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EXHIBIT 4.14
FINANCIAL CONSULTING AGREEMENT
This Financial Consulting Agreement (the "Agreement") is made as of
________, 1997 by and between Team Communications Group, Inc., a California
corporation having its business address at 12300 Wilshire Boulevard, Suite 400,
Los Angeles, California 90025 (hereinafter the "Company"), and H. J. Meyers &
Co., Inc., a New York corporation having its principal place of business at
1895 Mt. Hope Avenue, Rochester, New York 14620 (hereinafter "Consultant").
In consideration of the mutual promises contained herein and on the
terms and conditions hereinafter set forth, the Company and Consultant agree as
follows:
1. Provision of Services.
(a) Consultant agrees, to the extent reasonably requested
by the President of the Company and reasonably required in the conduct of the
business of the Company, as determined by the Consultant, to place at the
disposal of the Company its judgment and experience and to provide business
development services to the Company including the following:
(i) assist the Company in its public equity
marketing efforts;
(ii) provide access to the Consultant's retail sales
force through roadshow stops and conference
calls;
(iii) provide research coverage from the Consultant's
Research Department; and
(iv) advise with regard to stockholder relations and
public relations matters.
All such services shall at all times be at the request of the
Company.
(b) Consultant agrees to use its best efforts at all times
in the furnishing of advice and recommendations, and for this purpose
Consultant shall at all times maintain or keep available for the Company an
adequate organization of personnel or a network of outside professionals for
the performance of its obligations under this Agreement.
2. Compensation. In consideration for services to be rendered under
this Agreement, the Company and Consultant hereby agree that the Company shall
pay a non-refundable fee equal to $6,000 per month for twelve (12) months,
payable in full upon the execution of this Agreement.
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The Company agrees to reimburse Consultant for its expenses incurred by
the Consultant in connection with its services hereunder. All expenses shall be
approved in advance by the Company in writing.
3. Expenses Payment Schedule. Consultant will invoice the Company
for its actual expenses for each month within fifteen (15) days of the end of
the month. Payment of invoices will be due upon receipt.
4. Liability of Consultant. In furnishing the Company with
management advice and other services as herein provided, neither Consultant nor
any officer, director or agent thereof shall be liable to the Company or its
creditors for errors of judgment or for anything except willful malfeasance,
bad faith or gross negligence in the performance of its duties or reckless
disregard or its obligations and duties under the terms of this Agreement.
It is further understood and agreed that Consultant may rely upon
information furnished to is reasonably believed to be accurate and reliable and
that, except as herein provided, Consultant shall not be accountable for any
loss suffered by the Company by reason of the Company's action or non-action on
the basis of any advice, recommendation or approval of Consultant, its
partners, employees or agents.
5. Status of Consultant. Consultant shall be deemed to be an
independent contractor and, except as expressly provided or authorized in this
Agreement, shall have no authority to act for or represent the Company.
6. Other Activities of Consultant. The Company recognizes that
Consultant now renders and may continue to render management and other services
to other companies which may or may not have policies and conduct activities
similar to those of the Company. Consultant shall be free to render such advice
and other services and the Company hereby consents thereto. Consultant shall
not be required to devotes its full time and attention to the performance of
its duties under this Agreement, but shall devote only so much of its time and
attention as it deems reasonable or necessary for such purposes.
7. Control. Nothing contained herein shall be deemed to require
the Company to take any action contrary to its Certificate of Incorporation or
By-Laws, or any applicable statute or regulation, or to deprive its Board of
Directors of their responsibility for any control of the conduct or the affairs
of the Company.
8. Term. Consultant's retention hereunder shall be for a term of
one year commencing upon the execution of this Agreement.
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9. Miscellaneous. This Agreement sets forth the entire agreement
and undertaking between the parties and supersedes all prior discussions,
agreements and understandings of every and any nature between them. This
Agreement shall be construed and interpreted according to the laws of the State
of New York.
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed
by their respective officers or representatives duly authorized the day and
year first above written.
TEAM COMMUNICATIONS GROUP, INC.
By:
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Name:
Title:
H. J. MEYERS & CO., INC.
By:
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Name:
Title:
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