10.3
CORPORATE FINANCE CONSULTING AGREEMENT
In consideration of the mutual promises herein contained, the project principals
Americana Publishing, Inc., hereinafter referred to as "Principals", located,
000 Xxx Xxxxx XX, Xxxxx 000X, Xxxxxxxxxxx, Xxx Xxxxxx 00000, hereby engage B. H.
Capital Limited, located at 000 Xxx Xxxxx XX, Xxxxx 000X, Xxxxxxxxxxx, XX 00000,
hereinafter referred to as "BHCL" to perform the services generally described
herein to the best of its ability, and Principals fully understand that such
services performed by "BHCL" will only be provided on a best efforts basis,
under the following terms and conditions:
1. This agreement will constitute an open account between Principals and
BHCL, and more specifically, references activities outlined below. The
term of this Agreement shall commence upon execution hereof by the
parties, and will continue to be in force until such time as
Principals notify BHCL, in writing, at the last known address for
BHCL. Such written notification to BHCL shall be tendered at least 120
days prior to the expected termination date of this Agreement. BHCL
shall have the right to terminate this Agreement upon written
notification to Principals, at the last known address for Principals.
Such written notification to Principals shall be tendered at least 10
days prior to the expected termination date of this Agreement.
2. Upon execution of this Agreement, Principals agree to pay the sum of
$1,000 as an initial retainer for professional time provided plus New
Mexico Gross Receipts Tax, plus $1,000 as an initial expense advance
(in the form of a cashiers check or other acceptable liquid funds),
for services provided by BHCL. It is agreed that the principals have
retained BHCL for the services described in paragraph 4-A and shall
compensate BHCL $3,000 per month for three years due and payable on
the 1st of each month thereafter until cancellation plus pre-approved
out of pocket expenses. Further, the Principal shall provide 1 1/2page
of advertising for BHCL, as BHCL chooses in each issue of the
Americana Corporate Finance Reporter for the term of this agreement.
BHCL shall provide such services without limitation of time necessary.
3. It is fully understood and agreed that in the event Principals do not
utilize or implement such services as outlined below, the
consideration heretofore paid shall be retained by BHCL and Principals
shall have no right or claim for return of said funds.
4. For and in consideration of services rendered by BHCL, on behalf of
Principals, BHCL shall be compensated by Principals as follows:
A. BHCL shall provide general assistance in the identification of
additional credit/capital resources that may provide asset-based
lines of credit, operating lines of credit, working capital line
of credit, factor financing, fixed asset financing, acquisition
financing, equipment leasing, credit enhancements, private equity
capital, public equity capital, additional support collateral,
bridge financing, where applicable and will consult general
management efficiency issues, marketing, corporate strategy,
budgeting, financial statement presentation, corporate structure,
fiscal management techniques, dispute resolution, mergers and
acquisitions and shall advise the board of directors on corporate
governance, and shall provide office space accommodating two
desks, computer equipment, one support employee and use of all of
BHCL's office equipment and facilities.
Additional Compensation as follows:
1. Principals will compensate BHCL in an amount equal to one
percent (1%) simultaneous with closing, of the gross amount
of any credit facility(s), line(s) of credit, equity,
refinanced, restructured capital or credit, credit
enhancement in any form into the Principals company and or
subsidiary and will compensate a one percent (1%) success
fee equal to the gross amount of the net worth of any entity
merged or acquired by or into the Principals company and a
one percent (1%) success fee upon renewal of any of the
aforementioned within a five (5) year period from the date
of this contract. Principals further agree that BHCL has the
right to exchange success fees for additional common stock
of the Principals Company. Further, Principal agrees to
provide for an one full page advertisement in each issue of
Americana Corporate Finance Reporter of BHCL's choice for
the term of this agreement.
B. In the event additional services are provided in the future,
as specified under paragraph 4(A) above, fees shall be paid at
the rate so indicated in paragraph 4(A) above.
C. Any and all expenses paid by BHCL in its efforts to perform on
behalf of Principals shall be reimbursed immediately upon receipt
of copies of expense receipts by Principals. Any and all
anticipated individual expenses, which exceed the sum of $100.00,
shall be submitted to and approved by Principals before such
expense is incurred. Further, Principals agree to pay all
expenses as per invoice presented and is due and payable on
receipt.
