INVESTMENT BANKING ENGAGEMENT
AGREEMENT
AGREEMENT made this 3rd day of May, 2000, by and between. Affiliated Resources
Corporation, a Colorado corporation with principal offices at 3050 Post Oak
Blvd., Suite 1080, Houston, TX 77 56, (the Client), and International Investment
Banking, Inc., a Florida corporation with principal offices at 2101 West S.R.
434, Suite 221, Longwood, FL 32779, (IIBI)
WITNESSETH
WHEREAS, the Client is engaged in the sale, distribution and licensing of
various products, service and/or technologies throughout the United States, and
the Client desires to improve and grow its operations, and
WHEREAS, the Client desires to secure the efforts of a firm capable of
performing investment banking services, developing strategic plans, finding
viable candidates for acquisitions and mergers (Candidates), and other related
services, and
WHEREAS, IIBI represents that it is knowledgeable in the Investment Banking
industry, and is willing and capable of performing the services stated herein
including providing a shell corporation, if desired by Client, and producing
viable acquisition and/or merger candidates, and assist in engaging other
Associate firms which shall provide specific services to the Client under
separate agreement.
NOW THEREFORE, by reason of these premises and in consideration of the mutual
covenants hereinafter set forth, the parties hereto agree as follows:
1.0 DEFINITIONS:
1.1 Investment Banking Services: IIBI is not licensed as a stock or
-----------------------------
securities broker and is not in the business of selling stocks or securities or
advising as to the investment viability or worth of stocks or securities. It is
the responsibility of IIBI to obtain advice of counsel and approve all materials
published by IIBI to ensure compliance with Federal and State securities laws
applicable to the activities, which it undertakes on behalf of the Client.
1.2 Independent Contractor: IIBI is a corporation and shall provide said
----------------------
services as an independent contractor, and not as an employee or agent of Client
or of any company affiliated with Client. IIBI has no authority to bind Client
or any affiliate of Client to any legal action, contract, agreement, or
purchase, and unless such action can be construed to be made in good faith or
with the acceptance of Client; it shall become the sole responsibility of IIBI.
IIBI shall be solely responsible for any Federal, State or local taxes on
payments made to IIBI, and should Client for any reason be required to pay taxes
at a later date, IIBI shall reassure such payment is made by IIBI and not by
Client. IIBI shall be responsible for the compensation payments and any taxes
of any individual that it assigns to work with the Client on its behalf and
herein holds Client harmless for any and all such payments and responsibilities
related hereto.
2.0 APPOINTMENT OF FIRM:
2.1 The Client hereby appoints IIBI, on a sole and exclusive basis, to
promote the Client's corporate interest and provides the services outlined in
Section 3.0, under the terms and conditions set forth herein.
2.2 IIBI acknowledges that it shall have no right to or interest in any
tradenames or trademarks of the Client, but may refer to applicable tradenames
or trademarks provided that all such references are in conformance with the
Client's requirements regarding their use.
2.3 The term of this Agreement will be for a period of two (2) years from
the date first set above, and will automatically renew for succeeding like
periods unless terminated under Section 7 of this Agreement.
2.4 The Client certifies that it is unencumbered to enter into this
exclusive Agreement, hereby grants immunity to IIBI and will hold IIBI harmless
from all suits by the Client or against the Client under any and all present and
future actions, except for negligent acts or to the extent that the exercise of
such actions are authorized by this Agreement and is required for IIBI's
performance hereunder.
00005395.DOC (00005395.DOC;1) pg. 1 of 4 _________ ________
INT. INT.
<PAGE>
2.5 The Client shall promptly disclose to IIBI in confidence all pertinent
information concerning the Company and its products and services, financial
position, plans, etc., and shall from time to time provide IIBI with such
additional information as the Client or IIBI may believe to be of value to IIBI
in performing its obligations under this Agreement. As part of this initial
disclosure of information by the Client, the Client shall provide IIBI with
Documentation containing its financial statements for the last three years, and
projected financial information or budgets, a complete description of its
products or services, and disclosure of any plans or planning documents that the
Client has developed.
