<PAGE> 1
SCHEDULE 13D
CUSIP NO. 068508100 Page 9 of 12
EXHIBIT A
INVESTMENT ADVISORY AGREEMENT
between
[ ]
and
ASEN AND CO., INC.
Asen and Co., Inc.
224 East 49th Street
New York, New York 10017
Gentlemen:
The undersigned (the "Client") hereby requests that Asen and Co., Inc. (the
"Adviser") act as investment adviser to the Client's above-captioned Investment
Advisory Account (the "Account") which is to be governed by the following
agreement (the "Agreement").
1. The Adviser will give advice with respect to the investment and
reinvestment of all cash and securities and other property in the Account,
taking into consideration the specific investment needs and objectives of the
Client as the Client communicates them to the Adviser. The Client will receive
prompt notification in writing of any purchase or sale made for the Account, and
the Client will also receive the benefit of the Adviser's written quarterly
valuation of the Account at current market prices. Representatives of the
Adviser will also be made available to meet with the Client periodically and to
review with the Client the Account and its progress.
2. The Account shall consist initially of such cash and securities and
other property as the Client designates, or which shall become part of the
Account as a result of transactions or otherwise. The Client may make additions
to and withdrawals from the Account as it shall at any time direct, provided the
Adviser receives at least seven business days prior written notice of
withdrawals.
3. The Adviser will keep in strict confidence all information about the
financial affairs of the Account.
4. The Adviser is authorized to invest and reinvest the cash and securities
and other property in the Account in its discretion and, without being required
to consult with the Client in advance, to exercise its judgment with respect to
proper investments in the best interest of the Client. The Client understands
and agrees that the Adviser is authorized to invest on behalf of the Account in
securities which are not actively traded or in securities for which there is no
existing public market and where size or circumstances has created a relatively
illiquid market, as well as in securities for which there are legal or
contractual restrictions on resale. The Client also understands and agrees that
the Adviser is authorized to purchase securities on behalf of the account
directly from the issuers of such securities through privately negotiated
transactions. In accordance with the foregoing, the Client authorizes the
Adviser to act as the agent of the Client to order deposits and the investment
of cash and purchases and sales (including, but not limited to the exercise of
rights and tender, exchange or conversion) of securities and other property for
the Client's Account and risk, and in the name of the Client. This authorization
shall be a continuing one and shall remain in full force and effect until the
Adviser has received written notice of revocation thereof.
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 068508100 Page 10 of 12
5. As compensation for the services provided under this Agreement, the
Adviser is to receive a fee which is to be computed and payable in accordance
with Schedule A attached hereto.
6. It is understood that in the execution of transactions for the Account,
the Adviser is authorized to select any qualified broker or dealer and to
negotiate the transactions fees charged by such broker-dealers for transactions
executed for the Account.
7. The Client understands that the Adviser and its officers, directors and
employees may from time to time act as directors, officers or employees of
companies whose securities are publicly traded, and that as a result, the
Adviser's employees may acquire information of a confidential nature. The Client
agrees that the Adviser may, but shall not be required to, render investment
advice with respect to any such company and that the Adviser may in its
discretion withhold any such knowledge or information or refuse to advise with
respect to such company, whether or not the Account shall include securities of
such company, if in the Adviser's judgment the disclosure of such knowledge or
information or the rendering of investment advice on the basis thereof would be
unfair, inequitable, a breach of any fiduciary obligation of the Adviser to some
other person, or unlawful. For the same reasons, the Adviser may, in its
discretion, exclude securities and other property from the Account.
8. The Client further understands that differing investment objectives, tax
and other factors affect the desirability and timing of particular transactions,
and that clients of the Adviser as well as the Adviser itself, its officers and
employees and members of their families, may hold and have transactions in
securities, including longstanding positions in such securities, and other
property with respect to which services are provided hereunder. The Client
consents to such transactions, if not in violation of applicable law, provided
that the investment advisory services hereunder are at all times provided in
good faith.
9. The Adviser shall not be liable for any act or failure to act with
respect to investment advice hereunder except in the absence of good faith,
provided that this shall not relieve the Adviser from any liability imposed by
applicable law which cannot be waived.
10. The Client authorizes the Adviser to vote the proxies of any stock,
bonds or other securities, give general or specific proxies or power of attorney
with or without power of substitution. The Client will direct or cause to direct
the custodian of the assets of the Account to deliver proxies to the Adviser in
a timely manner. These authorizations shall be continuing ones and shall remain
in full force and effect until the Adviser has received written notice of the
revocation thereof.
11. Written notices and communications to the Client shall be addressed as
indicated at the end of this Agreement and written notices and communications to
the Adviser shall be addressed as indicated at the head of this Agreement.
Written notices and communications shall be addressed as indicated above unless
either the Client or the Adviser has received written notice of the revocation
thereof.
12. The Agreement shall terminate (1) immediately upon receipt by the
Adviser of written notice from the Client requesting such termination; or (2)
five days after the mailing, postage prepaid, by the Adviser, of notice of
termination, to the Client at the address indicated at the end of this
Agreement; or (3) at such time as otherwise mutually agreed upon in writing by
the Adviser and the Client. Termination by either the Client or the Adviser
shall not have the effect of canceling orders to deposit or invest cash or to
purchase or sell securities or other property placed prior to the receipt of the
notice of termination in accordance with the provisions of this Paragraph 12.
<PAGE> 3
SCHEDULE 13D
CUSIP NO. 068508100 Page 11 of 12
13. This Agreement shall not be assigned by either party without the
consent of the other party, and this Agreement shall, until termination, inure
to the benefit of the Adviser and any successor or successors in interest.
14. This Agreement shall be constructed in accordance with and governed by
the laws of the State of New York.
Very truly yours,
By:
-------------------------
(Client)
---------------------------
(Client, if Joint Account)
Dated:
---------------------------
Accepted: Address of Client where all
ASEN AND CO., INC. communications should be directed:
By:
-------------------------- ---------------------------------
---------------------------------
---------------------------------
Dated: ---------------------------------
---------------------- ---------------------------------
