REVISED
ADVISORY AND SERVICING AGREEMENT
This Advisory and Servicing Agreement (this "Agreement") is entered into as
of October 27, 1999, by and between Xxxxxx Xxxxxxxxx. having his/hers principal
place of business at 0000 X. Xxxxxxxxx Xxxxx, Xxxxx, XX 00000-0000(xxx "Client")
and J. Xxxxxx Xxxxxx, LTD, a Missouri LLC, having its principal place of
business at 000 Xxxx Xxxxxx Xxxx. Xxxxx 0000, Xxxxxx Xxxx, XX 00000 ("JTHL")
WITNESSETH:
A. The Client intends to have JTHL establish a publicly held corporation
(XXXXXXXXXXXXXXXXXX.XXX, Inc. established in the state of Nevada) to be traded
on the OTC Bulletin Board, more specifically described on Exhibit A attached
hereto and incorporated herein by this reference (the "Public Corporation"),
which Public Corporation will be in the business of operating on-line medical
services and owning and operating medical facilities through the United States
B. JTHL, through its management and staff, is experienced in the areas of
starting up publicly held companies to be traded on the OTC Bulletin Board, and
possesses adequate personnel and contacts to advise and perform certain other
services for the Client with regard to the organization of the Public
Corporation.
C. The Client desires to avail himself/herself of the experience, advice and
assistance of JTHL and to have JTHL undertake the duties and responsibilities
hereinafter set forth.
D. JTHL is willing to render such services for the compensation and in
accordance with the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the foregoing, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:
1. ENGAGEMENT: Client hereby engages JTHL and JTHL hereby agrees to render
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advisory and other services for the Client, to the best of its ability,
including, without limitation, the following:
(a) assisting and advising the Client with regard to the corporate structure
of the Public Corporation, including, without limitation, providing Articles of
Incorporation, Bylaws, organizational corporate minutes; necessary business
licenses; obtaining transfer agent, printing and distribution of stock
certificates (the "Corporate Services")
(b) assisting in obtaining appropriate audited financial statements and tax
returns, if required (the "Corporate Services"); and
(c) assisting the Client in preparing an Offering Memorandum under Section
504 of the Securities Exchange Act, together with all ancillary documentation,
including, without limitation, Form D; Form 10SB; 15c2-11 filing; SB-2 SEC Stock
Registration; obtaining a trading symbol and CUSIP number for the Public
Corporation; Blue Sky in the states of initial shareholders ("Securities
Services").
Notwithstanding the foregoing, JTHL will not be required by the Client to take
any action or perform any services for which it must be registered with or
licensed by the Securities Exchange Commission, any State Bar association or any
state's securities commission.
Exhibit 6 (1) Page 1
2. TERM
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(a) SEC SUBMITTAL PERIOD
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Subject to the provisions of Section 2(c) hereof, JTHL agrees to have completed,
or cause to be completed, all forms and documentation to be submitted to the SEC
on behalf of the Public Corporation within ninety (90) days of the date hereof.
Provided further that the Client has timely provided JTHL with necessary
information to perform the services required hereunder. JTHL further agrees to
diligently respond to any comments or concerns raised by the SEC on behalf of
the Public corporation with respect to said forms and documentation, and prepare
any supplemental filings, which may be required by the SEC on behalf of the
Public Corporation.
(b) NASD SUBMITTAL PERIOD
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Subject to the provisions of Section 2 (c) hereof, within thirty (30) days after
receipt of all necessary approval from the SEC, JTHL agrees to complete, or
cause to be completed, all forms and documentation to be submitted to NASD on
behalf of the Public Corporation.
(c) Notwithstanding the foregoing, the Client acknowledges and agrees that
JTHL makes no guaranty or representation with respect to the timing of any
regulatory agency approval In addition, the Client acknowledges and agrees that
the rules and regulations of the SEC, NASD and other regulatory agencies are
subject to change, and JTHL reserves the right, in its sole discretion, to
adjust the SEC Submittal Period and/or the NASD Submittal Period accordingly.
