Exhibit 10.0
ADVISORY AND FINDERS AGREEMENT
This Agreement is made this 1st day of July, 2000, between, Maxx
International, Inc., with its principal office located at 130 S. El Camino
Drive, Beverly Hills, California ("Maxx"), and Howard Fein and Sam Azus, with
their principal office located at 99 Woodbury Road, Hicksville, New York
(individually, "Fein" and "Azus"; collectively, "Advisors") with reference to
the following facts:
WHEREAS, Maxx desired to be introduced to a prominent literary agent; and
WHEREAS, Maxx desired to retain a prominent literary agent to act on its
behalf in connection with the private prayer books of His Holiness, Pope John
Paul II (the "Pope Project") ; and
WHEREAS, Maxx desired Advisors to assist with the search of and
introduction to a literary agent, and to further assist with the negotiation for
the engagement of such literary agent for Maxx, in connection with the Pope
Project; and
WHEREAS, Advisors introduced Janklow & Nesbit Associates ("Janklow &
Nesbit") to Maxx, and further negotiated a satisfactory agreement between Maxx
and Janklow & Nesbit; and
WHEREAS, Maxx desires Advisors to provide consultation and advisory
services to Maxx during the term of this Agreement, concerning tax issues and
matters involving Maxx.
THEREFORE, it is agreed by and between the parties that:
A. As a result of the introduction and successful negotiations of
Advisors to Maxx, Janklow & Nesbit was retained by Maxx to act as its
literary agent in connection with the Pope Project.
B. In consideration for the introduction, negotiations and engagement of
Janklow & Nesbit, Maxx shall pay to Fein, a three (3) year option to
purchase an aggregate of 100,000 shares of common stock, $0.01 par
value per share, of Maxx, at a purchase price of $0.50 per share
(collectively, with the fee payable to Azus as discussed in paragraph
3 below, the "Finders Fee").
C. Is consideration for the introduction, negotiation, and engagement of
Janklow & Nesbit, Maxx shall pay to Azus a three (3) year option to
purchase an aggregate of 100,000 shares of common stock, $0.01 par
value per share, of Maxx, at a purchase price of $0.50 per share
(collectively, with the fee payable to Fein as discussed in paragraph
2 above, the "Finders Fee").
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D. In consideration for Fein's consultation and advisory services to
Maxx, concerning tax issues and matters involving Maxx, Maxx agrees to
grant Fein a three (3) year option to purchase an aggregate of 125,000
shares of common stock, $0.01 par value per share, of Maxx, at a
purchase price of $0.50 per share (collectively, with the fee payable
to Azus as discussed in paragraph 5 below, the "Advisory Fee").
E. In consideration for Azus' consultation and advisory services to Maxx,
concerning tax issues and matters involving Maxx, Maxx agrees to grant
Azus a three (3) year option to purchase an aggregate of 125,000
shares of common stock, $0.01 par value per share, of Maxx, at a
purchase price of $0.50 per share (collectively, with the fee payable
to Fein as discussed in paragraph 4 above, the "Advisory Fee").
F. Advisors acknowledge and understand that the securities underlying the
Finders Fee and Advisory Fee constitute "restricted securities" under
the Securities Act of 1933, as amended (the "Act"), and have not been
registered under the Act in reliance upon a specific exemption
therefrom, which exemption depends upon, among other things, the bona
fide nature of Advisors' investment intent as expressed herein. In
this connection, Advisors understand that, in the view of the
Securities and Exchange Commission, the statutory basis for such
exemption may be unavailable if Advisors' representation was
predicated solely upon a present intention to hold these such
securities for the minimum capital gains period specified under tax
statutes, for a deferred sale, for or until an increase or decrease in
the market price of such securities, or for a period of one year or
any other fixed period in the future. Advisors further understand that
the such securities must be held indefinitely unless they are
subsequently registered under the Act or an exemption from such
registration is available. Advisors further acknowledge and understand
that Maxx is under no obligation to register the such securities.
Advisors understand that the certificate evidencing such securities
will be imprinted with a legend which prohibits the transfer of the
securities unless they are registered or such registration is not
required in the opinion of counsel satisfactory to Maxx, and any other
legend required under applicable state securities laws.
G. Should any litigation be commenced by and between Advisors and Maxx
concerning this Agreement, regarding the rights and duties of either
of the parties under this Agreement, then the party prevailing in such
litigation shall be entitled, in addition to such other relief as may
be granted, to a reasonable sum as and for attorneys' fees in such
litigation which may be determined by the Court in such litigation or
in a separate action brought for that purpose.
H. Notwithstanding the place where this Agreement may be executed by any
of the parties hereto, the parties expressly agree that all the terms
and provisions hereof shall be construed in accordance with and
governed by the laws of the State of New York, without giving effect
to conflict of laws principles thereof.
I. This Agreement may be signed by the parties in counterparts which
together shall
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constitute one and the same agreement between the Advisors and Maxx
and shall become effective at such time as both parties shall have
signed such counterparts and both parties have confirmed all such
counterparts.
J. This Agreement contains the entire agreement between Advisors and Maxx
concerning the introduction of Janklow & Nesbit to Maxx, Maxx's
engagement of Janklow & Nesbit as literary agent in connection with
the Pope Project, and Advisors' consulting services, and correctly
sets forth the rights and duties of each of the parties to each other
concerning such matter as of this date. Any agreement or
representation concerning the subject matter of this Agreement or the
duties of either party not set forth in this Agreement is null and
void.
K. Every provision of this Agreement is intended to be severable. If any
term or provision hereof is deemed unlawful or invalid for any reason
whatsoever, such unlawfulness or invalidity shall not affect the
validity of the remainder of this Agreement.
L. Any notice or other communication between parties hereto shall be
sufficiently given if sent by certified or registered mail, postage
prepaid, to the address first above written for the Advisors and Maxx,
respectively, or to such address as may hereafter be designated in
writing by one party to the other. Such notice or other communication
shall be deemed to be given on the date mailed.
M. The waiver by the Advisors of a breach of any provision of this
Agreement by Maxx shall not operate or be construed as a waiver of any
subsequent breach by Maxx. The waiver by Maxx of a breach of any
provision of this Agreement by Advisors shall not operate or be
construed as a waiver of any subsequent breach by Advisors.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first set forth herein.
ADVISORS: MAXX:
MAXX INTERNATIONAL, INC.
By: /s/ Howard Fein
---------------------------
Howard Fein
By: /s/ Michael Solomon
By: /s/ Sam Azus --------------------------------------
--------------------------- Michael Solomon, Chairman of the Board
Sam Azus
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