EXHIBIT 4(a)
CONSULTING AGREEMENT
This Agreement is made and entered into this 20th day of August, 1997, by and
between CREATIVE BUSINESS STRATEGIES, INC., ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (the "Consultant"), and Enhanced Services, Inc. (the
"Company"), with its principal place of business located at ▇▇▇▇▇ ▇▇▇▇▇▇'▇ ▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.
R E C I T A L S
WHEREAS, the Consultant, through its partners and affiliates, has broad
experience in providing technical and economic advice concerning business
development; and the Consultant is willing to consult with the Company and
render advice to the Company to achieve the Company's goals through various
business combinations including, but not limited to, mergers/acquisitions, joint
ventures, licensing, and corporate partnerships; and through its associates,
management information systems, operating systems, financial controls, and
strategic planning.
WHEREAS, the Company desires to obtain such services from Consultant and
the Company agrees to provide compensation for such services to Consultant
pursuant to the terms contained herein below.
NOW, THEREFORE, the parties do hereinafter agree as follows:
1. DUTIES OF CONSULTANT. The Company hereby retains the Consultant to
perform those duties delineated below and Consultant agrees to perform the
following activities on behalf of the Company:
(a) Revise and make recommendations to the Company's business plan and
to prepare a summary of said plan, if deemed necessary by Consultant and
Company;
(b) Assist in analysis of the Company's financial statements, their
form and content;
(c) Analyze existing corporate organization and structure. Make
recommendations to the Company's management regarding acquisitions, mergers, and
through its associates, management information systems, operating systems,
financial controls, and strategic planning.
These specific objectives may be altered, modified or revised based on
Company's needs or new developments. Said services shall not relate to any
capital raising transaction.
2. COMPENSATION OF CONSULTANT.
(a) In consideration for the services to be provided by Consultant
pursuant to this Agreement, the Company will issue Consultant Common Stock
Purchase Warrants representing the right to acquire up to 65,000 shares of the
Company's common stock at an exercise price and vesting schedule as follows:
WARRANTS EXERCISE DATE STRIKE PRICE
12,500 Commencement of Contract $2.00
12,500 3 months from Commencement 2.50
12,500 6 months from Commencement 3.00
12,500 9 months from Commencement 4.00
15,000 12 months from Commencement 80% of average trading
price during the final
3 months of contract
The shares underlying said option shall be registered for a period of one year
from the effective registration date pursuant to Form S-8 or other applicable
registration form by the Company at its expense within ten (10) days of the date
of this Agreement.
(b) In connection with the preparation and filing of the Registration
Statement, the Company agrees to (i) use its bests efforts to cause such
Registration Statement to become and remain effective; (ii) prepare and file
with the SEC such amendments and supplements to such Registration Statement as
may be necessary to keep such Registration Statement effective for the entire
period warrants remain outstanding; (iii) furnish to the Consultant such number
of copies of a prospectus, in conformity with the requirements of the Act, and
such other documents as Consultant may reasonably request in order to facilitate
the disposition of the shares of Common Stock; and (iv) use its best efforts, at
the Consultant's request, to register and qualify the shares of such states that
Consultant gives notice to the Company, provided, however, that the Company
shall not be required in connection therewith to (i) qualify generally to do
business in any jurisdiction where it would not otherwise be required to
qualify, (ii) subject itself to any tax or obligation to collect any tax in any
such jurisdiction, or (iii) consent to general services or process in such
jurisdiction. The Consultant agrees to cooperate in all reasonable respects with
the preparation and filing of the Registration Statement.
(c) All fees and other expenses incurred in connection with the
registration of the shares of Common Stock underlying the Warrants shall be
borne by the Company, including, without limitation, fees of the Company's legal
counsel, Securities and Exchange Commission filing fees, printing costs,
accounting fees and costs, transfer agent fees and any other miscellaneous costs
and disbursements. The Consultant shall be liable for any and all underwriting
discounts, brokerage commissions or other fees or expenses incurred in
connection with the sale or other disposition by the Consultant of the shares of
Common Stock covered by the Registration Statement.
