THIRD AMENDMENT TO FINANCIAL CONSULTING AGREEMENT
The respective parties to that certain Financial Consulting Agreement dated
April 21, 1998 between Continental Capital & Equity Corporation (Consultant),
Carol Kolozs, and Company with both parties agreeing and understanding that
"Company" shall be deemed to include Aarica Holdings, Inc. (AHI) and all
subsidiaries of AHI, do hereby ratify and agree to execute the stated amendment.
Section 5 A. shall be amended to read as follows:
CCEC shall be entitled to receive 200,000 shares of Company stock from the
personal holdings of Carol Kolozs for services performed pursuant to the
Company's private placement offering in June, 1999. Such shares are due and
payable within thirty (30) days of the closing of said private placement
offering. The shares shall have piggyback registration rights and any other such
registration rights as may be negotiated between CCEC and underwriters.
All other terms and conditions of the Financial Consulting Agreement shall
remain in full force and effect
Consultant
By: /s/ Jim Schnorf June 17, 1999
--------------------- -------------
Jim Schnorf Date
Its: Chief Financial Officer
Company
By /s/ Carol Kolozs_______
----------------
Carol Kolozs June 17, 1999
-------------
Carol Kolozs Date
Its President
Carol Kolozs
/s/ Carol Kolozs June 17, 1999
Date
SECOND AMENDMENT TO FINANCIAL CONSULTING AGREEMENT
The respective parties to that certain Financial Consulting Agreement dated
April 21, 1998 between Continental Capital & Equity Corporation (consultant),
Carol Kolozs, and Company, with both parties agreeing and understanding that
"Company" shall be deemed to include Aarica Holdings, Inc., (AHI) and all
subsidiaries of AHI, do hereby ratify and agree to execute the stated amendment
this day and date.
Section 5 shall now be entitled "Compensation to be paid by Kolozs and the
Company"
Section 5 shall be amended to read as follows:
The Company and Kolozs agree to pay a fee to Consultant for the services
described herein and shall pay additional fees for work performed on behalf of
the Company in cash or stock as agreed by the parties. Said fees are as follows:
A. Upon securing a commitment for financing, merger/acquisition, joint
venture, marketing agreement(s) and/or other strategic alliances, or an
initial public offering, Consultant is entitled to greater of (i) 200,000
shares, or (ii) 4% of Company's common, stock on a fully diluted basis.
Twenty Percent (20%) of said shares/ownership shall be in the form of free
trading shares, with the balance to have piggyback registration rights.
All such shares shall come from the personal holdings of Carol Kolozs.
B. A Two Percent (2%) cash bonus on gross funds received from introductions
made by Consultant to include the above referenced underwriting. In the
event of a "bridge" funding prior to an initial public offering,
consultant shall defer payment of said 2%, fee until closing of the
initial public offering, but in no event will such deferral be for a
period more than six (6) months from the closing of the bridge funding.
Such fee will be paid by Company.
This amendment is executed this 19th day of March, 1999.
Consultant Carol Kolozs
By:/s/ John R. Manion /s/ Carol Kolozs
--------------------------- ----------------------
John R Manion
Its: President
Company
By: /s/ Carol Kolozs
-------------------------
Carol Kolozs
Its: President
AMENDMENT TO FINANCIAL CONSULTING AGREEMENT
The respective parties to that certain Financial Consulting Agreement dated
April 21, 1998 between Continental Capital & Equity Corporation (Consultant) and
Carol Kolozs (Company), with both parties agreeing and understanding that
"Company" shall be deemed to include Aarica Sport, S.A. DE C.V., Taimex
Industries, and any and all other such affiliated companies, do hereby ratify
and agree to execute the stated amendment this day and date. Whereas, Consultant
was retained by Company to perform certain functions as enumerated in the
original Financial Consulting Agreement, and Whereas, the scope of services
being requested to be performed by Consultant has specifically expanded, at the
request of the Company, to include participation in, among other things (i) the
restructuring of the company's bank debt, (ii) detailed discussion with the
Company's external audit firm concerning format and content of footnotes,
matters involving inventory, disputes, and legal matters, and methods to help
expedite the conclusion of the audit, and (iii) assisting the Company in
selecting a Chief Financial Officer.
Now Therefore, the parties do mutually agree to execute the following amendment:
5. Compensation to be paid by Company
The company agrees to pay a fee to Consultant for the services described herein
and shall pay additional fees for work performed on behalf of the Company in
cash or stock as agreed by the parties. Said fees are payable as follows: A.
