EXHIBIT 10.10
X.X. XXXXXXXX & CO., INC. LETTERHEAD
August 19, 1996
Xxxx X. Xxxxxx
President
C-Square Ventures, Inc.
000 X.X. 00xx Xxxxxx, Xxxxx 000
Xxxx Xxxxx, XX. 00000-0000
Dear Xx. Xxxxxx:
THIS AGREEMENT (the "Agreement") is made as of August 19, 1996 between C-SQUARE
Ventures, Inc. ("C-SQUARE") and X.X. Xxxxxxxx & Co., Inc. ("XXXXXXXX").
In consideration of the mutual covenants contained herein and intending to be
legally bound hereby, the parties hereto agree as follows:
XXXXXXXX and C-SQUARE agree that XXXXXXXX will perform investment banking
services on the terms set forth below for a period of three years from the date
hereof. These services will be performed on a best efforts basis and will
include, without limitation, assistance in mergers, acquisitions, and internal
capital structuring and the placement of new debt and equity issues, all with
the objective of accomplishing C-SQUARE's business and financial goals. In each
instance, XXXXXXXX shall endeavor to assist, subject to market conditions, in
identifying corporate candidates and sources of private and institutional funds;
providing planning, structuring, strategic and other advisory services; and
assisting in negotiations on behalf of C-SQUARE. In each case, XXXXXXXX will
provide such services, and only such services, as C-SQUARE and XXXXXXXX mutually
agree. XXXXXXXX agrees to exert its best efforts to accomplish the goals
established by XXXXXXXX and C-SQUARE. XXXXXXXX and C-SQUARE shall comply with
all applicable laws including, without limitation, those of the National
Association of Securities Dealers, Inc., and the Securities and Exchange
Commission, in connection with the performance of this Agreement.
In exchange for and in consideration of the services to be rendered by XXXXXXXX
as aforesaid, C-SQUARE will grant to XXXXXXXX a total of 150,000 shares of
common Treasury stock with piggyback demand registration rights which XXXXXXXX
will pay for. If the Company should at any time or from time to time hereafter
issue any shares of Common Stock in connection with a stock split or a
recapitalization or as a dividend, then forth with upon such issue XXXXXXXX'x
shares shall also be adjusted.
We will receive a non-accountable expense allowance of $3,500.00 upon the
signing of this agreement for due diligence and general corporate expenses.
XXXXXXXX shall be entitled to additional commissions arising out of any
transactions that are proposed or executed by us during the term of this
Agreement and to the extent that they are normal and ordinary for such
transactions. In addition, XXXXXXXX will be reimbursed for any reasonable out of
pocket expenses that it may incur in connection with its services on behalf of
the Company that is approved in advance by its Chief Financial Officer.
C-SQUARE agrees to indemnify and hold XXXXXXXX and its associates harmless from
and against all losses, claims, damages, liabilities, costs or expenses arising
out of XXXXXXXX entering into or performing services under this Agreement.
This Agreement shall be construed and enforced according to the laws of the
State of New Jersey and shall be binding upon each of the parties hereto and
their respective successors, assigns and designees; provided, however, that no
party hereto shall assign its rights or delegate its duties hereunder without
the prior written consent of the other party.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
X.X. XXXXXXXX & CO., INC. C-SQUARE VENTURES, INC.
s/Xxxxxxx Xxxxxxxxx s/Xxxx X. Xxxxxx
Xxxxxxx Xxxxxxxxx Xxxx X. Xxxxxx
President President
8/20/96
