURANTS INTERNATIONAL, INC. (hereinafter
"Client") a Colorado corporation.
HEREAFTER, the Client and BCC are referred to collectively as "Parties",
and singularly as "Party".
WHEREAS, the Parties desire to set forth the terms and conditions under
which the said services shall be performed.
NOW, THEREFORE, in consideration of the promises of the mutual covenants
herein, the Parties hereto agree as follows:
ARTICLE 1 - SCOPE OF SERVICES
BCC agrees to perform for the Client, beginning immediately on the date
hereof, the financial services described as follows:
(a) BCC will perform investment banking activities including, but not
limited to, assist in locating, analyzing, negotiating, advising on equity
capital, debt financing, bridge loans, merger candidates, acquisition
candidates, divestiture opportunities, spin-off opportunities, strategic
alliances or partnerships, any other opportunities to enhance shareholder
value, advise company on Financial Public Relations firms, services,
techniques, press releases, shareholder letters etc.
(b) BCC will advise Client and perform research on specific investment
opportunities which may come to the attention of BCC or Client and provide
research on general market conditions. Client agrees that BCC will not
advise Client on the appropriateness of an investment, but merely collect,
analyze and summarize data.
(c) BCC will also perform other duties from time to time as requested by
Client, provided that in no event will BCC perform the services of an
investment advisor.
(d) In rendering these services, BCC may develop creative works for
Client, including but not limited to inventions, discoveries, improvements,
developments, processes, drawings, computer software or other work which
may be protectable by copyright, patent or trade secrecy law. BCC agrees
that all such work shall be considered to be "work for hire" and that all
ownership and rights of copyright, patent, or trade secrecy pertaining to
such work shall become the property of the Client. BCC agrees to assign
and does hereby assign all his rights in and to the foregoing, whether or
not patentable or copyrightable, to the Client. BCC agrees that all
information disclosed to it about the Client's products, processes and
services are the sole property of the Client and BCC will not assert any
rights to any confidential or proprietary information or material, nor will
BCC directly or indirectly, except as required in the conduct of their
duties under this Agreement, disseminate or disclose any such confidential
information.
(e) Additional special projects, such as annual reports, quarterly
reports, video presentations, personal presentations, Financial Public
Relations etc. will be performed and billed separately as mutually agreed
upon by both Parties.
ARTICLE II-PERIOD OF PERFORMANCE
The period of performance under this Agreement shall be for a primary six
(6) month term from the date hereof. This Agreement may be terminated
immediately by either Party for cause.
ARTICLE III-CONTRACTUAL RELATIONSHIP
In performing the services under this agreement, BCC shall operate as, and
have the status of, an independent contractor. BCC shall not have
authority to enter into any contract binding the Client, or create any
obligations on the part of the Client, except as shall be specifically
authorized by the Client. The Client and BCC will be mutually responsible
for deterring the means and the methods for performing the services
described in ARTICLE I.
ARTICLE IV-COMPENSATION
As full consideration for the performance of the basic (three part)
services described above, the Client shall pay BCC compensation as follows:
(a) $10,000 per month, due and payable on the monthly anniversary date of
this Agreement starting on the date this Agreement in signed.
ARTICLE V-COMPANY INFORMATION
Since BCC must at all times rely upon the accuracy and completeness of
information supplied to it by the Client's officers, directors, agents, and
employees, the Client agrees to indemnify, hold harmless, and defend BCC,
it's officers, agents or employees at the Clients expense, in any
proceeding or suit which may arise out of and/or due to any inaccuracy or
incompleteness of such material supplied by the Client to BCC.
ARTICLE VI-ASSIGNMENT
The rights and obligations of the Client under this Agreement shall inure
to the benefit and be binding upon the successors and assigns of the
Client. BCC's rights and obligations under this Agreement are personal and
nonassignable.
ARTICLE VII-REPRESENTATIVE AND NOTICES
Notices provided for hereunder shall be in writing and may be served
personally to the Client's representative and BCC's representative at their
respective place of business or may be transmitted by fax.
ARTICLE VII-ARBITRATION/JURISDICTION OF COURT
Any controversy or claim arising out of or relating to this Agreement, or
the breach thereof, shall be settled by arbitration in the County of
Orange, California, U.S.A., in accordance with the rules of the American
Arbitration Association there in effect, except that the Parties thereto
shall have any right to discovery as would be permitted by the Federal
Rules of Civil Procedure and the prevailing Party shall be entitled to
reasonable costs and reasonable attorney's fees from arbitration or any
other civil action. Judgment upon the award rendered therein may be
entered in any Court having jurisdiction thereof. Jurisdiction for any
legal action is stipulated between the Parties to lie in the County of
Orange, California, U.S.A.
ARTICLE IX-MISCELLANEOUS
This Agreement constitutes the entire agreement between the Client and BCC
relating to providing financial services. It supersedes all prior or
contemporaneous communications, representations or agreements, whether oral
or written, with respect to the subject matter hereof and has been induced
by no representations, statements or agreements other than those expressed
herein. No agreements hereafter made between the Parties shall be binding
on either Party unless reduced to writing and signed by an authorized
officer of the Party bound thereby.
This Agreement shall in all respects be interpreted and construed, and the
rights of the Parties hereto shall be governed by the laws of the State of
California, U.S.A.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
executed by their duly authorized officers.
BRIDGEWATER CAPITAL CORP. Classic Restaurants International
\s\Urban Smedeby \s\ Xxxxx X. Xxxx
By: URBAN SMEDEBY By: XXXXX X. XXXX
PRESIDENT PRESIDENT
__________________ 10/29/96
DATE DATE
[letterhead of Bridgewater Capital Corporation]
Mr. Xxx Xxxx
Classic Restaurants International, Inc.
0000 Xxxxxxx Xxxx, Xxxxx 000
Xxxxxxxx XX 00000
Dear Xxx:
Pursuant to our Consulting Services Agreement dated October 22, 1996
and as of March 29, 1997, there is a total amount still due to Bridgewater
Capital Corporation of $50,000.00 (Invoice enclosed for your reference).
Please let this letter serve as our acceptance of your offer to pay
the full amount ($50,000.00) with 65,000 shares of Classic Restaurants
International Inc. free trading shares of common stock as soon as possible
to Xxxxx X. Xxxxxxxx.
If you have any questions regarding this matter, please don't hesitate
to contact me.
Sincerely,
\s\ Xxxx X. Xxxxxxx
Xxxx X. Xxxxxxx
Agreed and accepted this 25th day of March, 1997 by:
\s\ Xxx Xxxx
Xxx Xxxx, President
Classic Restaurants International, Inc.
[letterhead of Bridgewater Capital Corporation]
INVOICE
March 29, 1997
Amount due for monthly services as of
November 29, 1996 $10,000.00
Amount due for monthly services as of
December 29, 1996 $10,000.00
Amount due for monthly services as of
January 29, 1996 $10,000.00
Amount due for monthly services as of
February 29, 1996 $10,000.00
Amount due for monthly services as of
March 29, 1996 $10,000.00
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TOTAL AMOUNT NOW DUE $50,000.00
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This amount is due and payable. Thank you.
