Exhibit 4.6
REDSTONE SECURITIES, INC.
191 Fairchild Avenue, Plainview, N.Y. 11803-1788
Telephone: (516) 576-3800 o FAX (516) 576-3840 o 800-426-7345
This agreement ("Agreement") is made on this 12th day of August, 1999, by and
between Adrenaline Interactive, Inc. ("ADRN") whose address is 5901 Beethoven
Street, Los Angeles, CA 90066 and Redstone Securities ("REDSTONE") whose
principal address is 101 Fairchild Avenue, Plainview, New York 11803-1788. All
references to ADRN and REDSTONE in this Agreement will include all of their
affiliates and subcontractors in which the parties hold a majority interest and
over which they exercise control.
1. SERVICES
REDSTONE will render to ADRN timely financial and strategic consulting for the
primary purpose of assisting in the raising of capital as well as assist
management in other projects as directed.
REDSTONE will utilize its best efforts, measured by REDSTONE's performance and
achievement of the above services, to insure the success of ADRN. REDSTONE gives
no warranty, expressed or implied, insofar as the ultimate success of the
efforts described above or of ADRN's business is concerned. It is expressly
understood that REDSTONE, in performing its obligations under this Agreement,
relies upon the accuracy and completeness of certain financial and other
information provided by ADRN. REDSTONE does not undertake any independent audit
or confirmation of the accuracy and completeness of the above referenced
information.
2. TERM
This Agreement is effective from the above stated date and will continue for one
(1) year thereafter. The term shall be extended automatically on a
month-to-month basis unless either party shall give thirty (30) days written
notice to the other that the term shall no be extended with or without cause. In
the event of termination, the parties hereto agree to release each other from
all benefits, duties and obligations due under this Agreement exvept for any
fees then due and owing to REDSTONE by ADRN and/or any deliverables owed by
REDSTONE to ADRN.
3. INFORMATION
REDSTONE agrees it will maintain in confidence and not use or disclose to others
all proprietary and or confidential information or know-how of ADRN whether
written or delivered orally. In addition, if REDSTONE needs to disclose such
information to third parties in order to carry out the services contemplated
herein, REDSTONE agrees to obtain third party execution of non-disclosure
agreements and that such disclosure will be made in compliance with applicable
securities laws.
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4. COMPENSATION
A. Should the share price of ADRN trade at or above $4.00 for twenty
(20) consecutive days beginning on the trading date after the date of closing of
ADRN's announced merger with McGlen Micro, Inc. REDSTONE shall fully vest in
ADRN options in the following manor:
150,000 ADRN options @ 2 1/2
150,000 ADRN options @ 3
100,000 ADRN options @ 4
100,000 ADRN options @ 5
B. In Addition to 4 (A) above, if REDSTONE is directly the procuring
cause of raising capital for ADRN, then ADRN agrees to pay to REDSTONE the
maximum percentage allowed by the NASD of such capital.
C. It is understood by REDSTONE that ESCALADE INVESTORS has priority
registration of stock associated with their most recent financing of ADRN. To
that end, REDSTONE shall have piggyback registration rights to the next
registration permitted thereunder.
5. INDEPENDENT CONTRACTOR
The relationship of REDSTONE and its affiliates and subcontractors with ADRN is
that of an independent contactor and not as an agent for ADRN, and nothing in
this Agreement will be construed to created a joint venture, partnership or
employer/employee relationship.
6. INDEMNITY
ADRN shall be required to indemnify, defend, and hold harmless REDSTONE and/or
its agents and employees for any claims of liability by shareholders and/or
governmental entities and/or third parties in connection with claims arising out
of REDSTONE performance of the terms of this Agreement, to the extent that such
claims concern directly and indirectly inaccurate incomplete or misleading
information provided by ADRN and relied upon by REDSTONE in the performance of
its services pursuant to this Agreement or relied upon by any third party if
such claim is filed within Five (5) years following termination of this
Agreement. Nothing herein shall be construed to require ADRN to indemnify
REDSTONE for liabilities related to any violation by REDSTONE of applicable
securities law which REDSTONE covenants to perform its obligations hereunder in
conformance with.
8. RETURN OF INFORMATION
Upon expiration of this Agreement, REDSTONE will promptly return to ADRN all
materials, documents, and/or data, whether in written or graphic form which was
supplied to REDSTONE in connection with this Agreement.
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9. ENTIRE UNDERSTANDING
This Agreement replaces any or all-prior agreements or understanding, written or
oral, between REDSTONE and ADRN except Mutual Non-Circumvention/Non-Disclosure
Agreement, between Anthony F. Vaccaro, Jr. and ADRN.
10. CONTINUATION AFTER TERMINATION
If any funding occurs, as a result of REDSTONE's efforts from contacts made
during the term of this agreement, within six months after termination of this
agreement the compensation due REDSTONE will remain fully in effect, and
REDSTONE shall be paid according to the terms of this agreement.
11. ARBITRATION
Any controversy or claim arising out of or relating to this contract or the
breach thereof will be settled by arbitration at Los Angeles, CA in accordance
with the rules of the American Arbitration Association then in effect, and
judgment upon the award rendered by the arbitration(s) may be entered in any
court having jurisdiction thereof.
12. JURISDICTION/SEVERABILITY
This Agreement shall be construed pursuant to the laws of the State of Texas.
Any provision of this agreement, which may be subsequently construed as invalid
or contrary to law, may be severed from this Agreement and shall not have the
effect of nullifying the Agreement as a whole. Those remaining portions of the
Agreement shall remain fully enforceable by either party.
In witness whereof the parties hereto execute the Agreement as of date written
above.
Redstone Securities Adrenaline Interactive, Inc.
/S/ ROBERT A. SHUEY, III By: /S/ J. SMITH
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By: Robert A. Shuey, III Its: Chief Executive Officer