D. At such time as BHCL is successful in obtaining funding,
pledges, guarantees or services as generally described in
paragraph 4(A) above, BHCL shall submit to Principals a statement
for services rendered, plus applicable New Mexico gross receipts
tax.
E. All amounts billed by BHCL in accordance with paragraphs 4(A)
through 4(D) herein, are to be paid upon receipt but unpaid after
15 days of mailing, will incur a monthly service fee of one and
one half percent (1 1/2%). BHCL will further suspend professional
services until such fees are received.
5. Principals will provide to BHCL, as requested by BHCL, any and all
materials, reports, documents, studies and/or information necessary
for BHCL to perform under the terms of this Agreement.
6. Principals shall provide and contract for the services of other
professionals, as necessary.
7. In the event termination of this Agreement occurs prior to the funding
or performance, as outlined or pledged, directly or indirectly, for
Principals, through the efforts of BHCL the fees, as stated in
paragraph 4(A) above, shall be tendered to BHCL as if this Agreement
was still in force and effect. BHCL shall also have the right to
collect such other fees as described herein.
8. In the event of termination of this Agreement, Principals agree to pay
to BHCL any and all fees due to BHCL, plus applicable New Mexico gross
receipts tax, resulting from pledges or performance under this
Agreement, directly or indirectly, for Principals, from individuals or
entities that have been engaged through contact with BHCL during the
term of this Agreement.
9. Principals fully understand that Xxxxxx Xxxxxx, Xx. may be engaged,
under separate Agreement, with companies or other entities that he has
an interest in, to provide services on behalf of BHCL relating to this
Agreement as described herein.
10. It is fully understood and agreed that on occasion Principals will
require consultation time from BHCL during the term of this Agreement.
BHCL will be notified that Principals desire such consultations and a
date and time for meeting will be scheduled in accordance with the
availability of the parties. Travel time will be billed at $150.00 per
hour with advanced approval by Principals or their authorized
representatives. This shall apply only upon agreement to compensate
BHCL on an hourly basis and not on a monthly retainer.
11. It is fully understood and agreed by Principals that Principals will
not circumvent the efforts of BHCL under any and all provisions of
this Agreement. Also Principals recognize that all sources, contacts,
vendors, suppliers, securities underwriters, lenders, dealers are
considered as property of BHCL and, as such, Principals will not
disclose, to any third party, information relating to these sources
for a period of not less than 60 months from completion of this
project.
12. There shall be a continuing relationship, which extends beyond the
provisions outlined in paragraph 1. Principals agree that for a period
of 60 months commencing upon completion of services under this initial
project, any additional services, funding, pledges or guarantees
provided through individuals or entities that have been provided to
Principals under this project, fees shall be paid by Principals to
BHCL under provisions in paragraphs 2 and 4. -
13. In the event Principals and BHCL desire to change any or all terms of
this Agreement by addendum, such changes shall be made in writing and
executed by all parties.
14. This Agreement shall be binding upon and inure to the benefit of the
heirs, successors, and assigns of the parties hereto.
15. In the event an attorney is engaged by BHCL to enforce any or all of
its rights under the terms of this Agreement, Principals agree to pay
any and all reasonable attorney's fees, as well as any and all
applicable court costs and expenses incurred by BHCL in enforcing any
or all of its rights herein. Expenses shall include the time
involvement, at $150.00 per hour, by BHCL and/or its principals,
agents and/or employees in preparation of such litigation or mediation
of this Agreement.
16. Principals agree to hold harmless BHCL and/or its employees or
contractors from any wrongful act or acts known or unknown at this
time or that may arise during the course of this Agreement between the
signatories or their assigns or successors.
17. If any provision contained in this Agreement shall not be in
compliance with the laws of the State of New Mexico, the remaining
provisions shall remain in full force and effect to the extent
permitted by law.
18. This Agreement shall be governed and interpreted by the laws of the
State of New Mexico.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement this _______
day of _____________, 1999.
By By
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Representative