JTHL will immediately notify the Client in writing upon a determination of an
adjustment to the SEC Submittal Period and/or NASD Submittal Period and the
reasons therefore.
3. THIRD PARTY PROFESSIONALS: The parties hereto acknowledge and agree that
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in order to provide the Corporate Services, the Financial Services and the
Securities Services, it will be necessary for JTHL to engage third party
professionals, including, without limitation, attorneys, corporation services
and accountants ("Third Party Professionals"). JTHL shall be responsible for
the payment of all Third Party Professionals and Expenses.
4. COMPENSATION:
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(a) As compensation for all services rendered by JTHL under this Agreement,
the Client shall pay JTHL a total of Fifty Five Thousand Dollars ($55,000) in
the following sums, in immediately available funds by bank wire transfer or
cashier check:
(i) Twenty Thousand Dollars ($20,000) upon signing of this
agreement: and (PAID)
(ii) Five Thousand Five Dollars ($5,000) upon completion of the 504 Reg. D
offering Memorandum, and filing of the Form D with the SEC: and (PAID)
(iii) Five Thousand Dollars ($5,000) upon contracting with the Transfer
Agent and printing and issuing stock certificates: and
(iv) Two Thousand Five Hundred Dollars ($2,500) upon submittal of financial
records to the CPA for audit: and
(v) Two Thousand Five Hundred Dollars ($2,500) upon submittal of Form 10
Registration paper work to legal counsel for review: and
(vi) Five Thousand Dollars ($5,000) upon submittal of Form 10 Registration
to the SEC: and
(vii) Five Thousand Dollars ($5,000) upon completion and filing of the
15c2-11 with the NASD and:
Exhibit 6 (1) Page 2
(viii) Ten Thousand Dollars ($10,000) upon notice from NASD of effective
trading date that the stock will be publicly traded on the OTC Bulletin Board.
(b) Notwithstanding the foregoing, the Client acknowledges and agrees that
the rules and regulations of the SEC, NASD and other regulatory agencies are
subject to change, and JTHL reserves the right, in its discretion, to adjust the
Compensation set forth in Section 4 (A) in the event that any such change
requires additional responsibility, time or expense to JTHL hereunder. JTHL
will immediately notify the Client in writing upon determination of such an
adjustment and the reasons therefore.
(c) All invoices hereunder shall be due and payable upon receipt by the
Client. In the event that payment is not received by JTHL within five days (5)
after receipt by the Client of the invoice, the Client shall be in default
hereunder. Upon the occurrence of a payment default, JTHL shall have the
following remedies:
(i) JTHL may terminate this Agreement by providing written notice of said
termination to the Client. In the event that JTHL terminates this Agreement as
herein provided, JTHL shall be entitled to the following as liquidated damages;
(a) all funds previously paid to JTHL by the Client pursuant to the terms of
the Agreement; and
(b) the Client shall assign to JTHL all of his/hers right, title and
interest in and to the Public Corporation as of the date of termination of this
Agreement.
(ii) In the event that JTHL determines not to terminate this Agreement
pursuant to Section 4(c)(i) above, JTHL may continue its obligation pursuant to
the terms of this Agreement, and require the Client to place all remaining funds
due hereunder in an escrow account at an institution acceptable to JTHL, which
escrow shall be paid to JTHL according to the compensation schedule set forth
above; and
(iii) JTHL may pursue all remedies available to it at law or in equity.
5. SHARES HELD IN TRUST: All shares of stock of the Public Corporation
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issued in the name of the Client or his/hers nominee shall be held in trust by
JTHL pending payment by the Client of the compensation due JTHL here under.
5. EXPENSES: Except as otherwise expressly indicated herein, JTHL shall be
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reimbursed by the Client for all reasonable out-of-pocket expenses incurred by
JTHL in obtaining services or products from any third party during the
performance of its services hereunder ("Expenses"). The Client's obligation to
reimburse JTHL pursuant to this subparagraph shall be subject to the
presentation to Client by JTHL of an itemized account of such expenditures,
together with supporting vouchers, in accordance with Client's policies as in
effect from time to time.
