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EXHIBIT 10.19
ENGAGEMENT LETTER FOR FINANCIAL ADVISORY SERVICES
This agreement ("Agreement") is entered into as of the 10th day of
August, 2000 between NLC INC., a Florida corporation with offices located at 260
Southeast Mizner Boulevard, Suite 612, Boca Raton, Florida 33432 (the
"Consultant"), and CORPAS INVESTMENTS, INC., a Florida corporation with offices
located at 1640 5th Street, Suite 218, Santa Monica, California 90401 (the
"Company").
W I T N E S S E T H :
WHEREAS, the Company desires to engage the Consultant and the
Consultant desires to be engaged by the Company pursuant to the terms and
conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the foregoing and the mutual
promises and covenants herein contained, the parties agree as follows:
1. Engagement. The Company hereby engages the Consultant on a
non-exclusive basis to advise the Company on a range of corporate financial and
associated matters which may be undertaken by the Company (collectively, the
"Services").
2. Services. Consultant shall assist the Company in analyzing and
assessing alternatives for raising capital and assisting the Company in
formulating the optimum strategy to meet the company's immediate working capital
and capital resources needs in the total amount of One Million Five Hundred
Thousand ($1,500,000) Dollars, including the use of private offerings of the
securities of the Company.
3. Term. The term of this Agreement shall be for a period of not
more than thirty (30) days from the date of this Agreement (the "Term").
4. Performance. It is understood and agreed that the Services do
not include the provision by Consultant of public relations services,
advertising services, accounting, auditing and/or legal services. Consultant is
not acting as a broker-dealer, underwriter, investment banker and/or market
maker within the meaning of the applicable state and federal securities laws. It
is further understood and agreed that the Services do not require Consultant to
raise any capital for or on behalf of the Company. At no time shall Consultant
provide services which would require Consultant to be registered and licensed
with any federal or state regulatory body or self-regulating agency.
5. Compensation.
(a) Fee. For initial funding received by the
Company through introductions made by Consultant pursuant to this Agreement in
the amount of Five Hundred Thousand ($500,000) Dollars, the Company shall
immediately pay Compensation to Consultant in the amount of Fifty Thousand
($50,000) Dollars; for additional funding received by the Company through
introductions made by Consultant pursuant to this Agreement in the total amount
of One Million ($1,000,000) Dollars (representing funding in the total aggregate
amount of One Million Five Hundred Thousand ($1,500,000) Dollars), Compensation
payable to Consultant shall be pro rated in an amount equal to ten (10%) per
cent of funding received. Compensation is to be paid to Consultant as funds are
received by Company. The total amount of Compensation which may be due to
Consultant under this Agreement shall not exceed One Hundred Fifty Thousand
($150,000) Dollars.
(b) Stock.
(i) In addition to the Compensation referred
to in Paragraph 5(a) above: (1) for the initial
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Five Hundred Thousand ($500,000) Dollars of funding received by the
Company through introductions made by Consultant pursuant to this
Agreement, the Company shall immediately issue to Consultant two
hundred twenty-five thousand (225,000) shares of the Company's common
stock, par value $.001 (the "Common Stock"); and (2) for additional
funding received by the Company through introductions made by
Consultant pursuant to this Agreement in the total amount of One
Million ($1,000,000) Dollars (representing funding in the total
aggregate amount of One Million Five Hundred Thousand ($1,500,000)
Dollars), the shares of stock to be immediately issued by Company to
Consultant shall be pro rated to reflect an amount equal to Forty-five
Thousand (45,000) shares per each One Hundred Thousand ($100,000)
Dollars of funding received. Shares of common stock are to be issued to
Consultant as funds are received by Company. The total number of shares
of Common Stock issuable to Consultant under this Agreement shall not
exceed Six Hundred Seventy-five Thousand (675,000) shares.
(ii) In connection with the issuance to
Consultant of any of the Company's Common Stock pursuant to this
Agreement, the Consultant agrees to execute an investment
representation letter in favor of the Company containing customary
terms and provisions.
(iii) Consultant acknowledges that the
Shares issuable pursuant to Paragraph 6(b)(i) above have not been
registered under the Securities Act of 1933, as amended (the "Act"),
nor under any state securities laws and shall not be sold, transferred,
assigned, hypothecated or otherwise disposed of until a registration
statement with respect thereto is declared effective under such Act or
the Company receives an opinion of counsel to the Company that an
exemption from the registration requirements of the Act is available.
Certificates issued to Consultant pursuant to this Agreement shall bear
an appropriate restrictive legend reflecting the foregoing.
7. Termination. If, by close of business (PDT) on Wednesday,
August 16, 2000, the Company is not in receipt of funding through introductions
made by Consultant pursuant to this Agreement in a mini-mum amount of Five
Hundred Thousand ($500,000) Dollars, this Agreement shall immediately terminate
and be void and of no further force and effect, following which neither party
shall have any further obligations to the other.
8. Governing Law. This Agreement shall be governed by, construed
and enforced in accordance with the laws of the State of Florida without giving
effect to conflicts of law.
9. Counterparts/Facsimile Signatures. This Agreement may be
executed in counterparts, each of which shall be deemed an original and all of
which together shall constitute one and the same agreement. Facsimile signatures
on counterparts of this Agreement are hereby authorized and shall be
acknowledged as if such facsimile signatures were an original execution, and
this Agreement shall be deemed as executed when an executed facsimile hereof is
transmitted by a party to any other party.
10. 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.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the
day and year first above written.
NLC INC. CORPAS INVESTMENTS, INC.
By /S/ Guy Urciuoli By /s/ Molly A. Miles
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Guy Urciuoli, President Molly A. Miles, CEO