(d) To the extent permitted by law, the Company will indemnify and hold
harmless Consultant, including its officers, directors, employees, agents, and
representatives, against any losses, claims, damages, liabilities, or expenses,
including without limitation attorney's fees and disbursements, to which
Consultant may become subject under the Act to the extent that such losses,
claims, damages or liabilities arise out of or are based upon any violation by
the Company of the Act or under the Securities Exchange Act of 1934, or any rule
or regulation promulgated thereunder applicable to the Company, or arises out of
or are based upon any untrue or alleged untrue statement of any material fact
contained in the Registration Statement, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, or
arise out of any violation by the Company of any rule or regulation promulgated
under the Act applicable to the Company and relating to action or inaction
required of the Company in connection with such Registration Statement;
provided, however, that such indemnity contained in this paragraph shall not
apply to any loss, damage or liability to the extent that same arises out of or
is based upon an untrue statement or omission made in connection with such
Registration Statement in reliance upon and in conformity with information
furnished in writing expressly for use in connection with such Registration
Statement by Consultant.
(e) Consultant shall receive an additional fee, equal to 5% of the total
value of any merger, other acquisition, or transaction completed by Company with
a party that was referred by Consultant, including any cash, debt assumed,
notes, stock, or property, and all deferred payments, whether or not contingent
on future earnings, resulting from the transaction during the 12 months
following the closing of such a transaction.
(f) Company agrees that it is solely responsible for any compensation to
Consultant pursuant to paragraph 2(e). In the event CBS agrees to take
securities or other non-cash compensation, the Company agrees to pay CBS an
amount in cash sufficient to pay CBS's taxes on said compensation.
(g) It is specifically acknowledged and understood by the parties hereto
that Consultant is not a licensed broker-dealer, is not licensed by the National
Association of Securities Dealers, Inc. ("NASD"), or any other state or federal
agency, nor is Consultant engaged in fund raising activities for its own account
or for the account of others.
3. PROCEDURE FOR PAYMENT OF CONSULTING FEES. Except for the issuance of
the warrants as described above, all fees and other compensation due Consultant
herein shall be tendered at the closing of the applicable merger or other
transaction in certified funds. Prior to such closing, the company shall provide
written instructions to the closing agent (i.e. bank, investment banking entity,
attorney, or such other entity which is responsible for arranging such closing
and disseminating applicable funds to the Company), which shall include a
complete description of the compensation due Consultant herein. A copy of such
instructions shall also be provided to Consultant and Consultant shall confirm
the balance of compensation due to it by providing written confirmation to such
closing agent prior to closing. In the event Consultant and Company do not agree
in writing on said compensation prior to closing, then Company agrees not to
complete said closing.
4. PAYMENT OF CONSIDERATION AFTER TERMINATION. The Company agrees, in
return for an introduction that results in any business transaction acceptable
to the Company with a party referred by Consultant, or any other source that can
be directly or indirectly tracked back to an introduction from Consultant, that
Company will compensate Consultant per paragraph 2 above. If this agreement is
terminated by either party and any relevant merger, acquisition or transaction
is consummated, under contract or negotiation with any directly or indirectly
referred party by the Company within twenty-four (24) months after such
termination, the Company hereby acknowledges that Consultant shall be entitled
to all compensation due herein.
5. OBLIGATIONS OF COMPANY. The Company will provide Consultant with
copies of all correspondence exchanged between Company and any third party
referred by Consultant, either directly or indirectly, and Company will, in
general, keep Consultant apprised in a timely fashion of the nature of any such
proposed transactions between Company and any third party referred or introduced
by Consultant.
6. PRIOR RELATIONSHIPS. This Agreement will not apply to a candidate
which Consultant refers to Company if Company is currently engaged in
negotiations prior to Consultant's referral. Company will notify Consultant in
writing within three (3) days of any proposed introduction Consultant makes to
Company with which Company is currently negotiating.
7. RESTRICTIVE COVENANTS. The following restrictive convenants shall be
in full force and effect for a period of two (2) years after this Agreement has
been terminated:
(a) Consultant will take all action necessary to insure that all
information provided by the Company to Consultant shall be kept in strictest
confidence by Consultant; and
(b) During the term of this restrictive covenant, Consultant agrees not
to, directly or indirectly, solicit any of the Company's clients for any other
entity other than on behalf of the Company.
8. MANDATORY ARBITRATION. Any controversy or claim arising out of or
relating to this Agreement, or the breach thereof, shall be settled by
arbitration in accordance with the Commercial Arbitration Rules of the American
Arbitration Association, and judgment upon the award rendered by the
arbitrator(s) may be entered in any court having jurisdiction thereof. In the
event Consultant utilizes an attorney in order to collect its fees and
Consultant prevails then the Company shall reimburse Consultant for the costs of
said action including but not limited to reasonable attorneys fees.
