EXHIBIT 6.2
NATIONAL CAPITAL MERCHANT GROUP, LTD.
XXXXX 00, XXXXXXXXX XXXXX
XXXXXXX XXXXXX - P.O. BOX N-7521
XXXXXX, BAHAMAS
INVESTMENT BANKING SERVICES AGREEMENT
This Financial Consultant Services Agreement (the "Agreement") is
entered this 30th day of June, 1999 by and between NATIONAL CAPITAL MERCHANT
GROUP, LTD. ("Consultant"), a Bahamian Corporation, and Nurescell, Inc.
(NUSL) OTC:BB ("Client"), a Nevada corporation, with reference to the
following:
RECITALS
A. The Client desires to be assured of the association and services of
the Consultant in order to avail itself of the Consultant's experience,
skills, abilities, knowledge, and background to facilitate long range
strategic planning, and to advise the Client in business and/or financial
matters and is therefore willing to engage the Consultant upon the terms and
conditions set forth herein.
B. The Consultant agrees to be engaged and retained by the Client and
upon the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing, of the mutual
promises hereinafter set forth and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:
1. ENGAGEMENT. Client hereby engages Consultant on a non-exclusive
basis, and Consultant hereby accepts the engagement to become a
financial consultant to the Client and to render such advice,
consultation, information, and services to the Directors and/or
Officers of the Client regarding general financial and business
matters including, but not limited to:
A. Mergers and acquisitions advisory, reorganizations, reverse mergers,
divestitures, due diligence studies, and capital sources
B. Capital structures, banking methods and systems, financial
transactions
C. Providing guidance and assistance in maximizing shareholder value
D. Periodic reporting as to developments concerning the general
financial markets and public securities markets and industry which
may be of interest or concern to the Client or the Client's business
E. Broker/dealer and investment banking relations for Client
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It shall be expressly understood that Consultant shall have no power to
bind Client to any contract or obligation or to transact any business in
Client's name or on behalf of Client in any manner.
2. TERM. The term ("Term") of this Agreement shall commence on the date
hereof and continue for twelve (12) months. However, either party may
terminate this Agreement earlier upon fifteen (15) days written notice of
termination. The Agreement may be extended upon agreement by both parties,
unless or until the Agreement is terminated.
3. COMPENSATION AND FEES. As consideration for Consultant entering into
this Agreement, Client and Consultant shall agree to the following:
A. An Engagement Fee ("Engagement Fee") of one hundred thousand dollars
($100,000), payable to the Consultant by issuing certificates representing an
aggregate of twenty thousand (20,000) shares of common stock (the "Shares")
at a price of $2.50 per share upon execution of this Agreement and an
additional twenty thousand (20,000) shares due sixty (60) days after the
execution of this Agreement if said Agreement is still in effect and has not
been canceled. If Client determines that Consultant is not entitled to the
second installment of twenty thousand (20,000) shares, Client shall be
entitled to terminate this Agreement upon fifteen (15) days written notice
with no further obligation to Consultant. The Shares, when issued to
Consultant, will be duly authorized, validly issued and outstanding, fully
paid and nonassessable and will not be subject to any liens or encumbrances.
Securities shall be issued to Consultant in accordance with a mutually
acceptable plan of issuance as to relieve securities or Consultant from
restrictions upon transferability of shares in compliance with applicable
registration provisions or exemptions.
4. EXCLUSIVITY; PERFORMANCE; CONFIDENTIALITY. The services of
Consultant hereunder shall not be exclusive, and Consultant and its agents
may perform similar or different services for other persons or entities
whether or not they are competitors of Client. Consultant shall be required
to expend only such time as is necessary to service Client in a commercially
reasonable manner. Consultant acknowledges and agrees that confidential and
valuable information proprietary to Client and obtained during its engagement
by the Client, shall not be, directly or indirectly, disclosed without the
prior express written consent of the Client, unless and until such
information is otherwise known to the public generally or is not otherwise
secret and confidential.
5. INDEPENDENT CONTRACTOR. In its performance hereunder, Consultant and
its agents shall be an independent contractor. Consultant shall complete the
services required hereunder according to his own means and methods of work,
shall be in the exclusive charge and control of Consultant and which shall
not be subject to the control or supervision of Client, except as to the
results of the work. Client acknowledges that
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nothing in this Agreement shall be construed to require Consultant to provide
services to Client at any specific time, or in any specific place or manner.
Payments to consultant hereunder shall not be subject to withholding taxes or
other employment taxes as required with respect to compensation paid to an
employee.
6. MISCELLANEOUS. No waiver of any of the provisions of this Agreement
shall be deemed or shall constitute a waiver of any other provision and no
waiver shall constitute a continuing waiver. No waiver shall be binding
unless executed in writing by the party making the waiver. No supplement,
modification, or amendment of this Agreement shall be binding unless
executed in writing by all parties. This Agreement constitutes the entire
agreement between the parties and supersedes any prior agreements or
negotiations. There are no third party beneficiaries of this Agreement.
IN WITNESS WHEREOF, the parties hereto have entered into this Agreement
on the date first written above.
"Client"
Signature: /s/ XXXXXX XXXXXX
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Print with Title: XXXXXX XXXXXX
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PRESIDENT
Company: Nurescell, Inc.
"Consultant"
Signature: M. B. XXXXX
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Print with Title: M. Xxxxxx Xxxxx - director
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Company: National Capital Merchant Group, Ltd.
[Delivery Instructions on following page]
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