6. DEFAULT: In the event that the Client shall default in the payment of
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any of the payments outlined in Paragraph 4 above, or if the Client fails to
answer the attached CLIENT ATTESTATIONS truthfully, more specifically described
on Exhibit B attached hereto and incorporated herein by this reference. JTHL,
may, but shall not be obligated to, terminate this Agreement and retain all
amounts paid to JTHL prior to said date of termination. In addition, the Client
shall assign to JTHL, or its nominees, all of the Client's right, title and
interest in the Public Corporation as of the date of termination.
Exhibit 6 (1) Page 3
7. INDEPENDENT CONTRACTOR: It is expressly agreed that JTHL is acting as an
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independent contractor in performing its services hereunder. Client shall not
pay any contributions to Social Security, unemployment insurance, federal or
state withholding taxes, nor provide any other contributions or benefits, which
might be expected in an employer-employee relationship.
8. ASSIGNMENt: This Agreement is a personal one, being entered into in
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reliance upon and in consideration of the singular skill and qualifications of
JTHL. JTHL shall therefore not voluntarily or by operation of law assign or
otherwise transfer the obligations incurred on its part pursuant to the terms of
this Agreement without the prior written consent of Client. Any attempted
assignment or transfer by JTHL of its obligation without such consent shall be
wholly void.
9. MODIFICATION OF AGREEMENT: This Agreement may be modified by the parties
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hereto only by a written supplemental agreement executed by both parties.
10. NOTICE: Any notice required or permitted to be given hereunder shall be
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sufficient if in writing, and if sent by registered or certified mail, postage
prepaid, addressed as follows:
If to Client: Xxxxxx Xxxxxxxxx
0000 X. Xxxxxxxxx
Xxxxx, XX 00000-0000
If to JTHL: J. Xxxxxx Xxxxxx, LTD
000 Xxxx Xxxxxx Xxxx. Xxxxx 0000
Xxxxxx Xxxx, XX 00000
With a copy to: McDowell, Rice, Xxxxx & Xxxx
000 Xxxx 00xx Xxxxxx, Xxxxx 000
Xxxxxx Xxxx, Xxxxxxxx 00000
Attention: R. Xxxx Xxxxx
Or to such other address as the parties hereto may specify, in writing, from
time to time.
11. WAIVER OF BREACH: This waiver by either party of any breach of any
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provision of this Agreement shall not operate or be construed as a waiver of any
subsequent breach.
12. ARBITRATION: Any and all disputes and controversies arising out of, or
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in any manner relating to permanent performance of this Agreement which cannot
be settled by an agreement between the parties hereto, shall be submitted to and
settled by arbitration in the state of Missouri in accordance with the rules of
the American Arbitration Association, and judgement upon any arbitration award
may be entered in any court having jurisdiction.
13. TITLES: The titles of the Sections herein are for convenience of
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reference only and are not to be considered in construing this Agreement.
14. GOVERNING LAW: This Agreement has been executed and delivered in the
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State of Missouri and its interpretation, validity and performance shall be
construed and enforced in accordance with the laws of such State.
15. SEVERABILITY: If any provision of this Agreement or the application of
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any provision to any person or circumstances is held invalid or unenforceable,
the remainder hereof and the application of the remainder hereof to other
persons or circumstances shall remain valid and enforceable.
Exhibit 6 (1) Page 4
16. INDEMNIFICATION: The parties hereto hereby remise, release and forever
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discharge the other and their respective officers, directors, agents, servants,
employees, attorneys, subsidiaries, affiliates, successors, assigns and any
firm, organization, corporation, partnership, entity or person liable by,
through, under or on behalf of them, from any and all liability, actions,
contracts, indebtedness, obligations, claims, causes of action, suits, damages,
demands, costs and expenses whatsoever, of every kind and nature, known or
unknown, disclosed or undisclosed, whether or not known or contemplated, whether
in law or in equity, arising out of any act, omission or transaction that has
happened, occurred or arisen prior to and including the date of this Agreement.
