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Exhibit 10.31
Xxxxxx Xxxxxx Securities
00000 XxxXxxxxx Xxxx., Xxxxx 000
Xxxxxx, XX 00000
(000) 000-0000 Fax (000) 000-0000
FINANCIAL CONSULTING SERVICES AGREEMENT
This Financial Consulting Services Agreement (the "Agreement")
is entered this 16th day of June, 2000 by and between Xxxxxx Xxxxxx Securities,
Inc., a Colorado Corporation (the "Consultant") and iBIZ Technology Corp., a
Florida Corporation (the "Client") with reference to the following:
recitals
A. The Client desires to be assured of the association and
services of the Consultant in order to benefit 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. The Client 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, for the
mutual promises Hereinafter set forth, 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. Capital sources - debt and equity, Institutions,
Banking methods and systems, and other financial transactions.
B. Capital structures, Mergers and Acquisition
advisory, reorganizations, Offerings -private and public, reverse
mergers, divestitures, and due diligence studies.
C. Corporate financing to establish and/or increase
manufacturing capabilities to expand the markets for its products.
D. Broker/dealer and Institutional corporate
relations for Client.
E. Periodic reporting as to the developments
concerning the industry, public securities market, and general
financial markets as they relate or may be of interest or concern to
the client and/or the client's business.
F. Corporate promotion & marketing advisory, Investor
relations.
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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 one year unless cancelled by either party.
Either party may cancel this Agreement upon thirty (30) days written notice in
the event either party violates any material provision of this Agreement and
fails to cure such violation within five (5) days of written notification of
such violation from the other party. Such cancellation shall not excuse the
breach or non-performance by the other party or relieve the breaching party of
its obligation incurred prior to the date of cancellation. The Client shall
honor the compensation agreements for two (2) years after the termination of
this agreement).
3. Compensation and Fees. As consideration for Consultant
entering into this Agreement, Client shall pay Consultant the following:
A. Certificates representing an aggregate of One
hundred fifty thousand (150,000) shares of common stock, $ 0.01 par
value, of iBIZ technology (the "Shares") payable on the date hereof and
due within 60 days of the signing of this agreement. 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.
B. Consultant will be granted the first right of
refusal to participate in any subsequent Mergers or Acquisitions,
Private Offerings, Registrations, Initial Public Offering, or Secondary
Offering.
C. Client shall, at its' sole discretion, establish a
five thousand dollar ($5,000) monthly consulting fee 90 days prior to
any additional Merger or Acquisition. In addition to said fees, a 5%
transaction fee will be paid to the Consultant for assistance in any
Merger or Acquisition transaction.
The engagement fee shall be satisfied by issuing certificates
of iBIZ Technology (iBIZ) representing the aggregate of 150,000 shares of free
trading non-encumbered common stock (the "shares"). The Certificates for the
shares should be issued as follows:
75,000 Xxxxxx Xxxxxx Securities
37,500 Kirojoba Inc
37,500 Xxxx Xxxxxxx
An option shall be granted from the client to the consultant, for free trading
stock with respect to the following quantities and strike prices. The term of
the option shall be one year from the contract date. The option is executable
after reaching the execution price for 10 days.
50,000 shares $1.50 exercise price $3.00 execution price
50,000 shares $2.00 exercise price $4.00 execution price
50,000 shares $2.50 exercise price $5.00 execution price
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, obtained during its engagement by the Client, shall not
be directly or indirectly disclosed without the prior expressed written consent
of the Client. Unless or 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 and shall not be subject to the control or supervision of Client, except
as to the results of the work. Client acknowledges that 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.
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IN WITNESS HEREOF, the parties have entered into this
Agreement on this 16th day of June, 2000. The signature by an officer of each
party duly empowered to sign and execute this agreement is on the accompanying
page.
"Client Company"
Signature:
---------------------------
Print: Xxx Xxxxxxx
Title Officer
Company: iBIZ Technology Corp.
Address: 0000 X. Xxxxxx Xxxx Xxxx
Xxxxxxx, XX 00000
"Consultant"
Signature:
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Print: Xxxxx Xxxxxxxxxx
Title: Vice President, Investment Banking
Xxxxxx Xxxxxx Securities
00000 XxxXxxxxx Xxxx #000
Xxxxxx, Xx 00000
Delivery Instructions: DTC
Sterne, Agee and Xxxxx, Inc.
Birmingham, AL
DTC # 0750
FBO: Xxxxxx Xxxxxx Securities
Account # 1045 6954
