IAR SECURITIES CORP.
, 1997
Sportstrac, Inc.
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▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Mr. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, President
Gentlemen:
This letter, when executed by the parties hereto, will
constitute an agreement between Sportstrac, Inc. (the "Company") and IAR
Securities Corp. ("IAR") pursuant to which the Company agrees to retain IAR and
IAR agrees to be retained by the Company under the terms and conditions set
forth below.
1. The Company hereby retains IAR to perform consulting
services related to corporate finance and other financial services matters, and
IAR hereby accepts such retention. In this regard, subject to the terms set
forth below, IAR shall furnish to the Company advice and recommendations with
respect to such aspects of the business and affairs of the Company as the
Company shall, from time to time, reasonably request upon reasonable notice.
2. As compensation for the services described in paragraph 1
above, the Company shall pay to IAR a yearly fee of $33,333, for a period of
three years, all three years fees to be paid in advance, in full on the date
hereof. In addition, the Company will reimburse IAR for any and all reasonable
expenses incurred by IAR in the performance of its duties hereunder, and IAR
shall account for such expenses to the Company. Such reimbursement shall
accumulate and be paid monthly. Nothing contained herein shall prohibit IAR
from receiving any additional compensation under paragraphs 3 and 4 herein or
otherwise.
3. In addition, IAR shall hold itself ready to assist the
Company in evaluating and negotiating particular contracts or transactions, if
requested to do so by the Company, upon reasonable notice, and will undertake
such evaluations and negotiations upon prior written agreement as to additional
compensation to be paid by the Company to IAR with respect to such evaluations
and negotiations. Nothing herein shall require the Company to utilize IAR's
services in any particular transactions nor shall limit the Company's
obligations arising under any other agreement or understanding.
4. The Company and IAR further acknowledge and agree that IAR
may act as a finder or financial consultant in various business transactions in
which the Company may be involved, such as mergers, acquisitions or joint
ventures. The Company hereby agrees that in the event IAR shall introduce to
the Company another party or entity, and that as a result of such introduction,
a transaction is consummated, the Company shall pay to IAR a fee equal to (i)
five percent (5%) of the first $1,000,000; (ii) four percent (4%) of the second
$1,000,000; (iii) three percent (3%) of the third $1,000,000; and (iv) two
percent (2%) of any consideration over $4,000,000 involved in any transaction.
Such fee shall be paid in cash at and subject to the closing of the transaction
to which it relates, and shall be payable whether or not the transaction
involves stock, or a combination of stock and cash, or is made on the
installment sale basis. In addition, if the Company shall, within 36 months
immediately following the termination of this Agreement, consummate a
transaction with any party or entity introduced by IAR to the Company, the
Company shall pay to IAR a fee with respect to such transaction calculated in
accordance with this paragraph. Nothing herein shall prevent the Company from
utilizing other individuals or entities in such capacities nor shall limit the
Company's obligations arising under any other agreement or understanding. As
used herein, "Company" shall include any and all subsidiaries and/or affiliates
of the Company.
5. All obligations of IAR contained herein shall be subject
to IAR's reasonable availability for such performance, in view of the nature of
the requested service and the amount of notice received. IAR shall devote such
time and effort to the performance of its duties hereunder as IAR shall
determine is reasonably necessary for such performance. IAR may look to such
others for such factual information, investment recommendations, economic
advice and/or research, upon which to base its advice to the Company hereunder,
as it shall deem appropriate. The Company shall furnish to IAR all information
relevant to the performance by IAR of its obligations under this Agreement, or
particular projects as to which IAR is acting as advisor, which will permit IAR
to know all facts material to the advice to be rendered, and all material or
information reasonably requested by IAR. In the event that the Company fails or
refuses to furnish any such material or information reasonably requested by
IAR, and thus prevents or impedes IAR's performance hereunder, any inability of
IAR to perform shall not be a breach of its obligations hereunder.
6. Nothing contained in this Agreement shall limit or
restrict the right of IAR or of any partner, employee, agent or representative
of IAR, to be a partner, director, officer, employee, agent or representative
of, or to engage in, any other business, whether of a similar nature or not,
nor to limit or restrict the right of IAR to render services of any kind to any
other corporation, firm, individual or association.
