Exhibit 4.2
CONSULTING AGREEMENT
This Agreement (the ""Agreement"") is dated JANUARY 3, 2001 and is entered into
by and between CALL SOLUTIONS, INC. (hereinafter referred to as ""CLIENT"") and
TRIBE COMMUNICATIONS, INC. (hereinafter referred to as ""TCI"").
1. CONDITIONS. This Agreement will not take effect, and TCI will have no
obligation to provide any service whatsoever, unless and until CLIENT returns a
signed copy of this Agreement to TCI (either by mail or facsimile copy). CLIENT
shall be truthful with TCI in regard to any relevant material regarding CLIENT,
verbally or otherwise, or this entire Agreement will terminate and all monies
paid shall be forfeited without further notice.
Agreed, CLIENTS INITIALS: _____________
Upon execution of this Agreement, CLIENT agrees to cooperate with TCI in
carrying out the purposes of this Agreement, keep TCI informed of any
developments of importance pertaining to CLIENT's business and abide by this
Agreement in its entirety.
2. SCOPE AND DUTIES. During the term of this Agreement, TCI will perform
the following services for CLIENT:
2.1 WEBCAST /CAPITAL FORMATION/ RETAIL SUPPORT DUTIES
Feature Company in monthly Internet Chat Webcasts;
Schedule monthly and quarterly radio interviews featuring client (to
be scheduled pursuant to availability) Capital Formation Assistance
Add client information and Archiving of Webcasts and interviews
quarterly to ▇▇▇▇▇▇.▇▇▇ Conversion of all Webcasts and interviews to
.wav,.mpg or applicable format
Pre-announce all Webcasts to Market-Maker Database and Opt-In database
Post interviews on all OTC and Small/Micro Cap News and Message
servers [press releases NOT included]
2.1 [CONTINUED]
Assistance in distribution of company news as appropriate and in
concert with milestones and newsworthy events Participate in CLIENT
due diligence presentation(s) to market makers; Distribute CLIENT news
and relevant information to market makers, financial media, selected
Internet stock pages/threads and OTC analyst community; Provide
general financial public relations support to CLIENT
2.2 ADVICE AND COUNSEL.
TCI will provide advice and counsel regarding CLIENT's strategic
business and financial plans, strategy and negotiations with potential
lenders/investors, joint venture, corporate partners and others
involving financial and financially-related transactions.
2.3 INTRODUCTIONS TO THE INVESTMENT COMMUNITY. TCI has a familiarity
or association with numerous broker/dealers and investment
professionals across the country and will enable contact between
CLIENT and/or CLIENT's affiliate to facilitate business transactions
among them. TCI shall use its contacts in the brokerage community to
assist CLIENT in establishing relationships with private equity
capital sources (venture capital, etc.) and securities dealers while
providing the most recent information about CLIENT to interested
securities dealers on a regular and continuous basis. TCI understands
that this is in keeping with CLIENT's business objectives and plan to
market CLIENT's business or project to the investment community.
2.4 CLIENT AND/OR CLIENT'S AFFILIATE TRANSACTION DUE DILIGENCE. TCI
will participate and assist CLIENT in the due diligence process on all
proposed financial transactions affecting CLIENT of which TCI is
notified in writing in advance, including conducting investigation of
and providing advice on the financial, valuation and stock price
implications of the proposed transaction(s).
2.5 ADDITIONAL DUTIES. CLIENT and TCI shall mutually agree upon any
additional duties that TCI may provide for compensation paid or
payable by CLIENT under this Agreement. Although there is no
requirement to do so, such additional agreement(s) may be attached
hereto and made a part hereof by written amendments to be listed as
"Exhibits" beginning with "Exhibit A" and initialed by both parties.
2.6 STANDARD OF PERFORMANCE. TCI shall devote such time and efforts to
the affairs of the CLIENT as is reasonably necessary to render the
services contemplated by this Agreement. TCI is not responsible for
the performance of any services which may be rendered hereunder if the
CLIENT fails to provide the requested information in writing prior
thereto. The services of TCI shall not include the rendering of any
legal opinions or the performance of any work that is in the ordinary
purview of a certified public accountant. TCI cannot guarantee results
on behalf of CLIENT, but shall use commercially reasonable efforts in
providing the services listed above. If an interest is expressed in
satisfying all or part of CLIENT's financial needs, TCI shall notify
CLIENT and advise it as to the source of such interest and any terms
and conditions of such interest. TCI's duty is to introduce and market
CLIENT's funding request to appropriate funding sources. TCI will in
no way act as a "broker--dealer" under state securities laws. Because
all final decisions pertaining to any particular investment are to be
made by CLIENT, CLIENT may be required to communicate directly with
potential funding sources.