9. TERM. The initial term of this Agreement is for a twelve (12) month
period and may be terminated by either party upon thirty (30) days advance
written notice to the other party prior to the expiration of this primary term.
Otherwise, this Agreement shall renew itself for an additional term of like
duration. Termination of this Agreement shall not terminate Consultant's fee or
stock compensation, if earned during the period of this Agreement.
10. AUTHORITY TO ACT. The Company hereby represents and warrants that
the individual who executes this Agreement on behalf of the Company has been
granted the requisite authority to do so by the Company.
11. INDEMNIFICATION. Company will indemnify and hold Consultant and its
employees harmless from any and all claims arising from its activities as
financial consultant to Company, except in the event the actions or inactions of
the Consultant are deemed to involve gross negligence. Such indemnification
shall include, but not be limited to, Consultant's attorneys fees.
12. NOTICE. Any notice required hereunder shall be complete upon
certified mailing to that party at the address appearing herein, or at the
address which shall from time to time be provided to the other party. The
parties shall notify the other of any alteration or change in address
hereinafter occurring.
13. COUNTERPARTS. This Agreement may be executed in multiple
counterparts. Each executed counterpart shall be considered an original, and
taken together, shall constitute one and the same document. Any signature,
notice or other communication with respect to the subject matter hereof may be
given by telex, telecopy or other facsimile transmission and relied upon to the
same extent as if it were an original.
14. SEVERABILITY. If any provision, paragraph or subparagraph of this
Agreement is adjudged by any court to be void or unenforceable in whole or in
part, this adjudication shall not affect the validity of the remainder of the
Agreement, including any other provision, paragraph or subparagraph. Each
provision, paragraph or subparagraph of this Agreement is separable from every
other provision, paragraph and subparagraph and constitutes a separate and
distinct covenant.
15. GOVERNING LAW. This Agreement shall be subject to and governed by
the laws of the State of Colorado.
16. AMENDMENT. This Agreement may only be amended in writing, duly
endorsed by the parties hereto.
IN WITNESS WHEREOF the parties have executed this Agreement, effective
the date first written above.
COMPANY: ENHANCED SERVICES, INC.
CONSULTANT: CREATIVE BUSINESS STRATEGIES, INC.
By: ▇▇▇ ▇▇▇▇▇▇▇ By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title:President Title: Chairman
ENHANCED SERVICES COMPANY, INC.
WARRANT CERTIFICATE
Warrant No. 97-5 Warrant for 12,500 shares of Common Stock,
$.001 par value
THIS WARRANT CERTIFIES THAT, for value received,) Creative Business
Strategies, Inc., Boulder, Colorado ("CBS"), is the registered owner of a
Warrant entitling CBS, subject to the terms and conditions hereinafter set
forth, to subscribe for, purchase and receive 12,500 fully paid and
non-assessable shares of Common Stock, $.001 par value (the "Common Stock"), of
Enhanced Services Company, Inc., a Colorado corporation (the "Company"), subject
to modification and adjustment as set forth herein, upon the presentation and
surrender of this Warrant Certificate at any time prior to the Expiration Date
(as hereinafter defined), at the business office of the Company, and upon
payment therefor of the exercise price ("Exercise Price") of $2.00 per share of
Common Stock, subject to modification and adjustment as set forth herein. If the
rights represented hereby shall not be exercised at or before the Expiration
Date, this Warrant shall become and be void without further force or effect, and
all rights represented hereby shall cease and expire.
This Warrant Certificate and the Warrant represented thereby are issued
pursuant to, and is subject in all respects to the terms and conditions set
forth in the Wall Street Financial 1997 Consulting and Warrant Compensation
Agreement between the Company and CBS dated August 20, 1997 (the "Agreement"),
to which reference is hereby made for the provisions hereof. Unless the context
indicates otherwise, capitalized terms used herein without definition shall have
the meaning ascribed to them in the Agreement.
II-26
1. TERM OF WARRANT. The rights evidenced by this Warrant Certificate may
be exercised in whole or in part at any time, commencing upon the issuance
hereof and ending at 5:00 o'clock p.m., Central Time on August 19, 1998 unless
the Company agrees in writing to a later date ("Expiration Date"), except that,
the Warrants shall terminate in the event that the Agreement is terminated for
Cause.