3.0 SERVICES TO BE PERFORMED
3.1 IIBI shall perform the following services::
1) Guidance in the development of a strategic business plan and marketing
plans for the purpose of guiding the growth of the Client.
2) Serving as counsel to management and the Board of Directors in developing
the proper strategy for working with the Client Investor Relations group. IIBI
will also assist in overseeing the production of TV, Radio and Media
presentations for the Client.
3) IIBI will design and implement an Advisory Board for Client. Donald A.
Mitchell, Chairman and CEO of IIBI will serve on the Advisory Board
4) IIBI will design a financing package commensurate with the financial
requirements of Client. This financing plan may involve a combination of Equity,
Debt, Lines of Credit and other Bank Instruments as dictated by the needs of
Client in the Strategic Business and Marketing Plan.
5) IIBI will generally be at the disposal of the Client to answer questions
and advise on any financial or strategic issues that may come before or affect
the Client.
6) IIBI will perform any additional transactional services that may be
contained in Addendum A and/or B of this Agreement and hereby made a part of
this Agreement.
7) IIBI will provide for the use of their securities counsel to review and
prepare any registration that may be mutually deemed necessary to register
securities and create free trading shares.
8) IIBI will assist in reviewing and managing the preparation an offering of
unto Eight Million Dollars ($ 8,000,000) in preferred shares, convertible
preferred or convertible debentures, and will assist in getting the offering
sold.
4.0 OBLIGATION OF IIBI:
4.1 IIBI agrees to perform the services herein described and to make its
best efforts in finding potential Merger and Acquisition Candidates for the
Client, initiating direct contact with such parties, determining if there is an
interest, and establishing that they qualify, based upon criteria provided by
the Client.
4.2 IIBI shall then determine and implement the course of action most
suitable to the overall financial objectives of the Client and in accordance
with guidelines and policies established by the Client.
4.3 During the term of this Agreement, the Client will negotiate in good
faith with Candidates brought to its attention by IIBI. The Client shall keep
IIBI informed of any arrangements on existing issues, which would preclude
negotiation with Candidates. All terms and conditions of any agreement, merger,
acquisition, license or other working relationship with a Candidate will be at
the sole discretion of the Client.
4.4 IIBI agrees to devote the time, attention, knowledge, and skill
necessary to carry out its responsibility as it pertains to the work encompassed
or envisioned by this Agreement, and the Client shall be entitled to all the
benefits, or other issues derived from or incident to any and all work, services
and advice of IIBI. IIBI expressly agrees not to represent, directly or
indirectly, in any form, fashion or manner any other business or allied trade
similar to that of the Client's during the term of this Agreement, without the
written consent of the Client.
5.0 CONFIDENTIALITY:
00005395.DOC (00005395.DOC;1) pg. 2 of 4 _________ ________
INT. INT.
<PAGE>
5.1 IIBI and the Client agree that the parties will not at any time, or in
any fashion or manner divulge, disclose or otherwise communicate to any person
or corporation in any manner whatsoever any information of any kind, nature, or
description concerning any matters affecting or relating to the business of the
other. This includes method of operation, or plans, processes, or other data
of any kind or nature that they know or should have known is confidential and
not already information that resides in the public domain.
5.2 Both the Client and IIBI expressly agree that confidentiality of these
matters is extremely important and gravely affect the successful conduct of
their businesses, and its goodwill, and that any breach of the terms of this
section is a material breach of this Agreement.
