STRATEGIC GROWTH
INTERNATIONAL, INC.
FINANCIAL CONSULTING
AGREEMENT
between
CAVION.COM
and
STRATEGIC GROWTH INTERNATIONAL, INC.
July 21, 2000
Agreement between Cavion.com ("the Company") and Strategic Growth
International, Inc. ("SGI"), to provide certain financial consulting
services as follows:
DUTIES
1. SGI will meet with the Company and assist in determining a strategy
to raise additional funds through a private placement of debt, equity
or convertible debt.
2. SGI will conduct and attend meetings with the professional financial
community to discuss the feasibility and solicit interest in
assisting the Company to meet these financial goals.
COMPENSATION
The Company will pay SGI a consulting fee upon the closing of any
financing transaction resulting from an initial introduction by SGI of a
financial intermediary who raises funds for the Company. Such consulting
fees shall apply to the overall financing transaction resulting from such
introduction, regardless of the ultimate role played by the financial
intermediaries, i.e., whether the intermediaries acted alone or in
conjunction with other firm(s).
Such consulting fee shall 33% of all fees, cash charged by financial
intermediaries introduced by SGI, such as Avalon Research Group, Inc., or
investment bankers that are raising such funds.
In the event that the funds are provided directly by a financial
institution as principal, SGI shall be entitled to 8% of the gross
proceeds of any funds raised through equity, and 3% of the gross proceeds
of any funds raised through debt.
As an additional incentive, the Company shall immediately issue 100,000
warrants on its common stock to SGI. Such warrants shall be exercisable
at the closing price of the common stock on the date of the execution of
this Agreement. Such warrants shall vest and shall be immediately
exercisable if and when the Company has succeeded in raising and receiving
at least $5,000,000 resulting from all such SGI introductions pursuant to
this Agreement. The warrants will be of a five year duration from the
date of vesting, and the shares underlying such warrants will have piggy-
back registration rights for one year and demand registration rights after
one year, and will be subject to non-dilution provisions and may be
transferred in whole or in part to one or more officers of the Company.
If SGI has not made any introductions that result in a closed financing
during the term of this agreement, then the Company shall have the right
to rescind such warrants.
111 Great Neck Road Suite 606 Great Neck NY 11021-5402
Tel: 516-829-7111 / Fax: 516-829-8319
OUT OF POCKET EXPENSES
The Company will reimburse SGI for all reasonable out of pocket
disbursements, including travel expenses, made in the performance of its
duties under the agreement. Items, such as luncheons with the
professional community, graphic designs and printing, postage, long
distance telephone calls, etc., will be billed as expenses are incurred.
TERMS OF PAYMENT
Cash payment will be fully payable simultaneous with the Company closing
any transaction pursuant to this Agreement. Closing is defined as the
actual receipt of funds by the Company.
LIABILITY
The Company agrees to indemnify and hold harmless from and against any and
all losses, claims, damages, expenses or liabilities which SGI may incur
based upon information, representation, reports or data furnished by the
Company to the extent that such material is furnished, prepared or
approved by the Company for use by SGI.
TERM OF AGREEMENT
Such fee will be payable for any transaction resulting from an
introduction by SGI for a period of 24 months following the date of this
agreement.
Please confirm agreement to the above by endorsing all three copies and
returning two (2) copies to SGI.
AGREED AND ACCEPTED BY:
/s/Marshall E. Aster Date of Execution: 7/21/00
Cavion.com
/s/Richard E. Cooper Date of Execution: 7/21/00
Strategic Growth International, Inc.
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