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EXHIBIT 1.2
CONSULTING AGREEMENT
THIS AGREEMENT is made and entered into effective as of the 15th
day of January, 1997, by and between ▇▇▇▇▇▇ STEEL COMPANY, an Arizona
corporation ("Company"), and D. ▇▇▇▇▇▇ ▇▇▇▇▇▇ ("Consultant").
R E C I T A L S:
A. The Company is an Arizona closely-held corporation that wishes to
become publicly owned through the sale of shares to the public.
B. Consultant is experienced in the investment banking field and
familiar with the steps necessary to assist a closely-held business in becoming
a publicly held company.
C. The Company is willing to engage Consultant to perform consulting
services for its benefit and is willing to pay Consultant a reasonable fee for
those services.
D. The parties hereto desire to enter into this Agreement upon the
terms and conditions hereinafter set forth.
A G R E E M E N T S:
1. CONSULTING SERVICES. Consultant agrees to provide consulting
services to the Company relating to the Company's transition from a closely-held
corporation to a publicly held corporation including, but not limited to, the
following:
(a) Assisting the Company in developing its investment image;
(b) Interviewing and selecting investment bankers;
(c) Meeting with investment bankers, security analysts,
portfolio managers, stockbrokers, and traders;
(d) Assisting in determining the appropriate pricing for an
initial public offering;
(e) Being available for investor and due diligence meetings;
and
(f) Working with attorneys and investment bankers on
registration statement as needed.
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2. CONSULTING FEE. In consideration of Consultant's performance of
the services referred to in Paragraph 1 for the term hereof, the Company agrees
to pay to Consultant a consulting fee in an amount equal to one-half percent
(1/2%) of the capital raised in the public offering, payable as follows:
(a) FIFTEEN THOUSAND DOLLARS ($15,000.00) shall be payable
upon execution of this Agreement; and
(b) The remaining balance shall be due and payable upon
completion of the public offering.
3. TERM. The term of this Agreement shall commence on the date
hereof and continue for one (1) year, ending on January 15, 1998.
Notwithstanding anything else to the contrary herein, either party can terminate
this Agreement upon fourteen (14) days written notice to the other party.
4. CONFIDENTIAL INFORMATION. It is expressly understood and agreed
that all trade secrets and know-how of the Company are confidential and are the
sole property of the Company. Consultant shall have no right to possession of
such trade secrets and know-how other than in the discharge of its duties
hereunder. Consultant shall not divulge to third parties the content of any
trade secrets which may have been acquired by virtue of this Agreement. The
obligations provided for in this Paragraph 0 shall survive any termination of
this Agreement.
5. LIABILITY OF CONSULTANT. In the course of carrying out his duties
as obligated under this Agreement, Consultant shall be liable only for gross
negligence, bad faith or breach of an expressed provision of this Agreement, but
in all other respects, shall not be liable to the Company for any mistake of
judgment. If the Company becomes liable or responsible for the payment of any
debt, encumbrance, liability or judgment arising out of or resulting from
Consultant's performance under this Agreement, and the payment of such debt,
encumbrance, liability or a judgment did not arise through the gross negligence
or bad faith of Consultant, the Company shall indemnify Consultant for any and
all such expense.
6. INDEPENDENT CONTRACTOR STATUS. Consultant is providing services
to the Company only for the purposes and to the extent set forth in this
Agreement, and Consultant's relation to the Company shall at all times during
the term of this Agreement be that of an independent contractor. Consultant
shall not be considered as having employee status or as being entitled to
participate in any plans, arrangements, or distributions by the Company
pertaining to or in connection with any pension plan, stock plan, bonus plan,
profit sharing plan or similar plan or benefit for the Company's employees.
7. COST AND EXPENSES. The Company shall reimburse Consultant for
reasonable out-of-pocket costs and expenses incurred by Consultant in connection
with the
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performance of his duties as described herein; provided, however, before
incurring any costs and expenses relating to travel or entertainment, Consultant
shall obtain the prior written approval of the Company. Failure to obtain such
written approval before incurring such costs and expenses shall negate the
Company's responsibility for their reimbursement hereunder.
8. NOTICES. Any notices, statements, payments or other
communications by the parties hereto to the other party shall be directed to the
address set forth below:
If to the Company: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
If to Consultant: D. ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
9. ASSIGNMENTS. Neither party shall assign this Agreement or any
portion of the rights without the prior written consent of the other party
hereto.
10. BINDING EFFECT. This Agreement, and its terms and provisions,
shall be binding upon, and inure to, the benefit of the parties, their
successors, administrators, executors and assigns, except as otherwise provided
herein.
11. COMPLETE AGREEMENT. This Agreement sets forth all of the
covenants, agreements, conditions and understandings between the parties hereto,
and there are no covenants, promises, agreements, conditions or understandings,
either oral or written, between them other than as set forth herein, and those
agreements which are executed contemporaneously herewith. This Agreement cannot
be modified or changed except by a written instrument executed by all the
parties hereto.
12. CONSTRUCTION. This Agreement shall be construed in accordance
with and be governed by the laws of the State of Arizona.
IN WITNESS WHEREOF, the parties hereto have set their hands the day
and year first above written.
COMPANY:
▇▇▇▇▇▇ STEEL COMPANY, an Arizona
corporation
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By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
CONSULTANT:
/s/ D. ▇▇▇▇▇▇ ▇▇▇▇▇▇
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D. ▇▇▇▇▇▇ ▇▇▇▇▇▇
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