Upon securing a commitment for a financing, merger/acquisition, joint venture,
marketing agreement(s) and/or other strategic
alliances, or an initial offering, Consultant is entitled to the greater of
(i) 200,000 shares or (ii) 4% of Company's common stock on a fully diluted
basis. Twenty Percent (20%) of said shares/ownership shall be in the form
of free trading shares, with the balance to have piggyback registration
rights.
B. A Two Percent (2%) cash bonus on gross funds received from introductions
made by Consultant to include the above referenced underwriting. In the
event of a "bridge" funding prior to a subsequent funding, Consultant shall
defer payment of said 2% fee until closing of the subsequent funding, but
in no event for a period longer than six (6) months from the closing of the
bridge funding.
This amendment is executed this 25th day of August, 1998, by and between
Consultant and Company. Both parties acknowledge that each possesses the
necessary authority to execute said amendment and that by the respective
signatures below the full power and authority has been approved and granted to
said signatories.
The parties further acknowledge that (i) this Amendment, integrated with the
April 21, 1998 Financial Consulting Agreement previously referenced, eliminates
and supersedes any previous Financial Consulting Agreements between the parties
and/or the respective principals, and (II) that certain Revolving Credit
Agreement and all related documents, dated April 30, 1998, involving the parties
and principals referenced herein, is still due and payable, and that the
repayment and conditions of said Revolving Credit Agreement are in no way waived
nor modified as a result of the Amendment.
Consultant
By: /s/ John R. Manion
-----------------------------
Continental Capital & Equity Corporation
John R. Manion
Its: President
Company
By: /s/ Carol Kolozs
-------------------------
Carol Kolozs
FINANCIAL CONSULTING AGREEMENT
This Agreement ("The Agreement") is made this 21st day of April, 1998 by and
between CONTINENTAL CAPITAL & EQUITY CORPORATION located at 195 Wekiva Springs
Road, Suite 200, Longwood, FL 32779, hereinafter sometimes referred to as
Consultant and CAROL KOLOZS, located at Lago Chalco No. 156, Col. Anahuac,
Mexico, D.F.C.P. 11320, hereinafter sometimes referred to as the Company.
WITNESSETH:
Whereas, Consultant is a financial relations company which specializes in
assisting companies in becoming publicly traded, introducing sources of interim
capital, funding merger and acquisition candidates and in disseminating
information about publicly traded companies, and
Whereas, the Company, its subsidiaries, affiliates, directors and
representatives, collectively referred to as the Company, desires to have
Consultant identify and arrange meeting(s) with publicly held companies that may
be interested in furthering the business of the Company by raising capital.
joint venturing, acquiring, merging or some other means which proves beneficial
to the Company and
Whereas, the Company desires to retain Consultant for the purposes of consulting
on potential sources of capital in addition to making strategic introductions,
and
Whereas, Consultant is willing to accept the Company as a client.
NOW THEREFORE, In consideration of the mutual covenants herein contained, it is
agreed:
1. ENGAGEMENT: The Company hereby engages Consultant to perform financial
consulting services described in section 2 of this agreement, but subject to the
further provisions of this agreement.
2. CONSULTING SERVICES: Consists of the following:
(A) Consultant will attempt to introduce to the Company potential sources
of capital, merger, acquisition, joint venture, marketing agreement(s) and/or
other strategic alliances which may benefit the Company in the performance of
implementing its business plan(s).
3. TIME OF PERFORMANCE: Services to be performed under this agreement shall
commence upon execution of this agreement and shall continue until completion
which is generally expected to occur within one year. This agreement will
automatically renew, unless either party informs the other within thirty days of
its termination, their intent to cancel.
4. TERMINATION: Either party may cancel this agreement by supplying the other
party with a 15 day written notice of their intent to do so. Under no
circumstance will cancellation of this agreement cancel any fees which are
earned or in the process of being earned. In other words all introductions made
by the Consultant, which result in a benefit to the Company will be deemed fully
earned fees by the Consultant regardless of cancellation. In the event that the
Company fails to cooperate with Consultant or falls to make timely payment of
the compensation set forth herein, Consultant shall have the right to terminate
any further performance under this agreement. In such event all earned
compensation shall become immediately due and payable.