6.0 COMPENSATION:
6.1 IIBI services will be paid by Client as follows:
a) In consideration of the production of a Business Plan, the Client agrees
to pay IIBI Five Thousand Dollars ($5,000.00) plus reimbursement of ordinary,
out of pocket expenses. The payments is due upon receipt of the first funding
to be received by the Client by any financial source after execution of IIBI's
standard Consulting Agreement.
b) In consideration of IIBI being engaged as Client's Investment Banking
firm, Client agrees to pay IIBI an initial fee of 1,000,000 shares of Affiliated
Resources Corporation's common stock upon signing of this Agreement.
c) An additional 700,000 shares will be paid to IIBI upon the successful
completion of a securities registration that both parties mutually agree is
necessary to clear up all remaining un-registered shares and make them
free-trading.
d) An additional 500,000 shares will be paid to IIBI as a fee for managing
an offering of up to $ 8,000,000. These shares shall be paid out to IIBI in
four equal 125,000 share payments spread equally over the estimated time frame
of the raise in advance. Client shall reimburse IIBI for all reasonable out of
pocket cost related to this rise and shall pay any earned commissions to
registered broker/dealers who participate in this raise.
e) Any other compensation as set forth in Addendum A and/or B where
applicable.
7.0 TERMINATION:
7.1 The Client and/or IIBI have the right to terminate this Agreement at any
time beginning in the thirteenth (13th) month of the Agreement with 60 days
written notice. If the Client gives the termination notice, all payment due to
the termination date shall be paid immediately.
7.2 This Agreement may also be terminated by the mutual consent of the
parties, but may not be terminated by the Client without cause during the first
twelve (12) months. Regardless of the reason of termination of this Agreement,
IIBI and the Client agree to continue to observe the terms and conditions of
Section 5 of this Agreement.
8.0 ASSIGNMENT:
8.1 This Agreement may be assigned by IIBI to any other qualified party, as
long as, all the terms of this Agreement shall be observed by the assignee.
9.0 ENTIRE AGREEMENT:
9.1 This written Agreement contains the sole and entire agreement between
the parties. It supersedes any and all other agreements by and between the
parties. The parties acknowledge and agree that neither has made any
representation with respect to the subject matter of this Agreement or induced
in any way the execution and delivery of this Agreement except as expressly
stated in the terms of this Agreement. The parties further acknowledge that any
previous statements or representations made by either party to the other are now
null and void and of no effect.
10.0 MODIFICATION:
10.1 No waiver or modification of this Agreement or any of its terms,
including modifications of the provisions of this section shall be valid unless
in writing and signed by both parties.
11.0 ARBITRATION:
00005395.DOC (00005395.DOC;1) pg. 3 of 4 _________ ________
INT. INT.
<PAGE>
11.1 The parties agree that disputes arising out of the execution or
interpretation of this Agreement shall be arbitrated under the rules of the
American Arbitration Association. If legal action is taken to enforce this
Agreement, the prevailing party shall be entitled to recover reasonable attorney
fees, interest, if applicable, plus arbitration cost for the expense of
collection or defense of the action at the discretion of the arbitrator(s).
12.0 MISCELLANEOUS PROVISIONS:
1.2.1 Counterparts. This Agreement may be executed simultaneously in three
or more counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.
1.2.2 Law. This Agreement is made in and shall be construed in accordance
with the laws of the State of Florida. Venue shall be in Boca, Florida.
12.3 Severability. In the event that any parts of this Agreement are found
to be void, the remaining provisions of this Agreement shall nevertheless be
binding with the same effect as though the void parts were deleted.
12.4 Term. The term of this Agreement shall run for two years from the date
of this Agreement, unless terminated under Section 7. herein
This Agreement shall be binding upon and shall inure to the benefit of the
parties hereto and their respective heirs, legal representatives, personal
representatives, successors and assigns.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
INTERNATIONAL INVESTMENT BANKING, INC. AFFILIATED RESOURCES CORPORATION
BY : BY:
__________________________ ____________________________
Donald A. Mitchell, CEO Peter Vanucci, CEO
00005395.DOC (00005395.DOC;1) pg. 4 of 4 _________ ________
INT. INT.
