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EXHIBIT 10.4
ENGAGEMENT LETTER
FOR FINANCIAL RELATIONS
This Consulting Agreement ("Agreement") is made this 21st day of July, 2000 by
and between Corpas Investments, Inc., located at 1640 5th Street, Suite 218,
Santa Monica, California 90401 (hereinafter referred to as "the Company") and
Wall Street Financing Consultants, Inc., located at 3350 NW 2nd Avenue, Suite
A-42, Boca Raton, Florida 33431, a company engaged in providing consultant
services (hereinafter referred to as "Consultant").
WITNESSETH THAT:
WHEREAS, the Company desires to engage Consultant to assist the Company in
securing capital in the amount of $8,000,000 (the "Financial Relations").
Consultant is agreeable to such appointment, and the parties desire a written
document formalizing and defining their relationship and evidencing the terms of
their agreement.
NOW, THEREFORE, intending to be legally bound, and in consideration of the
mutual promises and covenants, the parties have agreed as follows:
1. APPOINTMENT: The Company hereby appoints Consultant as its
non-exclusive financial consultant and hereby retains Consultant, on
the terms and conditions of this Agreement. Consultant accepts such
appointment and agrees to perform the services upon the terms and
conditions of this Agreement.
2. TERM: The term of this Agreement shall be for twelve (12) months from
the date signed. This Agreement can be terminated by either party upon
giving written notice to the other party of the other party's default
hereunder if such default is not cured within thirty (30) days of
written notice of such default, or upon written notice from one party
to the other, for any reason whatsoever, on thirty (30) days' written
notice.
3. SERVICES:
(a) Consultant shall assist the Company through its relationship with
funding sources on a best effort basis in assisting to secure capital
for the Company.
(b) The Company will pay for all pre-approved expenses and
disbursements incurred by the Consultant on behalf of the Company in
connection with the Financial Relations, and the Company will make
itself available to attend all financial meetings with Funding Groups.
Initial /s/ AT Initial /s/ MAM
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4. LIMITATIONS ON SERVICES: The parties recognize that certain
responsibilities and obligations are imposed by Federal and State
Securities Laws and by the applicable rules and regulations of Stock
Exchanges, the National Association of Securities Dealers, in-house
"due diligence" or "compliance" departments of brokerage houses, etc.
Accordingly, Consultant agrees:
(a) Consultant shall not conduct any meetings with Financial Analysts
without informing the Company in advance of the proposed meeting and
the format or agenda of such meeting.
(b) Consultant does not hold any professional licenses. Consultant is
not acting as a broker-dealer, and will not solicit the purchase of
stock from individual investors. All promotion of stock will be
performed within the boundaries set forth under the Securities and
Exchange Act of 1934.
(c) Consultant does not render any legal advice or perform accounting
services and is not acting as an investment advisor within the meaning
of the applicable State and Federal Securities Laws.
(d) Consultant's services shall not be exclusive nor shall Consultant
be required to render any specific number of hours or assign personnel
to the Company or its projects.
(e) Consultant will use its best efforts and does not promise results
of funding.
5. DUTIES OF COMPANY:
(a) Company shall supply Consultant, on a timely basis, with all
approved data and information about the Company, its management, its
products and its operations, and the Company shall be responsible for
advising Consultant of any facts which would affect the accuracy of any
prior data and information previously supplied to Consultant so that
Consultant may take corrective action.
(b) The Company shall be deemed to make a continuing representation of
the accuracy of any and all material facts, material information, and
data, which it supplies to Consultant, and the Company acknowledges its
awareness that Consultant will rely on such continuing representation.
(c) Company hereby agrees to indemnify Consultant against, and to hold
Consultant harmless from, any claims, demands, suits, loss, damages,
and the like arising out of Consultant's reliance upon the accuracy and
continuing accuracy of such facts, material, information, and data,
unless Consultant has been negligent in fulfilling the duties and
obligations hereunder.
Initial /s/ AT Initial /s/ MAM
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6. COMPENSATION: In the event Consultant introduces Company to any source
that provides full funding, Consultant will be compensated at the time
of funding $75,000.00 per million received, with any less amount to be
pro-rated and adjusted proportionately for its Consulting services.
This Agreement shall constitute an irrevocable payment order to the
funding source.
7. CONFIDENTIALITY: Confidential information shall mean all information in
oral or written form that is disclosed to a party (the "Receiving
Party"), by the other party (the "Disclosing Party"), that has not been
publicly made known by the Disclosing Party, either prior to or
subsequent to the Receiving Party's receipt of such information. The
Company agrees not to contact any of the Consultant's funding sources
without the prior consent of Consultant for a period of three (3) years
after termination of this Agreement.
8. ENTIRE AGREEMENT: This instrument contains the entire agreement of the
parties and may be modified only by a writing signed by the party
against whom enforcement of any waiver, change, modification, extension
or discharge is sought. This Agreement is performable in Palm Beach
County, Florida.
IN WITNESS WHEREOF, the persons signing below warrant that they are duly
authorized to sign for and on behalf of, the respective parties. This Agreement
may be executed in duplicate originals, and any executed copy of this Agreement
made by reliable means (e.g., photocopy or facsimile) shall be considered an
original.
For: Wall Street Financing For: Corpas Investments, Inc.
Consultants, Inc.
By /s/ ANTHONY TOMASSO By /s/ MOLLY A. MILES
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Anthony Tomasso, President Molly A. Miles, CEO
Date 7/24/2000 Date 7/24/2000
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