5. COMPENSATION TO BE PAID BY THE COMPANY: The Company agrees to pay a fee
to Consultant for the services described herein and shall pay additional fees
for work performed on behalf of the Company in cash or stock as agreed by the
parties. Said fees are payable as follows:
(A) Upon securing a commitment for a financing, merger/acquisition, joint
venture, marketing agreement(s) and/or other strategic alliances, or an initial
offering Consultant is entitled to 300,000 shares or four percent (4%) of the
Company's Common Stock. Twenty percent (20%) of which will be free trading
shares of the Company's Common Stock. with the balance to have piggyback
registration rights.
(B) A four percent (4%) cash bonus on any funds received from
introductions made by Consultant to include the above reference underwriting.
6. LIMITATION OF LIABILITY: If Consultant fails to perform its duties under
this agreement. its entire liability to the Company shall not exceed the amount
of compensation Consultant has received from the Company.
7. CONFIDENTIALITY/NONDISCLOSURE/NONCIRCUMVENTION:
(A) Until such time as the same may become publicly known, Consultant
agrees that any information of a confidential nature will not be revealed or
disclosed to any person or entity except in the performance of this Agreement
and upon written request of the Company all materials, original documentation
provided by the Company will be returned to it.
(B) Further, the Company agrees not to circumvent or interferes with or
attempt to circumvent or interfere with the business relationships existing
between Consultant and any financing sources introduced to the Company by the
Consultant.
(C) The Company shall not pursue any business relationship with any
financing source introduced to the Company by the Consultant, now and for a
period of two years subsequent to the date this Agreement is executed. without
the expressed written permission of Consultant. If the Company should circumvent
Consultant and enter into a business relationship with any financing source
introduced to the Company by Consultant, Consultant shall be entitled to receive
a fee of 6% of the gross proceeds received by the Company upon closing of any
such related transaction.
(D) The Company may disclose information concerning any financing source
introduced by Consultant to Its professional advisors, such as legal counsel or
accountant. but must first establish that all agents must abide by the Company s
obligations and covenants established herein.
8. NOTICES: All notices hereunder shall be in writing and addressed to the party
at the address herein set forth, or at such other address as to which notice
pursuant to this section may be given, and shall be given by personal delivery,
by certified mail, express mail or by national overnight courier services.
Notices will be deemed given upon the earlier of actual receipt or three (3)
business days after being mailed or delivered to such courier service.
Notices shall be addressed to Consultant at
Suite 200
195 Wekiva Springs Road
Longwood, FL 32779
and to the Company at:
Lago Chalco No. 156
Col. Anahuac
Mexico, D.F.C.P. 11320
Any notices to be given hereunder will be effective if executed by and sent by
the attorneys for the parties giving such notice, and in connection therewith
the parties and their respective counsel agree that in giving such notice such
counsel may communicate directly in writing with such parties to the extent
necessary to give such notice.
9. SEPARABILITY: If one of more of the provisions of this Agreement shall be
held invalid, illegal, or unenforceable in any respect, such provision, to the
extent invalid, illegal, or unenforceable, and provided that such provision is
not essential to the transaction provided for by this Agreement, shall not
affect any other provision hereof and the Agreement shall be construed as if
such provision had never been contained herein.
10. MISCELLANEOUS:
(A) REGISTERED CLIENTS: The Consultant agrees to get a 1etter from each
client(s) it introduces to the Company which assures the Consultant that said
client(s) has no previous working relationship with the Company and then
register such client with the Company. The Company agrees to inform the
Consultant within 1 hour of receipt of the registered should they have any
discrepancy.
(B) GOVERNING LAW: This Agreement shall be governed by the laws of the
State of Florida where Consultant resides and this Agreement has been accepted
by Consultant.
(C) CURRENCY: In all instances, references to dollars shall be deemed to be
United States Dollars.
(D) MULTIPLE COUNTERPARTS: This Agreement may be executed in multiple
counterparts. each of which shall be deemed an original. It shall be necessary
that each party execute each counterpart.
Executed as a sealed instrument as of the day and year first above written.
CONFIRMED AND AGREED ON THE 24th DAY OF April, 1998
---- -------
CONTINENTAL CAPITAL & EQUITY CORPORATION
By: _/s/ (not legible)________ /s/ John R. Manion
---------------- ----------------------------
CCEC Representative CCEC Officer
/s/ (not legible /s/ James Manion
------------------------- -----------------------------
Witness Witness
CONFIRMED AND AGREED ON THE 24th DAY OF April, 1998
---- ------
CAROL KOLOZS
By: /s/ Carol Kolozs
--------------------------
Duly Authorized