EXHIBIT 10.15
Financial Advisory and Consulting Agreement
This Financial Advisory and Consulting Agreement (Agreement) is entered
into on this the 26th day of January, 2004, by and between North American
Technologies Group Incorporated (the COMPANY) and Slash Pine Ventures, LLC (the
ADVISOR), X.X. Xxx 0000, Xxx Xxxxxxxxx, XX 00000.
Whereas, ADVISOR provides its clients with financial advisory, accounting,
regulatory, tax and investor services; and
Whereas, the COMPANY desires to have access to financial, accounting, tax
and investor expertise to conduct its operations; and
Whereas, ADVISOR seeks to provide such services to the COMPANY, and the
COMPANY desires to engage the ADVISOR;
Now, Therefore, in consideration of the terms and conditions herein and
other valuable consideration, the receipt, adequacy and sufficiency of which the
parties acknowledge, the parties agree to the following terms and conditions:
1. Appointment. The COMPANY hereby appoints ADVISOR as a financial
advisor and hereby retains ADVISOR on the terms and conditions of
this Agreement. ADVISOR accepts such appointment and agrees to
provide Xxxx X. Xxxxxxx to perform the services identified below.
2. Term. The term of this Agreement shall begin on the date hereof
and shall continue for four months and on a month-to-month basis
until terminated by either party at any time upon written notice
to the other party. ADVISOR shall be accorded a "Tail Period" of
12 months from the date of termination for any and all parties
introduced by the ADVISOR of which the compensation agreed herein
shall apply.
3. Time and Services Performed by ADVISOR. ADVISOR shall perform the
following on behalf of the COMPANY (see Exhibit A for specific
activities);
a. ADVISOR shall commit a minimum of 100 hours per month.
b. ADVISOR shall act in a CFO role providing financial,
management, regulatory and accounting/tax advisory services
to the COMPANY, including advice regarding accounting and
tax matters, assistance with quarterly and annual reporting,
business development and other regulatory (Sarbanes Oxley)
and financial matters.
c. ADVISOR shall provide at the request of the COMPANY,
management advisory services, including acting in a
management role on behalf of the COMPANY and assisting with
investor relations and mergers and acquisitions.
d. ADVISOR shall work closely with the Chairman of the
COMPANY's audit committee and outside audit firm.
4. Fees and Expenses. Compensation for services performed shall be
paid under the following terms and conditions;
a. A consulting fee of $100 per hour payable in one $5,000
payment at the beginning of each month with the balance
payable at the end of each month. In addition, ADVISOR shall
receive $30,000 in cash should a registration statement be
approved by the appropriate regulatory authorities.
b. Out-of-pocket expenses associated with ADVISOR activities
and pre-approved by the COMPANY are payable upon providing
an accounting of such expenses.
c. A finders fee for any debt/equity capital raised, merger or
acquisition completed or business developed by ADVISOR
during the term of this Agreement as outlined in Exhibit B.
The finders fee is based on and due upon successful closing
of a financing.
5. Obligations of the COMPANY. The COMPANY agrees to the following
obligations with respect to the ADVISOR;
a. The COMPANY shall provide to ADVISOR on a timely basis,
relevant and timely information and other business documents
necessary for ADVISOR to perform the duties contemplated in
3. above.
b. The COMPANY shall reimburse the ADVISOR for any legal fees
incurred as a result of any legal action for which ADVISOR
becomes involved in any capacity as a result of data or
actions associated with the COMPANY. ADVISOR shall be added
to the COMPANY director and officer liability insurance
policy.
6. Representations of ADVISOR. ADVISOR represents the following;
a. It has full legal authority to perform the services as
required by this Agreement.
b. It agrees to indemnify and hold the COMPANY harmless from
and against any and all losses and claims arising from any
violations by ADVISOR of any federal or state securities
laws.
c. ADVISOR is an independent contractor as commonly understood
by IRS guidelines (Federal TIN: 00-0000000).
7. Relationship of Parties. ADVISOR is an independent contractor
responsible for compensation of its agents and representatives.
This Agreement does not establish a partnership, joint venture or
other business entity.
