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EXHIBIT 6.11
THE PRIVATE FINANCING GROUP
Investment Banking Advisory
FINANCIAL ADVISORY AGREEMENT
1. Preface/Introduction: December 27, 2000. On the terms and conditions set
forth herein, the "Client", engages The Private Financing Group, Inc., located
at 0000 Xxxxxxxxx Xx. Xxx. 000. Xxxxxxxx Xxxxxxx Xx. 00000, herein called
"TPFG", to advise and assist the Client, on a best efforts, non guaranteed
basis, as their Investment Banking Advisor. As Advisor to the Company, TPFG's
assignment may include all or some of the following activities: provide capital
raising consulting, general management consulting services and other consulting
services as the Client and TPFG may agree. The role of TPFG is purely advisory
in nature and in this capacity it is agreed and recognized by the Client that
TPFG will not be engaged in the solicitation of securities and its introductions
where appropriate, will be with institutional parties or companies who are
responsible for conducting their own due diligence prior to engaging in any
relationship with the Client. Client agrees and acknowledges that TPFG has no
authority nor has been given any authority by the Client to sign for or to
consummate any transaction on their behalf. TPFG will be working as an Advisor
to the Company as an independent contractor and will not have employee status
with the Client. The term of the agreement is for three (3) years with sixty
(60) day written notice and cancellation rights by the Client.
2. "Introduced Parties". Introduced Parties are parties introduced by TPFG to
the Client or parties introduced to the Client by a party previously introduced
by TPFG, who engage in any type of activity with the Client. Reasonability on
the part of both parties shall be used as the determinate of whether a party is
an Introduced Party or not. Letters, meetings, correspondence and data bases of
any form, shall be included in this definition or reasonability. TPFG cash fees
and equity compensation outside of any compensation paid to these parties is
based on the activities of these Introduced Parties.
3. Notices: Unless otherwise provided in this Agreement, any notice, tender,
or delivery to be given under this Agreement by either party to the other may
be effected by personal delivery, by facsimile, or by regular US mail with
postage pre paid. Notice shall be deemed given upon personal deliver, at the
time of the facsimile transmission, or on the third (3rd) business day after
mailing. Mailed notices shall be addressed as per the addresses as noted above
in the initial paragraph of this Agreement. Each party may change its address
by written notice in accordance with this paragraph.
4. Advisory Planning/Consulting Fees. A one time fee of $25,000 for planning
is due and payable upon contract signature. Additional planning fees may be
billed, as appropriate. $25,000 is earned and payable on May 15th if TPFG is
still engaged in consulting funding activities. Future payments to TPFG will be
discussed as applicable by the parties to this agreement.
5. Advisory Bonus. The following advisory bonus compensation makes up the
total earned compensation for funding to be paid to TPFG. This total
compensation is earned by TPFG over the term of the Client and Introduced Party
relationship, and TPFG compensation includes any form of multiple funding
transactions with an Introduced Party, within or outside of the term of this
agreement, regardless of Client cancellation provisions.
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6a. Warrants/Common Stock Shares: For an agreed to equity transaction represent
by a term sheet, letter of agreement and/or offer sheet accepted by signature by
the Client, of any type from an Introduced Party, including equity lines,
acquisition capital, convertible preferred transactions, et al. TPFG will earn
five year warrants for common stock in InterGlobal Waste Management that in
total immediately vest and are to be immediately registered at client expense at
an earnings rate of fifty (50%) percent of the total of all stock, warrants and
options agreed to be issued to an Introduced Party including any commitment,
sign on or incentive/performance stock, warrants et al over the term of their
relationship. The price of these TPFG total earned warrants agreed to by the
Client to be issued to an Introduced Party at the inception/signature date of
the agreement between the parties is identical to the price as agreed to by the
Client and the Introduced Party, e.g. if the shares/warrants are at $1.00 per
share, this is the price for TPFG's earned warrants. The pricing for the total
of future agreed to warrants, stock or options to be issued to an Introduced
Party which occur via staggered or multiple investments in the Client company,
warrants which have the identical rights as per the above described rights and
the warrants for common stock will also be identical to the price as per the
Introduced Party's shares. For each individual agreed to debt transaction be it
for production financing, receivable financing, factoring, acquisition capital,
or a letter of credit, TPFG will earn 10% of the gross amount of debt facility
accepted by Client signature from an Introduced Party, and agreed to by the
Client regardless of the Client draw down or usage schedule, in five year common
stock warrants in InterGlobal Waste Management, priced at the lower of the
market bid price as reported by Bloomberg Financial Services on the date of the
completed transaction or if absent from the public market, at $1.50 per warrant
share. For the completion of the business plan, and the attainment by TPFG of at
least one investment relations firms, plus on going advisory services, TPFG will
earn 400,000 common shares of stock in InterGlobal Waste Management. Also, TPFG
will earn.
