INSTITUTIONAL EQUITY HOLDINGS, INC.
CONSULTING AGREEMENT
August 18, 2000
XCEL Capital, L.L.C.
2520 Ho Hum Hollow Road
Monroe, Georgia 30655
Dear Sirs:
This will confirm the arrangements, terms and conditions pursuant to
which XCEL Capital L.L.C. (the "Consultant") has been retained to serve as a
consultant and advisor to Institutional Equity Holdings, Inc. (the "Company").
The undersigned hereby agrees to the following terms and conditions:
1. Engagement. The Company hereby retains the Consultant to perform consulting
and advisory services, ------------- and the Consultant hereby accepts such
retention and agrees to do and perform consulting and advisory services, upon
the terms and conditions set forth herein.
2. Duties of the Consultant.
-------------------------
(a) Consulting Services. The Consultant will provide such
general consulting services and advice pertaining to the Company's business
affairs. The services shall be rendered by the Consultant in consultation with
the Company at such time and place and in such manner (whether by conference,
telephone, letter or otherwise) as the Consultant and the Company may reasonably
determine.
3. Term. The term of this Agreement shall commence on the date hereof and
continue for a period of one ------- year from the date hereof (the "Term").
4. Compensation. As compensation in full for the Consultant's services
hereunder during the Term, the Company shall issue to the Consultant upon
execution of this Agreement.20,000 shares of the Company's Common Stock. Such
shares shall be "restricted stock" for purposes of Rule 144 and shall bear a
restrictive legend. The Company intends to register such shares with the SEC on
its Form S-8 and shall do so no later than October 31, 2000.
5. Relationship. Nothing herein shall constitute Consultant as an employee or
agent of the Company. --------------- Except as might hereinafter be expressly
agreed, the Consultant shall not have the authority to obligate or commit the
Company in any manner whatsoever.
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6. Confidentialitv. Except in the course of the performance of its
duties hereunder, and in such case, only upon express written consent of the
Company, the Consultant agrees that they shall not disclose any confidential or
proprietary information not in the public domain learned as a result of this
Agreement unless and until such information becomes generally known or is in the
public domain.
7. Assignment and Termination. This Agreement shall not be assignable
by any party except to a successor to all or substantially all of the business
of either party without the prior written consent of the other party, which
consent may be arbitrarily withheld by the party whose consent is required.
8. Notices. All notices hereunder shall be in writing and shall be
validly given, made or served if in writing and delivered in person or when
received by facsimile transmission, or five days after being sent first class
certified or registered mail, postage prepaid or one day after being sent by
nationally recognized overnight courier to the party for whom intended at the
addresses as set forth above or at such other address as may be provided.
9. Governing Law: Submission to Jurisdiction. This agreement shall be
interpreted, construed, governed and enforced according to the laws of the State
of Texas without giving effect to the conflicts of law rules thereof The Company
and the Consultant hereby agree that any action, proceeding or claim against it
arising out of, or relating in any way to, this Agreement shall be brought and
enforced in the courts of the State of Texas or of the United States of America
in Texas, and irrevocably submits to such jurisdiction, which jurisdiction shall
be exclusive. The Company and the Consultant hereby irrevocably waive any
objection to such exclusive jurisdiction or inconvenient forum and also hereby
irrevocably waive any right or claim to trial by jury in connection with any
such action, proceeding or claim.
10. Amendments. No amendment or modification of the terms or conditions of this
Agreement shall be -------------
valid unless in writing and signed by the parties hereto.
11. Counterparts. This Agreement may be executed in one or more
counterparts which, taken together, shall constitute one and the same
instrument, and this Agreement shall become effective when one or more
counterparts have been signed by each of the parties. It shall not be necessary
in making proof of this Agreement or any counterpart hereof to account for more
than one such counterpart.
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Very truly yours,
INSTITUTIONAL EQUITY HOLDINGS, INC.
By:___________________________________
Name: Robert A. Shuey,III
Title: Chief Executive Officer
AGREED AND ACCEPTED:
XCEL Capital, L.L.C.
By: ___________________________
64906 1/4319300003