2. ADJUSTMENTS OF EXERCISE PRICE AND SHARES. If, and to the extent that,
the number of issued shares of Common Stock of the Company shall be increased or
reduced by change in par value, split up, reclassification, distribution of a
dividend payable in stock, or the like, the number of shares subject to the
Warrant and the exercise price per share shall be proportionately adjusted. If
the Company is reorganized or consolidated or merged with another corporation,
CBS shall be entitled to receive warrants covering shares of such reorganized,
consolidated or merged company in the same proportion, at an equivalent price
and subject to the same conditions as the Warrant. Upon the happening of any
event requiring an adjustment of the exercise price or the number of shares
subject to this Warrant hereunder, the Company shall forthwith give written
notice thereto to CBS stating the adjusted exercise price and the adjusted
number of shares purchasable upon the exercise hereof resulting from such event
and setting forth in reasonable detail the method of calculation and the facts
upon which such calculation is based.
3. MANNER OF EXERCISE. CBS may exercise all or any whole number of such
Warrants prior to the Expiration Date in the manner stated herein. CBS must
provide the Company with not less than two (2) business days' prior written
notice prior to the exercise of any of the Warrant. The Exercise Price shall be
payable in lawful money of the United States of America. On exercise, this
Warrant Certificate, together with the purchase form provided herein duly
executed by CBS, plus payment of the Exercise Price in cash or by certified
check payable to the order of the Company, shall be surrendered to the Company.
Upon partial exercise of the rights evidenced by this Warrant Certificate, there
shall be issued to CBS a new Warrant Certificate evidencing any unexercised
rights.
4. RESERVATION OF COMMON STOCK. The Company agrees that the number of
shares of Common Stock sufficient to provide for the exercise of the Warrant
upon the basis herein set forth will at all times during the term of this
Warrant be reserved for the exercise thereof.
5. ISSUANCE OF COMMON STOCK UPON EXERCISE. The Company, at its expense,
shall cause to be issued, as soon as practicable, but not later than ten (10)
days after exercise of this Warrant, a certificate or certificates in the name
of CBS reflecting the number of shares of Common Stock to which CBS is entitled
upon such exercise. All shares of Common Stock or other securities delivered
upon the exercise of the Warrants shall be validly issued, fully paid and
non-assessable.
6. NO RIGHT AS STOCKHOLDER. CBS is not, by virtue of ownership of the
Warrant, entitled to any rights whatsoever of a stockholder of the Company.
7. REDEMPTION. The Company shall not have the right to redeem this
Warrant.
8. ASSIGNMENT. This Warrant MAY NOT be transferred or assigned by CBS
without the Company's prior written approval (which, in its absolute discretion,
it may decline), and any purported transfer or assignment made without the
Company's prior written approval shall be void.
ENHANCED SERVICES COMPANY, INC.
Date: August 20, 1997 By: _________________________________
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, President
ENHANCED SERVICES COMPANY, INC.
WARRANT CERTIFICATE
Warrant No. 97-6 Warrant for 12,500 shares of Common Stock,
$.001 par value
THIS WARRANT CERTIFIES THAT, for value received,) Creative Business
Strategies, Inc., Boulder, Colorado ("CBS"), is the registered owner of a
Warrant entitling CBS, subject to the terms and conditions hereinafter set
forth, to subscribe for, purchase and receive 12,500 fully paid and
non-assessable shares of Common Stock, $.001 par value (the "Common Stock"), of
Enhanced Services Company, Inc., a Colorado corporation (the "Company"), subject
to modification and adjustment as set forth herein, upon the presentation and
surrender of this Warrant Certificate at any time prior to the Expiration Date
(as hereinafter defined), at the business office of the Company, and upon
payment therefor of the exercise price ("Exercise Price") of $2.50 per share of
Common Stock, subject to modification and adjustment as set forth herein. If the
rights represented hereby shall not be exercised at or before the Expiration
Date, this Warrant shall become and be void without further force or effect, and
all rights represented hereby shall cease and expire.
This Warrant Certificate and the Warrant represented thereby are issued
pursuant to, and is subject in all respects to the terms and conditions set
forth in the Wall Street Financial 1997 Consulting and Warrant Compensation
Agreement between the Company and CBS dated August 20, 1997 (the "Agreement"),
to which reference is hereby made for the provisions hereof. Unless the context
indicates otherwise, capitalized terms used herein without definition shall have
the meaning ascribed to them in the Agreement.
1. TERM OF WARRANT. The rights evidenced by this Warrant Certificate
may be exercised in whole or in part at any time, commencing November 20, 1997
and ending at 5:00 o'clock p.m., Central Time on August 19, 1998 unless the
Company agrees in writing to a later date ("Expiration Date"), except that, the
Warrants shall terminate in the event that the Agreement is terminated for
Cause.
