EXHIBIT 10.4
JOINT VENTURE AGREEMENT
THIS JOINT VENTURE AGREEMENT (the "Agreement"), made and entered into as of this
1st day of July, 2001, by and between Wien Group, Inc., A New York corporation
located at 000 Xxxxxxxxxx Xxxx., Xxxxxx Xxxx, XX 00000 (hereinafter "Wien") and
United Institutional Investments, Inc., a Delaware corporation located at 00
Xxxxxxx Xxxxxx, Xxxxxxxx, XX 00000 (hereinafter "United"). This Agreement
supercedes all previous agreements and contracts between the parties.
ARTICLE I
GENERAL PROVISIONS
1.01 Business Purpose. The business of the Joint Venture shall be as follows:
To provide merchant services to small and emerging growth companies. These
services include corporate finance, merger and acquisition advisory services,
consulting on overall corporate strategy, facilitating asset-based and
structured lending.
1.02 Term of the Agreement. This Joint Venture shall commence on the date first
above written and shall continue in existence until terminated, liquidated, or
dissolved by law or as hereinafter provided.
ARTICLE II
GENERAL DEFINITIONS
The following comprise the general definitions of terms utilized in this
Agreement:
2.01 Affiliate. An Affiliate of an entity is a person that, directly or
indirectly through one or more intermediaries, controls, is controlled by or is
under common control of such entity.
2.02 Capital Contribution(s). The capital contribution to the Joint Venture
actually made by the parties, including property, cash and any additional
capital contributions made.
2.03 Profits and Losses. Any income or loss of the Partnership for federal
income tax purposes determined by the Partnership's fiscal year, including,
without limitation, each item of Partnership income, gain, loss or deduction.
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ARTICLE III
OBLIGATIONS OF THE JOINT VENTURERS
Xxxx X. Xxxxxx, President of United Institutional Investments, Inc. and Xxxxxxx
Xxxx, President of Wien Group, Inc. are responsible for all operations and
decisions of the Joint Venture and will be compensated for providing various
services.
ARTICLE IV
ALLOCATIONS & COMPENSATION
4.01 Profits and Losses. Commencing on the date hereof and ending on the
termination of the business of the Joint Venture, all profits, losses and other
allocations to the Joint Venture shall be allocated as follows at the conclusion
of each fiscal year:
Wien Group, Inc. - 50%
United Institutional Investments, Inc. - 50%
4.02 Compensation shall be pursuant to individual agreements or contracts with
clients. They shall contain compensation as follows:
1. Advisory and/or consulting fees paid in either cash and/or in freely
tradable or restricted stock.
2. Referral commissions and financing fees shall be paid in either cash and/or
in freely tradable or restricted stock for M&A and corporate finance
services.
ARTICLE V
RIGHTS AND DUTIES OF THE JOINT VENTURERS
5.01 Business of the Joint Venture. Wien Group, Inc. shall have full, exclusive
and complete authority and discretion in the management and control of the
business of the Joint Venture for the purposes herein stated and shall make all
decisions affecting the business of the Joint Venture. At such, any action taken
shall constitute the act of, and serve to bind, the Joint Venture. Wien Group,
Inc. shall manage and control the affairs of the Joint Venture to the best of
its ability and shall use its best efforts to carry out the business of the
Joint Venture.
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ARTICLE VI
AGREEMENTS WITH THIRD PARTIES AND WITH AFFILIATES OF THE
JOINT VENTURERS
6.01 Validity of Transactions. Affiliates of the parties to this Agreement may
be engaged to perform services for the Joint Venture. The validity of any
transaction, agreement of payment involving the Joint Venture and any Affiliates
of the parties to this Agreement otherwise permitted by the terms of this
Agreement shall not be affected by reason of the relationship between them and
such Affiliates or the approval of said transactions, agreement or payment.
6.02 Other Business of the Parties to this Agreement. The parties to this
Agreement and their respective Affiliates may have interests in businesses other
than the Joint Venture business. The Joint Venture shall not have the right to
the income or proceeds derived from such other business interests and, even if
they are competitive with the Partnership business, such business interests
shall not be deemed wrongful or improper.
ARTICLE VII
PAYMENT OF EXPENSES
All expenses of the Joint Venture shall be borne and shared equally by the
parties.
ARTICLE VIII
INDEMNIFICATION OF THE JOINT VENTURERS
The parties to this Agreement shall have no liability to the other for any loss
suffered which arises out of any action or inaction if, in good faith, it is
determined that such course of conduct was in the best interests of the Joint
Venture and such course of conduct did not constitute negligence or misconduct.
The parties to this Agreement shall each be indemnified by the other against
losses, judgments, liabilities, expenses and amounts paid in settlement of any
claims sustained by it in connection with the Joint Venture.
ARTICLE IX
DISSOLUTION
9.01 Events of the Joint Venturers. The Joint Venture shall be dissolved upon
the happening of any of the following events:
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(a) The adjudication of bankruptcy, filing of a petition pursuant to a Chapter
of the Federal Bankruptcy Act, withdrawal, removal or insolvency of either of
the parties.
(b) The sale or other disposition, not including an exchange of all, or
substantially all, of the Joint Venture assets.
(c) Mutual agreement of the parties.
ARTICLE X
MISCELLANEOUS PROVISIONS
10.01 Books and Records. The Joint Venture shall keep adequate books and records
at its place of business, setting forth a true and accurate account of all
business transactions arising out of and in connection with the conduct of the
Joint Venture.
10.02 Validity. In the event that any provision of this Agreement shall be held
to be invalid, the same shall not affect in any respect whatsoever the validity
of the remainder of this Agreement.
10.03 Integrated Agreement. This Agreement constitutes the entire understanding
and agreement among the parties hereto with respect to the subject matter
hereof, and there are no agreements, understandings, restrictions or warranties
among the parties other than those set forth herein provided for.
10.04 Headings. The headings, titles and subtitles used in this Agreement are
for ease of reference only and shall not control or affect the meaning or
construction of any provision hereof.
10.05 Notices. Except as may be otherwise specifically provided in this
Agreement, all notices required or permitted hereunder shall be in writing and
shall be deemed to be delivered when deposited in the United States mail,
postage prepaid, certified or registered mail, return receipt requested,
addressed to the parties at their respective addresses set forth in this
Agreement or at such other addresses as may be subsequently specified by written
notice.
10.06 Applicable Law and Venue. This Agreement shall be construed and enforced
under the laws of the State of New Jersey.
10.07 Other Instruments. The parties hereto covenant and agree that they will
execute each such other and further instruments and documents as are or may
become reasonably necessary or convenient to effectuate and carry out the
purposes of this Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written. Signed, sealed and delivered in the presence
of
Accepted & Agreed,
UNITED INSTITUTIONAL
WIEN GROUP, INC. INVESTMENTS, INC
/s/ Xxxxxxx Xxxx /s/ Xxxx X. Xxxxxx
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By: Xxxxxxx Xxxx By: Xxxx X. Xxxxxx
President President
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