Further, the parties hereto hereby agree to indemnify and hold harmless the
other and their respective agents, employees, directors and officers from and
against any and all liability, loss, cost, damage, claim, counterclaims, actions
and causes of action and all costs and expenses related thereto (including but
not limited to attorneys' fees and court costs) that the other and/or its
agents, employees, directors and officers have now incurred or may hereafter
suffer or incur arising out of or in any way related to the execution of this
Agreement and the performance by it of its functions under this Agreement.
17. BINDING AGREEMENT: This Agreement shall be binding upon and shall inure
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to the benefit of the respective legal representatives, successors and assigns
of the parties hereto.
18. ENTIRE AGREEMENT: This Agreement contains the entire contract of the
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parties with respect to the subject matter hereof and supersedes all agreements
and understandings between the parties concerning the subject matter hereof.
19. TRANSMISSION: The transmission of this Agreement by fax, wire, telexes,
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or mail shall be deemed a legal and binding transmission.
The parties hereto have executed this Agreement as of the date first above
written.
Xxxxxx Xxxxxxxxx
By: /S
Client
J. Xxxxxx Xxxxxx, LTD.
By: /S
Xxxxx X. Xxxxxx
Exhibit 6 (1) Page 5
EXHIBIT A
ATTACHMENT
TO
ADVISORY AND SERVICING AGREEMENT
XXXXXXXXXXXXXXXXXX.XXX, Inc., of Nevada (Public Corporation) will be structured
as follows:
50,000,000 shares authorized
20,000,000 shares issued and outstanding
Breakdown as follows:
* 18,000,000 shares to Client or his/hers assignees
1,000,000 shares to be divided amongst 30-35 shareholders
1,000,000 shares to JTHL or its assignees; 24 month non-dilutable 5%
(five) position to be maintained
If any additional shares are to be issued for any reason whatsoever during the
first 24 months beginning upon the date of this Service Agreement, JTHL will be
issued additional shares to constitute a 5% (five) ownership of the Client. The
Client agrees to issue an irrevocable Corporate Resolution to attest to the
above clause.
SERVICES RENDERED:
A. Nevada corporation, with presence of business in Nevada
B. Nevada and city of Reno business licenses
C. Good standing certificate from the state of Nevada
D. Articles of Incorporation, by-laws and minutes
E. Seal of the Corporation
F. Certified shareholder list
G. 90% controlling block of stock in the names of the Client or his/hers
assignees
H. Federal and state tax returns, if required
I. Form ID filed with the SEC
J. Electronic SEC filings for the Corporation, through XXXXX
X. XXXXX Central Index Key (CIK) provided
L. XXXXX XXX Confirmation Code (CCC) provided
X. XXXXX Password (PW) provided
X. XXXXX Password Modification Authorization Code (PMAC) provided
O. Form 10SB registration prepared and filed with the SEC
P. SB-2 SEC Registration for $4,000,000 dollars in free trading share at
$1.00 per Share
Q. Form D filed with the SEC
R. 15c 2-11 filed by corporate Broker/Dealer with the NASD
S. 504 Reg. D Offering Memorandum, with legal opinion from legal counsel
attesting to the condition and validity of the Client and offering
T. Transfer Agent selected, and shares printed
U. Legal counsel opinion letter to Transfer Agent covering states that the
Client can issue stock in
V. CUSIP #
W. Trading symbol
X. Audited financial statements
Y. Financial statements filed with Standard & Poor (secondary market blue
sky in over 35 states)
Z. Primary market Blue Sky filing in states of first shareholders
AA. All legal work to accomplish this goal
BB. Consulting services provided for 60 days at no additional charge to
assist in the understanding of the public arena
Exhibit 6 (1) Page 6
*THE 90% CONTROLLING (18,000,000 SHARES) BLOCK OF STOCK ISSUED TO THE CLIENT OR
HIS/HERS ASSIGNEES WILL BE LEGENDED BY THE TRANSFER AGENT AND HELD IN TRUST BY J
XXXXXX XXXXXX LTD UNTIL J XXXXXX XXXXXX LTD IS PAID IN FULL. J XXXXXX XXXXXX
LTD SHALL HAVE ALL VOTING RIGHTS OF THESE SHARES UNTIL J XXXXXX XXXXXX IS PAID
IN FULL. THE CLIENT AGREES THAT HE/SHE OR HIS/HERS ASSIGNEES CANNOT AND WILL
NOT ISSUE ANY ADDITIONAL SHARES UNTIL J. XXXXXX XXXXXX LTD HAS BEEN PAID FULL.