2. ADJUSTMENTS OF EXERCISE PRICE AND SHARES. If, and to the extent that,
the number of issued shares of Common Stock of the Company shall be increased or
reduced by change in par value, split up, reclassification, distribution of a
dividend payable in stock, or the like, the number of shares subject to the
Warrant and the exercise price per share shall be proportionately adjusted. If
the Company is reorganized or consolidated or merged with another corporation,
CBS shall be entitled to receive warrants covering shares of such reorganized,
consolidated or merged company in the same proportion, at an equivalent price
and subject to the same conditions as the Warrant. Upon the happening of any
event requiring an adjustment of the exercise price or the number of shares
subject to this Warrant hereunder, the Company shall forthwith give written
notice thereto to CBS stating the adjusted exercise price and the adjusted
number of shares purchasable upon the exercise hereof resulting from such event
and setting forth in reasonable detail the method of calculation and the facts
upon which such calculation is based.
3. MANNER OF EXERCISE. CBS may exercise all or any whole number of such
Warrants prior to the Expiration Date in the manner stated herein. CBS must
provide the Company with not less than two (2) business days' prior written
notice prior to the exercise of any of the Warrant. The Exercise Price shall be
payable in lawful money of the United States of America. On exercise, this
Warrant Certificate, together with the purchase form provided herein duly
executed by CBS, plus payment of the Exercise Price in cash or by certified
check payable to the order of the Company, shall be surrendered to the Company.
Upon partial exercise of the rights evidenced by this Warrant Certificate, there
shall be issued to CBS a new Warrant Certificate evidencing any unexercised
rights.
4. RESERVATION OF COMMON STOCK. The Company agrees that the number of
shares of Common Stock sufficient to provide for the exercise of the Warrant
upon the basis herein set forth will at all times during the term of this
Warrant be reserved for the exercise thereof.
5. ISSUANCE OF COMMON STOCK UPON EXERCISE. The Company, at its expense,
shall cause to be issued, as soon as practicable, but
not later than ten (10) days after exercise of this Warrant, a certificate or
certificates in the name of CBS reflecting the number of shares of Common Stock
to which CBS is entitled upon such exercise. All shares of Common Stock or other
securities delivered upon the exercise of the Warrants shall be validly issued,
fully paid and non-assessable.
6. NO RIGHT AS STOCKHOLDER. CBS is not, by virtue of ownership of the
Warrant, entitled to any rights whatsoever of a stockholder of the Company.
7. REDEMPTION. The Company shall not have the right to redeem this
Warrant.
8. ASSIGNMENT. This Warrant MAY NOT be transferred or assigned by CBS
without the Company's prior written approval (which, in its absolute discretion,
it may decline), and any purported transfer or assignment made without the
Company's prior written approval shall be void.
ENHANCED SERVICES COMPANY, INC.
Date: August 20, 1997 By: _________________________________
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, President
ENHANCED SERVICES COMPANY, INC.
WARRANT CERTIFICATE
Warrant No. 97-7 Warrant for 12,500 shares of Common Stock,
$.001 par value
THIS WARRANT CERTIFIES THAT, for value received,) Creative Business
Strategies, Inc., Boulder, Colorado ("CBS"), is the registered owner of a
Warrant entitling CBS, subject to the terms and conditions hereinafter set
forth, to subscribe for, purchase and receive 12,500 fully paid and
non-assessable shares of Common Stock, $.001 par value (the "Common Stock"), of
Enhanced Services Company, Inc., a Colorado corporation (the "Company"), subject
to modification and adjustment as set forth herein, upon the presentation and
surrender of this Warrant Certificate at any time prior to the Expiration Date
(as hereinafter defined), at the business office of the Company, and upon
payment therefor of the exercise price ("Exercise Price") of $3.00 per share of
Common Stock, subject to modification and adjustment as set forth herein. If the
rights represented hereby shall not be exercised at or before the Expiration
Date, this Warrant shall become and be void without further force or effect, and
all rights represented hereby shall cease and expire.
This Warrant Certificate and the Warrant represented thereby are issued
pursuant to, and is subject in all respects to the terms and conditions set
forth in the Wall Street Financial 1997 Consulting and Warrant Compensation
Agreement between the Company and CBS dated August 20, 1997 (the "Agreement"),
to which reference is hereby made for the provisions hereof. Unless the context
indicates otherwise, capitalized terms used herein without definition shall have
the meaning ascribed to them in the Agreement.
