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Exhibit 10(viii)
STILLWATER CAPITAL ADVISORS, LLC
SUN TRUST PLAZA
303 PEACHTREE STREET, NE
SUITE 4560
ATLANTA, GA 30308
(317) 815-9373 FAX: (520) 222-0982
January 1, 2001
Mr. J. Roe Hitchcock
Chief Executive Officer
FanZ Enterprises, Inc.
3020-I Prosperity Church Road
Suite 293
Charlotte, NC 28269-7197
Dear Mr. Hitchcock:
This letter will confirm the engagement of Stillwater Capital Advisors, LLC (the
"Advisor") by FanZ Enterprises, Inc. ("FANZ" or the "Company") to act as
financial advisor to assist the Company in preparation of its business plan and
to provide general financial consulting services in connection with the growth
initiatives of FANZ ("Advisory Program") during the Engagement Period as defined
herein. It is contemplated that the Advisor shall use its best efforts to assist
the Company in preparing and reviewing the documentation needed to complete a
business plan which includes a public offering of the Company's securities to
meet its growth initiatives (the "Capital Raising Program"). Our acting as
financial advisor shall be subject to the following general terms and
conditions:
1. The Company has informed the Advisor that it intends to pursue the
Capital Raising Program and has equity financing needs of up to Twenty
Five Million Dollars ($25,000,000) to implement its business plan.
2. The Advisory Program is subject to the satisfactory completion of our
normal due diligence analysis. In undertaking the Advisory Program, the
Advisor will rely, without independent verification, on the accuracy
and completeness of all information that is furnished by the Company,
its agents or other such representatives.
3. The Advisor shall receive from the Company or its successors, a cash
Advisory Fee equal to Seven Hundred and Fifty Thousand Dollars
($750,000). This Agreement, once effective, may be terminated by the
Company providing thirty (30) days prior written notice, to the
Advisor, of its election of termination.
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4. It shall be the Company's obligation to bear all the reasonable out of
pocket expenses of the Advisor in connection with the Advisory program.
These expenses shall include, but not be limited to, the Advisor's
reasonable outside legal fees, due diligence, preparation of the
business plan and related documentation, travel expenses and any other
out-of-pocket expenses.
5. The Company agrees that it will not negotiate with any other advisor
during the Engagement Period (or at least until notice of termination
is given hereunder) following execution of this letter regarding this
or a similar assignment. The Company agrees to promptly make available
all information reasonably required by the Advisor. If, for any reason
whatsoever, the Capital Raising Program contemplated by this letter is
not consummated, the Advisor shall not be liable or responsible for any
expense of the Company, for any charges, claims or damages of any kind
or nature whatsoever arising out of this letter or the proposed
financing or the failure to proceed therewith or otherwise, and the
Company shall indemnify the Advisor against any and all claims, losses
or damages arising out of any such events except for claims, losses, or
damages arising as a result of the gross negligence or willful
misconduct of the Advisor.
6. It is understood that the services of the Advisor hereunder are limited
to those contained herein, and the Company agrees to indemnify the
Advisor and hold it harmless from and against any and all losses,
claims, damages, liabilities and expenses including expense of
litigation or preparation therefore, which may be asserted against the
Advisor, its officers, directors and affiliates in connection with or
arising out of this engagement, except for such losses, claims,
damages, liabilities and expenses arising out of this engagement, and
arising solely as a result of the gross negligence, bad faith, self
dealing and criminal conduct of the Advisor. The Company agrees that
neither the Advisor nor any of its affiliates, employees, agents,
shareholders or directors shall have any liability (whether in contract
or tort or otherwise) except to the extent that such liability arises
solely by reason of the gross negligence or willful misconduct of the
Advisor. The foregoing indemnity shall survive the completion of the
services contemplated herein.
7. This letter is intended solely for the use by the Company in evaluating
whether to accept the engagement agreement with the Advisor. Copies of
this engagement letter and any work generated through this engagement
may not be released to any person who is not a member of the Company's
management group, or its Board of Directors, or an agent for the
Company, without the express written consent of the Advisor.
8. The Company represents that consummation of the transaction
contemplated herein will not conflict with or result in a breach of any
of the terms, provisions or conditions of any agreement, written or
otherwise, to which it is a party.
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9. The term of the Advisor's engagement hereunder shall be for the 365 day
period following the execution date of this letter (the "Engagement
Period") unless terminated earlier in accordance with the terms
hereunder, provided that any rights or obligations that accrue
hereunder during that term shall survive termination of the Advisor's
engagement.
10. Stillwater, is acting as an Advisor to the Company, and is performing
financial advisory services described in the first paragraph of this
letter.
This letter shall serve as an indication of our mutual intention as regards to
the proposed Advisory Program. Please affix your signature and date in the place
designated and by so doing, you will confirm that the foregoing correctly sets
forth our understanding in connection with the proposed Advisory Program.
We look forward to working with you on this transaction.
Very truly yours, Accepted and Agreed to:
STILLWATER CAPITAL ADVISORS, LLC FANZ ENTERPRISES, INC.
By: /s/ R.L. Farmer By: /s/ J. Roe Hitchcock
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