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CONSULTING AGREEMENT
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This agreement ("Agreement") is entered into, this 14th day of May, 1999 between
Steroidogenesis Inhibitors, International ("Company") and Lexxus ("Consultant").
WHEREAS, Consultant has experience in corporate acquisitions, corporate finance,
financial public relations, and knowledge in the development of secondary
trading markets and
WHEREAS, the Company desires to engage Consultant to assist in raising capital
through the Public Markets, developing secondary trading markets for the
Company's securities, and for advice on financial public relations and
investment banking matters.
NOW THEREFORE, the Company and Consultant agree as follows:
1. CONSULTANT'S SERVICES
Consultant will provide the Company consulting service for one year in
connection with the following matters:
o Assist in compiling such financial information along with any other "due
diligence" information that may be required to assist the Company in raising
Equity Capital.
o Assist in raising capital for the purpose of implementing the Company's
transitional and organizational business plan.
o Assume responsibility for communications and correspondence with brokers,
money Managers, and Investors as it relates to corporate developments.
o Develop additional brokers relations program.
o Provide sponsorship for the Company at Regional Investment Banker Syndicate
seminars and other Broker Dealer sponsorship meetings, as it is mutually
agreeable between the Company and the Consultant.
o Consult with the Company about it's present and future securities structure.
o Provide additional guidelines regarding stock distribution and shareholder
relations program.
o Assist in coordination of financial public relations, including the delivery
of one CFA report to the Company.
o Assist in writing and/or editing all new announcements and vetting them to the
shareholders, and appropriate wire services as well as the public at large.
o Participate in and coordinate road trips for Company executives to provide
introductions and information to brokers, investment bankers, financial
analysts, and money managers about the Company.
o Develop Broker Database followed by other "target" areas as considered
beneficial by the Company.
o Five Thousand dollars ($5,000.00) per month as a monthly retainer, payable in
cash or free trading stock, at the option of the Company.
o A ten percent Consulting Fee for any financing provided in the Company, plus
up to 3% in unaccountable expenses; or a five percent override for the
introduction of Financing through a Broker or as Investment Banker. The 10 per
cent commission can be paid in either cash or stock, or a combination thereof,
as determined by the consultant.
o Reimbursement of expenses on a Pre-approved basis by the CEO.
o Reimbursement of reasonable out of pocket expenses incurred by Consultant in
performance of the services contemplated by this Agreement.
o An incentive stock option, to be discussed as it relates to the Company's
reporting status with the SEC; i.e. based on the current availability, while
the Company is nonreporting and after fully reporting status is achieved.
3. INDEMNIFICATION
The Company agrees to indemnify and hold harmless Consultant and their agents
and employees against any losses, claims, damage or liabilities, joint or
several, to which Consultant or any other such person may become subject, under
the Act or otherwise, insofar as such losses, claims, damages or liabilities (or
actions, suits or proceedings in respect thereof) arise out of or are based upon
any untrue statement or alleged untrue statement of any material, or arising out
of or based upon the omission or alleged omission to state therein or necessary
to make the statements therein not misleading and will reimburse Consultant or
any such other person for any such legal or other expenses reasonably incurred
by Consultant or any such person in connection with investigation or defending
any such loss, claim, damage, liability or action, suit or proceeding provided,
however, that the Company will not be liable in any such case to the extent that
any such loss, claim damage or liability arises out of or is based upon an
untrue statement or alleged untrue statement in, or omission or alleged
omissions in reliance upon and in conformity with written information furnished
to the Company by Consultant specifically for use in preparations thereof. This
Indemnity agreement will be in addition to any liability which the Company may
otherwise have.
Consultant will indemnify and hold harmless the Company, each of it's directors,
each of it's officers, or persons, if any, who control the Company within the
meaning of the Act against any losses, claims, damages or liabilities to which
the Company or any such other person may become subject, under the Act or
otherwise, insofar as such losses, claims, damages, or liabilities to which the
Company or any such other person may become subject, under the Act or otherwise,
insofar as such losses, claims, damages, or liabilities (or actions, suits, or
proceedings in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of any material fact that may arise out of
or are based upon the omission to state therein a material fact that may arise
out of or are based upon the omission or the alleged omission to state therein
a material fact required to be stated therein or
necessary to make the statement therein not misleading, in each case to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omissions in reliance upon and in conformity
with written information furnished in the Company by the Consultant specifically
for use in the preparation thereof and will reimburse any legal or other
expenses reasonably incurred by the Company or any such other person in
connection with investigating or defending any such loss, claim, damage,
liability, or action, suit or proceeding. This Indemnity Agreement will be in
addition to any liability which the Consultant might have.
Promptly after receipt by an indemnified party under this section of notice of
the commencement of any action, suit or proceeding, such indemnified party will,
if a claim in respect thereof is to be made against an indemnifying party under
this section, notify the indemnifying party of the commencement thereof: But the
omission to so notify the indemnifying party will not relieve it from any
liability which it may have to any indemnified party otherwise than under this
section. In any case such action, suit or proceeding is brought against any
indemnified party and it notifies the indemnifying party of the commencement
thereof, the indemnifying party will be entitled to participate therein, and to
the extent may wish jointly with any other indemnifying party similarly
notified, to assume the defense thereof, with counsel satisfactory to such
indemnified party, and after notice from the indemnifying party to such
indemnifying party will not be liable to such indemnified party under this
section for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof other than reasonable
cost of investigation.
4. TERMINATION
This Agreement may be terminated by mutual agreement of the parties at any time
or by either party on thirty days written notice to the other party. The
provisions on Indemnification shall survive any termination of the Agreement by
either party.
5. COMPLETE AGREEMENT: MODIFICATION
This Agreement together with it's Exhibits, constitute the entire understanding
of the parties with respect to the matters it purports to cover, and no promise,
representation, or warranty other than those set out herein, shall be of any
force or effect. No modification or amendment of this Agreement shall be of any
force unless reduced to writing, signed by all of the record shareholders, and
deposited with the Corporation.
6. DESCRIPTIVE HEADINGS
The Descriptive Headings of this Agreement are for convenience only and shall
not control or affect the meaning or construction of any provision of this
Agreement.
7. COUNTERPARTS
This Agreement may be executed in any number of counterparts, and each such
counterpart hereof shall be deemed to be an original instrument, but all such
counterparts together shall constitute but one Agreement.
8. GOVERNING LAW AND VENUE
The interpretation and construction of this Agreement shall be governed by the
laws of the state of New York for the contracts made and to be performed in New
York. All obligations under this Agreement to purchase or sell shares or to give
notices for performance will be in New York, New York.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of this date first set forth herein.
Company _____________________ Consultant: _______________________
By: _________________________ By: _______________________________
Date: _______________________ Date: _____________________________