6b. Cash Fees: For the attainment via a signed offer sheet/term sheet et al of
an, TPFG will earn 5.60% percent in cash fees, of the gross and cumulative
amount of funds invested by an Introduced Party. All earnings to TPFG are over
the term of their relationship, with an Introduced Party, including multiple
transactions, within or outside of the term of this agreement. TPFG will earn on
the acceptance of an equity line by Client signature the greater of 1% percent
of the gross amount of the equity line by Client signature the greater of 1%
percent of the gross amount of the equity line of 5.60% of the line usage over
the term of the participants relationship, regardless of this agreement term.
For the attainment via a signed agreement, term sheet/offer letter et al of debt
financing for a term loan, acquisition capital, receivable, factoring,
production financing or a letter of credit for each separate and distinct
individually agreed to transaction, such as factoring or production financing,
TPFG will earn 2.75% in cash fees, of the gross and cumulative amount of funds
and/or line accepted by and made available to the Client regardless of the
Client draw down/or usage schedule over the term of their relationships
including multiple transactions within or outside of the term of this agreement.
In addition, regardless of the funding source, or funding type, eg equity or
debt, whether or not the funding source is an Introduced Party, in addition to
the above earnings schedule, TPFG will earn $250,000, upon the signing of any
form of an offer sheet, letter of agreement et al whether funding is from an
Introduced Party or not, in lieu of having entered into an exclusive
relationship with the Client and in recognition of TPFG's energies, efforts and
activities associated with the funding process, in support of the Client's
overall capital raising efforts.
7. Remedies in the Event of Breach: In the event of any action taken due to
breach of this "FAA", the prevailing party agrees to repay the other party for
all reasonable expenses, including but not limited to mediation costs,
arbitration costs, court costs and reasonable
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attorney's fees incurred by the other party as a result of the breach or in
taking any action necessary to obtain and enforce its rights under this FAA.
Client agrees and understands that TPFG has the right and entitlement during
regular business hours and reasonable security requirements to audit and review
and Client documents relevant to the herein contract elements included in this
FAA at Client expense.
8. Non-Circumvention
a. The "Client" acknowledges and agrees that the Introduced Parties are the
exclusive property of The Private Financing Group and neither the Client, its'
officers, and employees will make any contact, deal with, or otherwise become
involved with any "Introduced Party" on the Client's behalf, unless "TPFG" is
notified in writing and compensated as per this "FAA".
b. The "Client" acknowledges and agrees that unauthorized contact without the
express written consent of "TPFG" with the Introduced Parties may cause harm
and/or financial detriment to "TPFG. The "Client" further acknowledges the
confidential nature of the "Introduced Parties", and agrees not to disclose
these sources to anyone without the express written permission of "TPFG".
9. Non-Disclosure:
a. The "Client" and TPFG agree that any information that is exchanged between
the parties to this Agreement, will be considered proprietary and confidential,
including any and all such information relating to this specific "FAA". The
disclosing party acknowledges that disclosure outside of the normal activities
associated with carrying out the funding assignment by "TPFG", could result in
monetary damages to either party. Subject to Client's prior written consent
which will not be unreasonably withheld, Client agrees that "TPFG" may use
Client's name and business description in their marketing materials without
incurring any liability to "TPFG" from "Client". Client agrees by signing this
agreement that they will not undertake any action with any party such as an
Introduced Party to mitigate, obviate or circumvent any/all compensation due
TPFG as defined in this agreement.
b. "TPFG" acknowledges the confidential and proprietary nature of technical,
business and financial information disclosed by the "Client". "TPFG" and Client
herein agree to use reasonable care in disclosing any of the information
divulged by each other in carrying out this assignment.
c. This Agreement shall remain confidential among the parties to this document,
except where required to be disclosed by law. No other parties not part of this
agreement may review this agreement without the express approval of TPFG.
10. Indemnification and Hold Harmless. The Client shall indemnify, hold
harmless, and defend TPFG, for acts of the Client, including, but not limited
to, providing legal representation and paying any reasonable associated
expenses, of any nature, associated with legal defense, the other, its
shareholders, officers, directors, agents, and employees, from and against any
and all representations, obligations, claims, liabilities, indebtedness, losses,
costs, expenses, including, without limitation, reasonable attorneys' fees and
costs, damages deficiencies, liens, encumbrances and judgments, resulting or
arising from or in any way related to this "FAA" or the services provided by
"TPFG" under this "FAA", including, without limitation, any untrue statement or
omission in the information provided by or through the "Client" to "Introduced
Parties". Client further acknowledges that they are proceeding with any/all
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Introduced Parties" at its own risk. This Client indemnity shall survive any
termination of this "FAA".
11. Reconciliation:
a. Good faith attempts shall be made by the parties to resolve any disputes by
informal mediation, in the form of meetings between the parties held in the
attempt to mitigate the dispute. Good faith attempts to resolve such disputes
must occur with seven (7) business days of notification by either party to this
agreement of a dispute/breach of terms and conditions of this agreement.