II-32
1. TERM OF WARRANT. The rights evidenced by this Warrant Certificate may
be exercised in whole or in part at any time, commencing February 20, 1998 and
ending at 5:00 o'clock p.m., Central Time on August 19, 1998 unless the Company
agrees in writing to a later date ("Expiration Date"), except that, the Warrants
shall terminate in the event that the Agreement is terminated for Cause.
2. ADJUSTMENTS OF EXERCISE PRICE AND SHARES. If, and to the extent that,
the number of issued shares of Common Stock of the Company shall be increased or
reduced by change in par value, split up, reclassification, distribution of a
dividend payable in stock, or the like, the number of shares subject to the
Warrant and the exercise price per share shall be proportionately adjusted. If
the Company is reorganized or consolidated or merged with another corporation,
CBS shall be entitled to receive warrants covering shares of such reorganized,
consolidated or merged company in the same proportion, at an equivalent price
and subject to the same conditions as the Warrant. Upon the happening of any
event requiring an adjustment of the exercise price or the number of shares
subject to this Warrant hereunder, the Company shall forthwith give written
notice thereto to CBS stating the adjusted exercise price and the adjusted
number of shares purchasable upon the exercise hereof resulting from such event
and setting forth in reasonable detail the method of calculation and the facts
upon which such calculation is based.
3. MANNER OF EXERCISE. CBS may exercise all or any whole number of such
Warrants prior to the Expiration Date in the manner stated herein. CBS must
provide the Company with not less than two (2) business days' prior written
notice prior to the exercise of any of the Warrant. The Exercise Price shall be
payable in lawful money of the United States of America. On exercise, this
Warrant Certificate, together with the purchase form provided herein duly
executed by CBS, plus payment of the Exercise Price in cash or by certified
check payable to the order of the Company, shall be surrendered to the Company.
Upon partial exercise of the rights evidenced by this Warrant Certificate, there
shall be issued to CBS a new Warrant Certificate evidencing any unexercised
rights.
4. RESERVATION OF COMMON STOCK. The Company agrees that the number of
shares of Common Stock sufficient to provide for the exercise of the Warrant
upon the basis herein set forth will at all times during the term of this
Warrant be reserved for the exercise thereof.
5. ISSUANCE OF COMMON STOCK UPON EXERCISE. The Company, at its expense,
shall cause to be issued, as soon as practicable, but not later than ten (10)
days after exercise of this Warrant, a certificate or certificates in the name
of CBS reflecting the number of shares of Common Stock to which CBS is entitled
upon such exercise. All shares of Common Stock or other securities delivered
upon the exercise of the Warrants shall be validly issued, fully paid and
non-assessable.
6. NO RIGHT AS STOCKHOLDER. CBS is not, by virtue of ownership of the
Warrant, entitled to any rights whatsoever of a stockholder of the Company.
7. REDEMPTION. The Company shall not have the right to redeem this
Warrant.
8. ASSIGNMENT. This Warrant MAY NOT be transferred or assigned by CBS
without the Company's prior written approval (which, in its absolute discretion,
it may decline), and any purported transfer or assignment made without the
Company's prior written approval shall be void.
ENHANCED SERVICES COMPANY, INC.
Date: August 20, 1997 By: _________________________________
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, President
ENHANCED SERVICES COMPANY, INC.
WARRANT CERTIFICATE
Warrant No. 97-8 Warrant for 12,500 shares of Common Stock,
$.001 par value
THIS WARRANT CERTIFIES THAT, for value received,) Creative Business
Strategies, Inc., Boulder, Colorado ("CBS"), is the registered owner of a
Warrant entitling CBS, subject to the terms and conditions hereinafter set
forth, to subscribe for, purchase and receive 12,500 fully paid and
non-assessable shares of Common Stock, $.001 par value (the "Common Stock"), of
Enhanced Services Company, Inc., a Colorado corporation (the "Company"), subject
to modification and adjustment as set forth herein, upon the presentation and
surrender of this Warrant Certificate at any time prior to the Expiration Date
(as hereinafter defined), at the business office of the Company, and upon
payment therefor of the exercise price ("Exercise Price") of $4.00 per share of
Common Stock, subject to modification and adjustment as set forth herein. If the
rights represented hereby shall not be exercised at or before the Expiration
Date, this Warrant shall become and be void without further force or effect, and
all rights represented hereby shall cease and expire.
