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EXHIBIT 10.25
[CENTURY CITY SECURITIES INC. LOGO]
INVESTMENT BANKERS
Member NASD - SIPC
FINANCIAL CONSULTING AGREEMENT
This Financial Consulting Agreement (the "Agreement") is made as of 3-15,
1999 by and between, Team Communications, Inc., a Delaware corporation having
its business address at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(hereinafter the "Company") and Century City Securities, Inc., having its
principal place of business at 1901 Ave. of the Stars, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(hereinafter "Consultant").
In consideration of the mutual promises contained herein and on the terms
and conditions hereinafter set forth, the Company and Consultant agree as
follows:
1. PROVISION OF SERVICES
(a) Consultant agrees, to the extent reasonably requested by
the President of the Company and reasonably required in the conduct of the
business of the Company, as determined by the Consultant, to place at the
disposal of the Company its judgment and experience and to provide business
development services to the Company including the following:
(i) assist the Company in its public equity marketing efforts;
(ii) provide access to the Consultant's retail sales force
through roadshow stops and conference calls;
(iii) provide research coverage from the Consultant's Research
Department; and
(iv) advise with regard to stockholder relations and public
relations matters.
All such services shall at all times be at the request of the Company.
(b) Consultant agrees to use its best efforts at all times in the
furnishing of advice and recommendations, and for this purpose Consultant shall
at all times maintain or keep available for the Company an adequate organization
of personnel or a network of outside professionals for the performance of its
obligations under this Agreement.
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(▇▇▇) ▇▇▇-▇▇▇▇; Fax (▇▇▇) ▇▇▇-▇▇▇▇
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2. COMPENSATION. In consideration for services to be rendered under this
Agreement, the Company and Consultant hereby agree that the Company shall (a)
pay Consultant a non-refundable fee equal to $5,000 per month for four (4)
months, payable monthly, (b) issue Consultant three (3) year warrants to
purchase 50,000 Shares of Common Stock at a per share exercise price equal to
110% of the closing bid price of the Company's Common Stock as quoted on the
NASDAQ Small Cap Market as of the date hereof and (c) cause to be registered in
any registration statement filed by the Company for its own behalf or on behalf
of any other selling security holder, all 50,000 shares underlying warrants
previously granted by the Company to Consultant.
The Company agrees to reimburse Consultant for its expenses incurred by
the Consultant in connection with its services hereunder. All expenses shall be
approved in advance by the Company in writing.
3. EXPENSES PAYMENT SCHEDULE. Consultant will invoice the Company for
its actual expenses for each month within fifteen (15) days of the end of the
month. Payment of invoices will be due upon receipt.
4. LIABILITY OF CONSULTANT. In furnishing the Company with management
advice and other services as herein provided, neither Consultant nor any
officer, director or agent therefore shall be liable to the Company or its
creditors for errors of judgment or for anything except willful malfeasance,
bad faith or gross negligence in the performance of its duties or reckless
disregard of its obligations and duties under the terms of this Agreement.
It is further understood and agreed that Consultant may rely upon
information furnished to is reasonably believed to be accurate and reliable and
that, except as herein provided, Consultant shall not be accountable for any
loss suffered by the Company by reason of the Company's action or non-action on
the basis of any advice, recommendation or approval of Consultant, its partners,
employees or agents.
5. STATUS OF CONSULTANT. Consultant shall be deemed to be an independent
contractor and, except as expressly provided or authorized in this Agreement,
shall have no authority to act for or represent the Company.
6. OTHER ACTIVITIES OF CONSULTANT. The Company recognizes that
Consultant now renders and may continue to render management and other services
to other companies which may or may not have policies and conduct activities
similar to those of the Company. Consultant shall not be required to devote its
full time and attention to the performance of its duties under this Agreement,
but shall devote only so much of its time and attention as it deems reasonable
or necessary for such purposes.
7. CONTROL. Nothing contained herein shall be deemed to require the
Company to take any action contrary to its Certificate of Incorporation or
By-Laws, or any applicable statute or regulation, or to deprive its Board of
Directors of their responsibility for any control of the conduct or the affairs
of the Company.
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8. TERM. Consultant's retention hereunder shall be for a term of one
year commencing upon the execution of this Agreement.
9. MISCELLANEOUS. This Agreement sets forth the entire agreement and
understanding between the parties and supersedes all prior discussions,
agreements and understandings of every and any nature between them. This
Agreement shall be construed and interpreted according to the laws of the State
of California.
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by
their respective officers or representatives duly authorized the day and year
first above written.
TEAM COMMUNICATIONS GROUP, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇
Title: Chairman/CEO
Acknowledged and Accepted: CENTURY CITY SECURITIES, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
Dated: 3-15-99
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[TEAM COMMUNICATIONS LETTERHEAD]
▇▇▇▇ ▇. ▇▇▇▇▇
CHIEF EXECUTIVE OFFICER
July 29, 1999
▇▇. ▇▇▇▇ ▇▇▇▇▇▇
Century City Securities
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RE: CONSULTING SERVICES AGREEMENT(S)
Dear ▇▇▇▇:
Enclosed please find your form of warrant for 100,000 shares of TEAM
Communications Group, Inc. ("TEAM") common stock at $2.20 per share.
These warrants will serve as your compensation, in lieu of any other payments,
for consulting services to be provided on a going forward basis from August 1,
1999 through July 31, 2001. We have previously compensated your firm in cash for
services your firm has rendered to TEAM to date.
You have also agreed that any previous warrant agreements which may have been
prepared and/or transmitted to you are hereby declared to be null and void as of
this date.
Kindest personal regards,
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇
Chairman and C.E.O.
DSL/
enc.