2.7 NON-GUARANTEE. TCI MAKES NO GUARANTEE THAT TCI WILL BE ABLE TO
SUCCESSFULLY MARKET AND IN TURN SECURE A LOAN OR INVESTMENT FINANCING
FOR CLIENT, OR TO SUCCESSFULLY PROCURE SUCH LOAN OR INVESTMENT WITHIN
CLIENTS DESIRED TIMEFRAME OR TO GUARANTEE THAT IT WILL SECURE ANY LOAN
OR INVESTMENT FINANCING WITH A SPECIFIC OR MINIMUM RETURN, INTEREST
RATE OR OTHER TERMS. NEITHER ANYTHING IN THIS AGREEMENT TO THE
CONTRARY NOR THE PAYMENT OF DEPOSITS TO TCI BY CLIENT PURSUANT TO FEE
AGREEMENTS FOR SERVICES NOT CONTEMPLATED HEREIN SHALL BE CONSTRUED AS
ANY SUCH GUARANTEE. ANY COMMENTS MADE REGARDING POTENTIAL TIME FRAMES
OR ANYTHING THAT PERTAINS TO THE OUTCOME OF CLIENT'S FUNDING REQUESTS
ARE EXPRESSIONS OF OPINION ONLY. CLIENT ACKNOWLEDGES AND AGREES IT IS
NOT REQUIRED TO MAKE EXCLUSIVE USE OF TCI FOR ANY SERVICES OR
DOCUMENTATION DEEMED NECESSARY FOR THE PURPOSE OF SECURING
INVESTMENTS. TCI HAS MADE NO SUCH DEMANDS IN ORDER FOR CLIENT'S
PROJECT TO BE MARKETED UNDER THE TERMS OF THIS AGREEMENT. TCI HOLDS NO
EXCLUSIVE RIGHTS TO THE MARKETING OF CLIENT'S PROJECT.
Agreed, CLIENT INITIALS:____________
3. COMPENSATION TO TCI.
3.1 CLIENT will pay for services described herein. The fees shown below
shall be payable as follows:
A] INITIAL PAYMENT: 250,000 FREE TRADING SHARES OF
CSOL
B] DUE UPON COMPLETION OF 1ST WEBCAST 500,000 UNREGISTERED SHARES OF
CSOL*
C] MONTHLY: $3,500
D] DUE THE FIRST DAY OF MONTHS FOUR AND SEVEN: 500,000 UNREGISTERED SHARES OF
CSOL*
*NOTE: ALL SHARES ISSUED IN ACCORDANCE WITH THIS AGREEMENT SHALL HAVE STANDARD
"PIGGY-BACK" REGISTRATION RIGHTS.
3.2 FEES FOR DIRECT INVESTMENT, MERGER/ACQUISITION. In the event that TCI,
on a non-exclusive basis, introduces CLIENT or a CLIENT affiliate to
any third party funding source(s), underwriter(s), merger partner(s)
or joint venture(s) who then enters into a funding, underwriting,
merger, joint venture or similar agreement with CLIENT or CLIENT's
affiliate, CLIENT hereby agrees to pay TCI advisory fees pursuant to
the following schedule and based on the aggregate amount of such
funding, underwriting, merger, joint venture or similar agreement with
CLIENT or CLIENT's affiliate. Advisory fees are deemed earned and
shall be due and payable at the first close of the transaction,
however, in certain circumstances when payment of advisory fees at
closing is not possible, within 24 hours after CLIENT has received the
proceeds of such investment. This provision shall survive this
Agreement for a period of one year after termination or expiration of
this Agreement. In other words, the advisory fee shall be deemed
earned and due and payable for any funding, underwriting, merger,
joint venture or similar transaction which first closes within a year
of the termination or expiration of this Agreement as a result of an
introduction as set forth above. TCI shall also be entitled to 50.0%
of the investment marketing fee outlined in paragraph 3.2 A or B below
in connection with any and all investment offers from CLIENT or any
other source (not including those introduced by TCI) when TCI is
invited to participate or assist in negotiations.
Agreed, CLIENT INITIALS: ________________
A. DIRECT INVESTMENT. For a direct investment made in CLIENT by a third
party investor either introduced to CLIENT by TCI or which contacted CLIENT
directly as a result of TCI's efforts, CLIENT shall pay TCI a finder' s fee of
5.0 % of total investment amount received by CLIENT from the third party
investor.
4. TERM/TERMINATION. This Agreement is a quarterly agreement for the term
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of one [1] year and shall terminate automatically on January 2, 2002.
5. NON CIRCUMVENTION. In and for valuable consideration, CLIENT hereby
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agrees that TCI may introduce (whether by written, oral, data, or other
form of communication) CLIENT to one or more opportunities, including,
without limitation, existing or potential investors, lenders, borrowers,
trusts, natural persons, corporations, limited liability companies,
partnerships, unincorporated businesses, sole proprietorships and similar
entities (an ""Opportunity"" or ""Opportunities""). CLIENT further
acknowledges and agrees that the identity of the subject Opportunities, and
all other information concerning an Opportunity (including without
limitation, all mailing information, phone and fax numbers, email addresses
and other contact information) introduced hereunder are the property of
TCI, and shall be treated as confidential information by CLIENT, it
affiliates, officers, directors, shareholders, employees, agents,
representatives, successors and assigns. CLIENT shall not use such
information, except in the context of any arrangement with TCI in which TCI
is directly and actively involved, and never without TCI's prior written
approval. CLIENT further agrees that neither it nor its employees,
affiliates or assigns, shall enter into, or otherwise arrange (either for
it/him/herself, or any other person or entity) any business relationship,
contact any person regarding such Opportunity, either directly or
indirectly, or any of its affiliates, or accept any compensation or
advantage in relation to such Opportunity except as directly though TCI,
without the prior written approval of TCI. TCI is relying on CLIENT's
assent to these terms and their intent to be bound by the terms by evidence
of their signature. Without CLIENT's signed assent to these terms, TCI
would not introduce any Opportunity or disclose any confidential
information to CLIENT as herein described.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed, all as of the day and year first above written.
CLIENT:
THE COMPANY
By: /s/ ▇▇▇ Risk
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▇▇▇ Risk
Its: Executive Vice President
Address: ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Contact Person: ▇▇▇ Risk
TCI:
TRIBE COMMUNICATIONS, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Its: VP Marketing
Address: ▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Contact Person: ▇▇▇▇ ▇▇▇▇▇▇