This Warrant Certificate and the Warrant represented thereby are issued
pursuant to, and is subject in all respects to the terms and conditions set
forth in the Wall Street Financial 1997 Consulting and Warrant Compensation
Agreement between the Company and CBS dated August 20, 1997 (the "Agreement"),
to which reference is hereby made for the provisions hereof. Unless the context
indicates otherwise, capitalized terms used herein without definition shall have
the meaning ascribed to them in the Agreement.
1. TERM OF WARRANT. The rights evidenced by this Warrant Certificate
may be exercised in whole or in part at any time, commencing May 20, 1998 and
ending at 5:00 o'clock p.m., Central Time on August 19, 1998 unless the Company
agrees in writing to a
later date ("Expiration Date"), except that, the Warrants shall terminate in the
event that the Agreement is terminated for Cause.
2. ADJUSTMENTS OF EXERCISE PRICE AND SHARES. If, and to the extent that,
the number of issued shares of Common Stock of the Company shall be increased or
reduced by change in par value, split up, reclassification, distribution of a
dividend payable in stock, or the like, the number of shares subject to the
Warrant and the exercise price per share shall be proportionately adjusted. If
the Company is reorganized or consolidated or merged with another corporation,
CBS shall be entitled to receive warrants covering shares of such reorganized,
consolidated or merged company in the same proportion, at an equivalent price
and subject to the same conditions as the Warrant. Upon the happening of any
event requiring an adjustment of the exercise price or the number of shares
subject to this Warrant hereunder, the Company shall forthwith give written
notice thereto to CBS stating the adjusted exercise price and the adjusted
number of shares purchasable upon the exercise hereof resulting from such event
and setting forth in reasonable detail the method of calculation and the facts
upon which such calculation is based.
3. MANNER OF EXERCISE. CBS may exercise all or any whole number of such
Warrants prior to the Expiration Date in the manner stated herein. CBS must
provide the Company with not less than two (2) business days' prior written
notice prior to the exercise of any of the Warrant. The Exercise Price shall be
payable in lawful money of the United States of America. On exercise, this
Warrant Certificate, together with the purchase form provided herein duly
executed by CBS, plus payment of the Exercise Price in cash or by certified
check payable to the order of the Company, shall be surrendered to the Company.
Upon partial exercise of the rights evidenced by this Warrant Certificate, there
shall be issued to CBS a new Warrant Certificate evidencing any unexercised
rights.
4. RESERVATION OF COMMON STOCK. The Company agrees that the number of
shares of Common Stock sufficient to provide for the exercise of the Warrant
upon the basis herein set forth will at all times during the term of this
Warrant be reserved for the exercise thereof.
5. ISSUANCE OF COMMON STOCK UPON EXERCISE. The Company, at
its expense, shall cause to be issued, as soon as practicable, but not later
than ten (10) days after exercise of this Warrant, a certificate or certificates
in the name of CBS reflecting the number of shares of Common Stock to which CBS
is entitled upon such exercise. All shares of Common Stock or other securities
delivered upon the exercise of the Warrants shall be validly issued, fully paid
and non-assessable.
6. NO RIGHT AS STOCKHOLDER. CBS is not, by virtue of ownership of the
Warrant, entitled to any rights whatsoever of a stockholder of the Company.
7. REDEMPTION. The Company shall not have the right to redeem this
Warrant.
8. ASSIGNMENT. This Warrant MAY NOT be transferred or assigned by CBS
without the Company's prior written approval (which, in its absolute discretion,
it may decline), and any purported transfer or assignment made without the
Company's prior written approval shall be void.
ENHANCED SERVICES COMPANY, INC.
Date: August 20, 1997 By: _________________________________
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, President
ENHANCED SERVICES COMPANY, INC.
WARRANT CERTIFICATE
Warrant No. 97-9 Warrant for 15,000 shares of Common Stock,
$.001 par value
THIS WARRANT CERTIFIES THAT, for value received,) Creative Business
Strategies, Inc., Boulder, Colorado ("CBS"), is the registered owner of a
Warrant entitling CBS, subject to the terms and conditions hereinafter set
forth, to subscribe for, purchase and receive 15,000 fully paid and
non-assessable shares of Common Stock, $.001 par value (the "Common Stock"), of
Enhanced Services Company, Inc., a Colorado corporation (the "Company"), subject
to modification and adjustment as set forth herein, upon the presentation and
surrender of this Warrant Certificate at any time prior to the Expiration Date
(as hereinafter defined), at the business office of the Company, and upon
payment therefor of the Exercise Price (hereinafter defined) per share of Common
Stock, subject to modification and adjustment as set forth herein. If the rights
represented hereby shall not be exercised at or before the Expiration Date, this
Warrant shall become and be void without further force or effect, and all rights
represented hereby shall cease and expire.