8. Non-Disclosure of Confidential Information. ADVISOR acknowledges
that it is the policy of the COMPANY to maintain as secret and
confidential all valuable information heretofore and hereinafter
acquired, developed or used by the COMPANY in relation to its
business, operations, employees and customers which may give the
COMPANY a competitive advantage in its industry. ADVISOR
recognizes that all such Confidential Information is the property
of the
COMPANY. ADVISOR agrees that it will not disseminate or otherwise
disclose any Confidential Information without prior written
consent from the COMPANY, unless or until such information is made
available to the public or is not otherwise secret or
confidential. ADVISOR is obligated to adhere to disclosure rules
under applicable SEC regulations.
9. Compliance and Governing Law. ADVISOR, together with its agents
and associates, shall take all necessary, appropriate and
reasonable steps to provide the services in accordance with both
the securities laws of the United States and appropriate state
laws, pursuant to the rules and regulations promulgated
thereunder. The terms and provisions of this Agreement shall be
governed by and construed under the laws of the state of Texas.
Any action or proceeding brought by either party relating in any
way to this Agreement shall be brought exclusively in the state
and federal courts located in Houston, Texas, and the parties
hereto consent to the exclusive jurisdiction of such courts in
respect of such action or proceeding.
10. No Other Agreements. This Agreement supersedes all previous
written and verbal agreements. Any modification of this Agreement
must be in writing and signed by both ADVISOR and the COMPANY. If
any provision is held unenforceable, then only tat provision shall
be deleted from this Agreement. ADVISOR has not promised or
guaranteed any financing will be available to the COMPANY at terms
acceptable to the COMPANY.
11. Advertisements. COMPANY acknowledges that upon successful funding
events, ADVISOR may advertise and report such activities in
accordance with applicable laws and regulations.
In Witness Whereof, the parties hereto agree to the above as of the date and
year first above written.
Slash Pine Ventures, LLC
By: /s/ Xxxx X. Xxxxxxx
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Its: President
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North American Technologies Incorporated
By: Xxxxx X. Xxxxxx
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Its: CEO
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EXHIBIT A
Financial, Management and Regulatory Activities
1. Year-end audit and Form 10-K filed by March 15, 2004.
2. Proxy Statement and Annual Report for Annual Meeting.
3. Quarter-end Form 10-Q for March 31, June 30 and September 30, 2004,
respective earnings releases and Form 8-Ks.
4. Proxy and registration statement for acquisition.
5. Due diligence for acquisition.
6. Raising capital.
7. Sarbanes Oxley documentation.
8. Cleanup stockholder files and develop investor relations package.
9. Manage Transfer Agent relationship.
10. Manage accounts receivable.
11. Manage debt and banking relationships.
12. Locate, equip and move into a new corporate office.
13. Update and maintain network and accounting systems.
14. Assist in development market for non-spec crossties.
15. Assist in developing marketing tools (brochures, exec sums, etc).
16. Manage human resource activities (payroll, benefits, taxes, etc).
17. Manage option and other benefit plans.
18. Review expense line items and identify savings.
19. Resolve investor issues.
EXHIBIT B
Fee Schedule
I. Finders Fee for Successful Debt or Equity Placement: ADVISOR will only
pursue debt or equity placements as directed by the COMPANY (will not
include exercising options, warrants. Debt and equity conversions or
implementing agreements wit Xxxx Xxxxxxx).
Amount Fee
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From $50,000 to $499,999 3.00%
From $500,000 to $999,999 2.00%
From $1,000,000 and above 1.50%
II. Finders Fee for Successful Merger or Acquisition: Does not include
activities underway prior to the date of this Agreement.
Value Fee
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From $0 to $999,999 2.00%
From $1,000,000 to $2,499,999 1.50%
From $2,500,000 and above 1.00%
III. Finders Fee for Successful Strategic or Joint Venture Partner
Agreement: Does not include activities underway prior to the date of
this Agreement.
Value Fee
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From $0 to $2,999,999 in estimated future value 1.00%
From $3,000,000 to $4,999,999 in estimated future value 0.75%
From $5,000,000 and above in estimated future value 0.50%
