Infocall Communications Corp.
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0000 Xxxxx Xxxxxx Xxxx, Xxxxx 000, Xxxxxx, XX 00000
Name: Xxxx XxXxxx
Address: 0000 Xxxx Xxxx
Xxxxxxxx, XX 00000
November 11, 1998
Date
RE: Engagement Agreement
This letter sets forth the understanding between Infocall Communications Corp.
("Infocall") (the "COMPANY") and Xxxx XxXxxx ("ADVISOR") with respect to the
engagement of ADVISOR to act as financial consultant in connection with
providing financing for COMPANY. For the purpose of this agreement the financial
advisory services are limited to: corporate financial transactions, including
private placements, introduction of potential investors and the raising of
capital for the Company.
ADVISOR understand that the COMPANY wishes to raise up to $2 million in debt or
equity financing to complete its acquisitions and provide working capital as
described in its business plan.
Compensation. It is further agreed that the compensation to ADVISOR will be paid
in the form of Rule 144 restricted stock with certain "piggyback" registration
rights for services as negotiated from time to time with the COMPANY.
Information. In performing its services hereunder, ADVISOR shall be entitled to
rely upon and assume, without independent verification, the accuracy and
completeness of all the information that is available from public sources and
all information that has been furnished to it by the COMPANY and shall have no
obligation to verify the accuracy or completeness of any such information or to
conduct any appraisal of any assets. The COMPANY also relieves ADVISOR or its
assigns of any previously signed confidentiality agreements or contracts written
or verbal and understands ADVISOR or its assigns must be able to submit
financial and other COMPANY material in order to act on the COMPANY'S behalf.
Not withstanding this, ADVISOR agree to hold confidential that material that the
COMPANY identifies as sensitive and confidential and will only disseminate the
material upon notification by the COMPANY to ADVISOR or its assigns.
Indemnification. The Principals of the COMPANY agree to indemnify ADVISOR, its
assigns, and certain other entities and persons identified by ADVISOR as working
on their behalf under the terms and conditions of this engagement.
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Phone 000-000-0000 Fax 000-000-0000 Email: Xxxx@Xxxxxxxx.xxx
Exhibit - 10.8
Termination. Either party may terminate this agreement with notice in writing to
the other party at any time. Any fees or compensation still owed will be paid as
described herein. In the event the COMPANY consummates a deal or enters into an
agreement as described herein with any of the parties introduced by ADVISOR
within twelve months of the termination of this agreement then the COMPANY will
still owe ADVISOR its fees as described herein.
Governing Law. This agreement and the terms hereof shall be governed by and
construed in accordance with the laws of the State of Virginia.
Agreed to and executed by the parties on this 11th day of November 1998.
By: /s/ [ILLEGIBLE]
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ADVISOR
By: /s/ [ILLEGIBLE]
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Infocall Communications Corp.
advisoragmt
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Phone 000-000-0000 Fax 000-000-0000 Email: Xxxx@Xxxxxxxx.xxx