This Warrant Certificate and the Warrant represented thereby are issued
pursuant to, and is subject in all respects to the terms and conditions set
forth in the Wall Street Financial 1997 Consulting and Warrant Compensation
Agreement between the Company and CBS dated August 20, 1997 (the "Agreement"),
to which reference is hereby made for the provisions hereof. Unless the context
indicates otherwise, capitalized terms used herein without definition shall have
the meaning ascribed to them in the Agreement.
1. TERM OF WARRANT. The rights evidenced by this Warrant Certificate may
be exercised in whole or in part at any time, commencing August 20, 1998 and
ending at 5:00 o'clock p.m., Central Time on August 19, 1999 unless the Company
agrees in writing to a later date ("Expiration Date"), except that, the Warrants
shall terminate in the event that the Agreement is terminated for Cause.
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2. EXERCISE PRICE. The Exercise Price shall be the average of the high
and low bid and asked sales price, for the Company's common stock, as reported
on the SmallCap Market of NASDAQ or, if not so reported, as reported in the
over-the-counter market in accordance with quotations provided by National
Quotation Bureau, Inc. or similar service, during the three month period ending
on the close of business on August 19, 1998.
2. ADJUSTMENTS OF EXERCISE PRICE AND SHARES. If, and to the extent that,
the number of issued shares of Common Stock of the Company shall be increased or
reduced by change in par value, split up, reclassification, distribution of a
dividend payable in stock, or the like, the number of shares subject to the
Warrant and the exercise price per share shall be proportionately adjusted. If
the Company is reorganized or consolidated or merged with another corporation,
CBS shall be entitled to receive warrants covering shares of such reorganized,
consolidated or merged company in the same proportion, at an equivalent price
and subject to the same conditions as the Warrant. Upon the happening of any
event requiring an adjustment of the exercise price or the number of shares
subject to this Warrant hereunder, the Company shall forthwith give written
notice thereto to CBS stating the adjusted exercise price and the adjusted
number of shares purchasable upon the exercise hereof resulting from such event
and setting forth in reasonable detail the method of calculation and the facts
upon which such calculation is based.
3. MANNER OF EXERCISE. CBS may exercise all or any whole number of such
Warrants prior to the Expiration Date in the manner stated herein. CBS must
provide the Company with not less than two (2) business days' prior written
notice prior to the exercise of any of the Warrant. The Exercise Price shall be
payable in lawful money of the United States of America. On exercise, this
Warrant Certificate, together with the purchase form provided herein duly
executed by CBS, plus payment of the Exercise Price in cash or by certified
check payable to the order of the Company, shall be surrendered to the Company.
Upon partial exercise of the rights evidenced by this Warrant Certificate, there
shall be issued to CBS a new Warrant Certificate evidencing any unexercised
rights.
II-35
4. RESERVATION OF COMMON STOCK. The Company agrees that the number of
shares of Common Stock sufficient to provide for the exercise of the Warrant
upon the basis herein set forth will at all times during the term of this
Warrant be reserved for the exercise thereof.
5. ISSUANCE OF COMMON STOCK UPON EXERCISE. The Company, at its expense,
shall cause to be issued, as soon as practicable, but not later than ten (10)
days after exercise of this Warrant, a certificate or certificates in the name
of CBS reflecting the number of shares of Common Stock to which CBS is entitled
upon such exercise. All shares of Common Stock or other securities delivered
upon the exercise of the Warrants shall be validly issued, fully paid and
non-assessable.
6. NO RIGHT AS STOCKHOLDER. CBS is not, by virtue of ownership of the
Warrant, entitled to any rights whatsoever of a stockholder of the Company.
7. REDEMPTION. The Company shall not have the right to redeem this
Warrant.
8. ASSIGNMENT. This Warrant MAY NOT be transferred or assigned by CBS
without the Company's prior written approval (which, in its absolute discretion,
it may decline), and any purported transfer or assignment made without the
Company's prior written approval shall be void.
ENHANCED SERVICES COMPANY, INC.
Date: August 20, 1997 By: _________________________________
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, President