7. IAR will hold in confidence any confidential information
which the Company provides to IAR pursuant to this Agreement which is
designated by an appropriate stamp or legend as being confidential.
Notwithstanding the foregoing, IAR shall not be required to maintain
confidentiality with respect to information (i) which is or becomes part of the
public domain not due to the breach of this agreement by IAR; (ii) of which it
had independent knowledge prior to disclosure; (iii) which comes into the
possession of IAR in the normal and
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routine course of its own business from and through independent
non-confidential sources; or (iv) which is required to be disclosed by IAR by
governmental requirements. If IAR is requested or required (by oral questions,
interrogatories, requests for information or document subpoenas, civil
investigative demands, or similar process) to disclose any confidential
information supplied to it by the Company, or the existence of other
negotiations in the course of its dealings with the Company or its
representatives, IAR shall, unless prohibited by law, promptly notify the
Company of such request(s) so that the Company may seek an appropriate
protective order.
8. The Company agrees to indemnify and hold harmless IAR, its
partners, employees, agents, representatives and controlling persons (and the
officers, directors, employees, agents, representatives and controlling persons
of each of them) from and against any and all losses, claims, damages,
liabilities, costs and expenses (and all actions, suits, proceedings or claims
in respect thereof) and any legal or other expenses in giving testimony or
furnishing documents in response to a subpoena or otherwise (including, without
limitation, the cost of investigating, preparing or defending any such action,
suit, proceeding or claim, whether or not in connection with any action, suit,
proceeding or claim in which IAR is a party), as and when incurred, directly or
indirectly, caused by, relating to, based upon or arising out of IAR's service
pursuant to this Agreement so long as IAR shall not have committed an
intentional or willful misconduct, or shall have acted grossly negligent, in
connection with the services which form the basis of the claim for
indemnification. The Company further agrees that IAR shall incur no liability
to the Company or any other party on account of this Agreement or any acts or
omissions arising out of or related to the actions of IAR relating to this
Agreement or the performance or failure to perform any services under this
Agreement except for IAR's intentional or wilful misconduct. This paragraph
shall survive the termination of this Agreement.
9. This Agreement may not be transferred, assigned or
delegated by any of the parties hereto without the prior written consent of the
other party hereto.
10. The failure or neglect of the parties hereto to insist,
in any one or more instances, upon the strict performance of any of the terms
or conditions of this Agreement, or their waiver of strict performance of any
of the terms or conditions of this Agreement, shall not be construed as a
waiver or relinquishment in the future of such term or condition, but the same
shall continue in full force and effect.
11. This Agreement is for a term of thirty-six (36) months
and may not be terminated by the Company. This Agreement may be terminated by
IAR at any time upon 30 days' notice; provided IAR shall repay any portion of
their fee which was not earned on the effective date of such termination
($2,777.77 multiplied by the number of months paid in advance). Paragraphs 4, 7
and 8 shall survive the expiration or termination of this Agreement under all
circumstances.
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12. Any notices hereunder shall be sent to the Company and to
IAR at their respective addresses set forth above. Any notice shall be given by
certified mail, return receipt requested, postage prepaid, and shall be deemed
to have been given when deposited in the United States mail. Either party may
designate any other address to which notice shall be given, by giving written
notice to the other of such change of address in the manner herein provided.
13. This Agreement has been made in the State of New York and
shall be construed and governed in accordance with the laws thereof without
giving effect to principles governing conflicts of law.
14. This Agreement contains the entire agreement between the
parties, may not be altered or modified, except in writing and signed by the
party to be charged thereby, and supersedes any and all previous agreements
between the parties relating to the subject matter hereof.
15. This Agreement shall be binding upon the parties hereto,
the indemnified parties referred to in the Indemnification Provisions, and
their respective heirs, administrators, successors and permitted assigns.
If you are in agreement with the foregoing, please execute
two copies of this letter in the space provided below and return them to the
undersigned.
Very truly yours,
IAR SECURITIES CORP.
By: ____________________________
Name:
Title:
ACCEPTED AND AGREED TO AS OF
THE DATE FIRST ABOVE WRITTEN
SPORTSTRAC, INC.
By: ___________________________
▇▇▇▇ ▇▇▇▇▇▇▇▇▇, President
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