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EXHIBIT 10.16
FINANCIAL CONSULTING CONTRACT
This Agreement made ____________, by and between Aristo International
Corporation, a Delaware corporation, having its business address at ▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ (hereinafter the "Company") and ____________
________ (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. Consultant agrees, to the extent reasonably
required in the conduct of the business of the Company, to place at the
disposal of the Company his judgment and experience and to provide business
development services to the Company including the following:
(i) evaluate the Company's managerial and financial
requirements;
(ii) assist when requested by the Company in screening,
evaluating and recommending, directors, commercial and investment
bankers, underwriters, and other professional consultants;
(iii) assist in preparation of business plans; and
(iv) evaluate financial requirements and assist in arranging
financing sources.
2. Compensation. In consideration of Consultant's services, the Company
agrees to grant the Consultant a warrant, exercisable by the Consultant from
time to time after the first anniversary of the date of issuance and prior to
the fifth anniversary of the date of issuance, to purchase 100,000 shares of
the Company's Common Stock at an exercise price of $8.25 per share (the
"Warrant"). The Warrant will be evidenced by a warrant certificate which shall
contain customary terms, including provisions for "piggy-back" registration
rights, anti-dilution and conversion rights.
Consultant hereby accepts such compensation. The Company agrees to
reimburse Consultant for reasonable expenses incurred by the Consultant in
connection with services hereunder. All expenses in excess of $500.00 shall be
approved in advance by the Company in writing.
3. Liability of Consultant. In furnishing the Company with management
advice and other services as herein provided, the Consultant shall not 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.
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It is further understood and agreed that Consultant may rely upon
information furnished to him 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 the
Consultant.
4. 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 or represent the Company.
5. Other Activities of Consultant. The Company recognizes that Consultant
now renders and may continue to render management and financial consulting and
other services to other companies which may or may not have policies and
conduct activities similar to those of the Company. Consultant shall be free to
render such advice and other services and the Company hereby consents thereto.
Consultant shall not be required to devote his full time and attention to the
performance of his duties under this Agreement, but shall devote only so much
of his time and attention as he deems reasonable or necessary for such
purposes.
6. 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.
7. Term. Consultant's retention hereunder shall be for a term of two
years commencing _________________.
8. Assignment. Consultant may not assign this Agreement without the prior
written consent of the Company.
9. Confidentiality. Consultant shall treat all documents, financial
statements, reports and other information delivered pursuant to this agreement
on a confidential basis, with the same degree of care he treats similar
information of other companies with which he has financial consulting
relationships.
10. Miscellaneous. This Agreement sets forth the entire agreement and
understanding between the parties and supersedes all prior discussions,
agreements and understanding of every and any nature between them. This
Agreement is executed in and shall be construed and interpreted according to
the laws of the State of New York.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be signed
on the day and year first above written.
ARISTO INTERNATIONAL CORPORATION
By:
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Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: President & C.E.O.
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[Consultant]