CASDIM INTERNATIONAL SYSTEMS, INC.
150 East 58th Street
New York, New York 10155
(212) 829-1700
April 11, 1997
Pelican Consultants U.S.A., Inc.
Re: Financial Consulting Agreement
Gentlemen:
As we discussed, Casdim International Systems, Inc. (the "Company") is
interested in retaining Pelican Consultants U.S.A., Inc. ("Pelican ") as its
consultant on financial matters.
Services
The services Pelican will provide include the following: Pelican shall be
available to consult with the employees of the Company, at times which are
mutually convenient, in all financial matters which the Company may require,
including without limitation, long-term financial planning, management of cash
flows and expenses, identifying additional sources of equity, debt and
government financing from corporations, individuals and government agencies,
identifying and negotiating the terms of such financing transactions, and
identifying and hiring any employees, consultants or professionals that the
Company may require in the financial services area.
As compensation for its services, the Company will pay Pelican the
following fees:
1. The Company will issue to Pelican an option to purchase up to 200,000
shares of the outstanding stock of the Company at $1.00 per share, of
which, options to purchase 100,000 shares will vest immediately and
options to purchase 100,000 shares will vest in twelve (12) monthly
installments over one year (i.e., options to purchase 8,333 shares
will vest each month, except that options to purchase 8,337 shares
will vest on the twelfth installment) beginning on the 30th day after
the execution of this agreement. If the Company terminates the
agreement, other than for cause, all of the options will vest
immediately. If Pelican resigns from its duties, any unvested option
shall terminate immediately on such date.
Option
The Options (to the extent vested) will be exercisable for five years
beginning one month from issuance. During the term of the Options and upon
written demand from Pelican , the Company shall, on one occasion only, promptly
register the common stock underlying the Options at the Company's expense
(excluding Pelican 's counsel's fees and any underwriting or selling
commissions). The Company further agrees that during the term of the Options, if
the Company intends to file a Registration Statement for the
public sale of its securities (other than a Form S-8, S-4 or comparable
Registration Statement), it will notify Pelican and if so requested will include
in that Registration Statement the common stock underlying the Options, at the
Company's expense (excluding prorated SEC registration fees, Pelican 's
counsel's fees and any underwriting or selling commissions). The number of
shares and exercise price per share subject to the Options shall be adjusted in
the case of any dividend, stock split or other recapitalization or
reorganization so that the option shall not be diminished or diluted. Cashless
exercises will be permitted.
Mergers, Acquisitions, and Other Ventures
If Pelican shall introduce the Company to any company which may acquire the
Company or its business or be acquired by the Company or engage in any other
business combination with the Company, the Company shall pay Pelican a fee equal
to 2% of the value of all consideration paid by the acquiror. This fee shall be
payable immediately upon the Company's receiving its payment(s).
For purposes of this contract, an introduction shall include not only those
persons Pelican may introduce to the Company, but also the persons introduced by
those persons Pelican introduced to the Company, i.e. one generation.
Furthermore, fees under this section shall be payable for any transaction
consummated between the Company and those introduced to the Company by Pelican
within one year of the introduction.
Expense Reimbursement
In addition to the fees payable hereunder, the Company shall reimburse
Pelican , upon request from time to time, for all reasonable out-of-pocket
expenses incurred by Pelican (including but not limited to travel, secretarial,
and phone expenses) in connection with Pelican 's services pursuant to this
agreement. Individual out-of pocket expenses will not exceed $250.00 without the
consent of the Company.
Term
This agreement shall be for a term of at least one year. Thereafter, either
party may terminate this agreement at any time upon thirty (30) days' prior
written notice, without liability or continuing obligation to the other party,
except that termination shall not affect (a) the reimbursement and
indemnification provisions contained in this agreement, nor (b) the Company's
obligation for the fees called for above.
Indemnification
The Company agrees it will indemnify and hold harmless Pelican , his
employees and agents from and against any and all losses, claims, damages,
liabilities and expenses, joint or several (including all reasonable fees and
expenses of counsel) arising out of Pelican 's services pursuant to this
agreement. However, the Company will not be liable under this paragraph to the
extent that any loss, claim, damage, liability or expense is found in a final
judgment by a court of competent jurisdiction to have resulted from Pelican 's
gross negligence or willful misconduct. The Company agrees to notify Pelican
promptly of the assertion against it or any other person of any claim or the
commencement of any action or proceeding relating to any matter which involved
Pelican.
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Miscellaneous
The benefits of this agreement shall inure to the respective successors and
assigns of the parties, and the obligations and liabilities assumed in this
agreement by the parties shall be binding upon their respective successors and
assigns.
The validity and interpretation of this agreement shall be governed by the
laws of the State of New York as applied to agreements made and to be fully
performed therein. The parties agree that neither shall commence any litigation
against the other arising out of this Agreement or its termination except in a
court located in the City of New York. Each party consents to the in person
jurisdiction over it by such a court and consents to the service of process of
such a court on it by mail.
All costs of enforcing any debt or obligation of the Company to Pelican
which arises under this Agreement, including all attorneys fees and expenses,
shall be paid by the Company.
If the foregoing correctly sets forth our agreement, please sign, date and
return to us the enclosed copy of this letter, whereupon this letter shall
constitute a binding agreement between us. The Company is looking forward to
working with you in making Casdim International Systems, Inc. highly successful
and prosperous.
Sincerely,
CASDIM INTERNATIONAL SYSTEMS, INC.
By: /s/Yehuda Shimshon
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Yehuda Shimshon, Chairman
Pelican Consultants U.S.A., Inc.
By: /s/Haim Haruvi
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