Notification of said dispute/breach must be made by either party of said
dispute/breach within seven (7) business days from discovery of said
dispute/breach. No breach of terms or dispute will have been deemed to have
occurred if notification has not been made to the other party to this
agreement. Good faith discussions to cure said breach shall be privileged
pursuant to the California Evidence Code.
b. Any dispute relating to the best efforts (non-guarantee) basis for raising
of debt financing and other terms of this "FAA" that is not resolved pursuant
to the informal mediation contemplated by section 11a above, shall be handled
in binding arbitration, utilizing professional arbitrators under the rules of
the American Arbitration Association. Arbitration will be held/conducted in Los
Angeles, Ca.
12. Choice of Law/Acknowledgment: This "FAA" shall be construed pursuant to
the Laws of the State of California. This agreement shall be deemed entered
into in Los Angeles County, CA.
13. Assignment: This "FAA" may not be assigned by any party hereto without the
prior written consent of the other party.
14. Severability: Should any provision of this Agreement be held to be void,
invalid or inoperative, such provision shall be enforced to the extent possible
and the remaining provisions of this Agreement shall not be affected.
15. Headings: The headings of the Sections of this Agreement, and any other
punctuation inaccuracies are for convenience only and shall not be of any
effect in construing the meanings of the contents or Sections herein.
16. Waiver: No waiver of any obligation by any party hereto under this
Agreement shall be effective unless in writing, specifying such waiver,
executed by the party making such waiver. A waiver by a party hereto of any of
its rights or remedies under this Agreement on any occasion shall not be a bar
to the exercise of the same right of remedy on any subsequent occasion or of
any other right of remedy at any time.
17. Counterparts: This Agreement may be executed in counterparts, each of which
shall be deemed an original Agreement for all purposes, including the judicial
proof of any of the terms hereof, provided, however that all such counterparts
shall constitute one and the same Agreement.
18. Amendments: No amendments, representations or modifications of this
Agreement will be made except by an instrument in writing signed by the
Managing Director of "TPFG" and the Client signatory to this Agreement. It is
agreed to by the parties to this Agreement that whenever or wherever it may
occur, that no verbal or other informal commitments, guarantees
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whenever or wherever it may occur, that no verbal or other informal
commitments, guarantees as to funding, or other agreements/arrangements by any
parties involved in the selling, administration or funding process/activities
will be recognized unless agreed to in writing by the signatories to this
Agreement.
19. Remedies. Unless expressly set forth to the contrary, either party's
election of any remedies provided for in this Agreement, shall not be exclusive
of any other remedies available hereunder or otherwise at law or in equality,
and all such remedies shall be deemed to be cumulative.
20. Limitation of Liability: "TPFG" shall not be liable for any incidental,
consequential, special or punitive damages arising out of this Agreement or its
termination, or the breach of any of its provision, whether for breach of
warranty or any obligation arising there from or otherwise, whether liability
is asserted in contract or tort (including negligence and strict product
liability), and irrespective of whether either party has/had been advised of
the possibility of any such loss or damage. Excluded from the above limitation
are acts of TPFG which constitute gross negligence or willful conduct.
21. Doing Acts to Achieve Intent: The parties agree to do such things, to
attend or cause their respective representatives to attend such meetings, and
execute such further documents, agreements and assurances as maybe be deemed
necessary or advisable from time to time in order to carry out the terms and
conditions of this Agreement in accordance with its true intent.
22. Expenses: All expenses above $50 must be pre approved by the Client. All
travel and lodging expenses shall be pre paid by the Client.
23. No Conflict: The Client agrees by signature to this document, that in each
case, where TPFG is acting in and providing services to, TPFG is performing its
services without conflict to the Client, and this understanding between TPFG
and the Client encompasses all forms of compensation due to TPFG pursuant to
this Financial Advisory Agreement. This compensation payable to TPFG is to be
paid exclusive of any advisory fees, bonuses, et al or other sums payable by or
to TPFG to or from other financial intermediaries or other third parties.
24. Board of Directors: Xxx X. Xxxxxxxxxxx, Managing Director of the Private
Financing Group will be appointed to the Board of Directors, as a voting Board
member, effective January 1, 2001. Board payment of Directors fees will be
$4,000 per month during the term of his Board membership. Five year stock
options for 100,000 shares at 85% of the ten day average bid price of the
Clients' common shares from/including the first day the Clients' shares begin
trading. All Director expenses for travel, lodging and entertainment for Client
business will be reimbursed in full by the Client, and where possible pre paid
by the Client. All other benefits and entitlements or changes to the
compensation arrangements with Board members will be similar in nature and
amount as other Board members.
The above has been read and is accepted as of this day of December 2000. A
signed facsimile of this document is accepted by the parties to this agreement
as though an original document. This agreement has been approved by the
Client's Board of Directors and is deemed reasonable and fair by all parties to
this Agreement.
Read and Agreed, Date Dec. 29, 2000
/s/ XXX XXXXXXXX
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Hal Katensky
Chairman