J. Xxxxxx Xxxxxx LTD
/S
Xxxxx X. Xxxxxx
Client.
/S
Xxxxxx Xxxxxxxxx
Exhibit 6 (1) Page 7
EXHIBIT B
CLIENT ATTESTATIONS
ATTACHMENT
TO
ADVISTORY AND SERVICING AGREEMENT
Please answer the following questions in full: (use a separate sheet of paper
for explanations, if necessary)
1) Have you been convicted, within the past ten years, of any misdemeanor
involving a security or any aspect of the securities business or any felony? NO
2) Have you been permanently or temporarily enjoined by any court of
competent jurisdiction from engaging in or continuing any conduct or practice
involving any aspect of the securities business? NO
3) Are you the subject of an order of the commissioner denying, suspending,
or revoking registration? NO
4) Are you the subject of an adjudication or determination, after notice and
opportunity for hearing, within the past ten years by a securities or
commodities agency or administrator of another state or a court of competent
jurisdiction that the person has willfully violated the Securities Act of 1933,
the Securities Exchange Act of 1934, the Investment Advisers Act of 1940, the
Investment Client Act of 1940 or the Commodity Exchange Act, or the securities
or commodities law of any other state NO
5) Have you engaged in dishonest or unethical practices in the securities
business? NO
6) Have you been denied the right to do business in the securities industry,
or any respective authority to do business in the securities industry has been
revoked any other state, federal or foreign governmental agency or
self-regulatory organization for a cause, or is the subject of a final order in
a criminal action for securities or fraud related violations of the law of any
state, federal, or foreign governmental unit, or within the last ten years have
you been the subject of a final order in a civil, injunctive or administrative
action for securities or fraud related violations of the law of any state,
federal or foreign governmental unit.? NO
7) Is/Are there any bankruptcy petition(s) filed by or against any business
of which you were a general partner or executive officer either at the time of
the bankruptcy or within two years prior to that time? NO
8) Do you have any conviction(s) in a criminal proceeding or are you being
subject to a pending criminal proceeding (excluding traffic violations and other
minor offenses)? NO
9) Are you subject to any order, judgment, or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise limiting
your involvement in any type of business, securities, or banking activities? NO
10) Have you or are you being found by a court of competent jurisdiction (in
a civil action), the Commission or the Commodity Futures Trading Commission to
have violated a federal or state securities or commodities law, and the
judgement has not been reversed, suspended, or vacated? NO
Exhibit 6 (1) Page 8
By signing and answering this document, I hereby attest to the validity and
truthfulness of my answers. I understand the SEC has regulations and rules
regarding the involvement of certain legal proceedings of any director, person
nominated to become a director, executive officer, promoter, or control person
of the small business issuer, and I acknowledge that the answers or he omission
of answers given on this form can and may cause the SEC to deny registration on
the basis of the information they may find through public and private records.
If the SEC denies registration based on previous or current legal involvement or
any other detrimental information regarding my background, I hereby release J
Xxxxxx Xxxxxx, LTD., of its contract dated October 27, 1999, and I will be in
default of the contract, as specified in Paragraph 7 (Default) of the contract.
This will allow J. Xxxxxx Xxxxxx, LTD., to retain and keep any and all money
paid to J. Xxxxxx Xxxxxx, LTD to date. I will also resign and sign over the
Corporation formed by J. Xxxxxx Xxxxxx, LTD to J. Xxxxxx Xxxxxx, LTD or its
assignee(s).
Dated this 27th day of October, 1999.
/S Xxxxxx Xxxxxxxxx
Signature
___Dr. Xxxxxx Feinerman____________________________________
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Please Print Name
___9410 Broadview___________________________________________
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Please Print Address
___Miami, FL 33154_________________________________________
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Please Print City, State, Zip
Exhibit 6 (1) Page 9
