RH
INVESTMENT CORPORATION
MEMBER NASD, SIPC, CA. PSA
(800) 890-1629 PH.
(818) 386-6415 PH.
(818) 386-6429 FX.
INVESTMENT BANKING AGREEMENT
This Investment Banking Agreement (the "Agreement") is made and entered
into this ______ day of August 2000, between Alpine Entertainment Inc.
("Company"), on the one hand, and RH Investment Corporation which is a member in
good standing of the National Association of Securities Dealers, Inc.
("Banker"), on the other hand.
In consideration of and for the mutual promises and covenants contained
herein, and for other good and valuable consideration, the receipt of which is
hereby acknowledged, the parties agree as follows:
1. PURPOSE: Company hereby employs Banker to render Investment Banking
Services to Company relating to financial planning and capital
procurement upon the terms and conditions as set herein. Banker intends
to form a selling syndicate to raise, on a best efforts basis, an
Initial Public Offering between ONE MILLION FIVE HUNDRED THOUSAND
DOLLARS AND NO CENTS ($1,500,000.00) and SEVEN MILLION FIVE HUNDRED
THOUSANDDOLLARS AND NO CENTS ($7,500,000.00). All monies raised during
the Initial Public Offering shall be held in escrow until the minimum
amount ($1,500,000.00) is met. Only after the minimum is met shall
monies be released from the escrow to the Company. Fees paid to Banker
by the Company, for the Initial Public Offering shall consist of 10% of
the total dollars raised as commission, 3% non-accountable expenses
plus 10% warrants. Any mergers, strategic partnerships, joint ventures
or cooperatives of any type relating to the Company's business
pursuits, that the Company enters into, becomes involves with or
associates itself with, whether in whole or as an entity created from
the whole, that is the result of the efforts, introductions or
mediations of the Banker, pursuant to this Agreement, shall cause the
Company to remit to the Banker a commission in an amount to be
negotiated, but in no case to be less than 10% of the dollars involved.
In the case of an exchange of securities or other non-dollar
denominated medium of exchange between the Company and a third party
Banker shall be compensated in kind. Banker reserves the right to
employ sources, advisors, entities, persons, companies or
organizations, not currently under the employ of RH Investment Corp, at
Company expense, to bring to fruition Company's Business Plan and or
facilitate the financing. Banker and its employees and agents shall be
given reasonable access to Company's officers, premises and records.
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However, Banker is under no obligation by virtue of this Agreement to
undertake any offering on behalf of the Company. The details and
commitment for any such undertaking will be pursuant to a separate
agreement.
Banker shall compensate any finder or introducer for which the Banker
has a prior written agreement delineating terms and conditions of said
relationship. Banker shall be the sole determining party as to the
viability and enforceability of the compensation relationship or
agreement that any finder and/or introducer may have pertinent to the
transaction(s) outlined within this agreement. Disputes shall be
settled by binding arbitration. (see Paragraph 9 below)
The terms of this agreement shall remain in force for a period of six
(6) months or until the conclusion of the financing described above.
Either party may terminate this agreement, without prejudice, with
sixty (60) days written notice.
2. DUTIES OF THE BANKER:
In performing its duties pursuant to this Agreement, Banker shall
provide Company with the benefits of its reasonable judgement and
efforts. Banker's expertise, experience and professional contacts shall
be utilized to further the goals outlined under the Company's Business
Plan.
4. COMPENSATION:
a) For this accommodation and other valued services rendered by the
Banker to the Company pursuant to this Agreement, upon execution
hereof, the Company shall pay to the Banker the sum of TWO
THOUSAND FIVE HUNDRED DOLLARS AND NO CENTS ($2,500.00) per month
commencing with the execution of this agreement. This monthly
retainer shall be paid each month on the 15th of the month in
advance. Said retainer shall terminate upon the statement of
effectiveness from the regulatory agencies with respect to the
Initial Public Offering.
b) Company shall reimburse Banker for out-of-pocket expenses,
including without limitation, reasonable attorney's and industry
expert's fees, employment of outside experts, allocation of
employee time and expertise, travel expenses, lodging, meals and
reasonable non-accountable expenses while in pursuit of Company's
interests, within 15 days after presentation of written invoice.
Any expenditure in excess of SEVEN THOUSAND FIVE HUNDRED DOLLARS
AND NO CENTS ($7,5000.00) will require Company approval.
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c) Failure to pay to Banker, by Company, fees, expenses and other
recompense due Banker, pursuant to this agreement, within thirty
days after written notification of said delinquency shall
constitute a breach of the agreement on the part of the Company.
Banker shall reserve the right to obtain recompense through any
means available.
5. PROPRIETARY INFORMATION: Banker agrees that it will not sell, use
in any manner, not authorized in writing by Company, or disclose
any of the Company's trade secrets or any other proprietary
information obtained by Banker during its employment by Company
pursuant to this Agreement including, without limitations,
information concerning the Company's current or any future and
proposed operations, services or products ("Confidential
Information"). Confidential information shall not include
information or material that (i) is now or later becomes generally
known to the public (other that as a result of a breach of this
Agreement); (ii) is independently developed by Banker without use
of the Confidential Information; (iii) is lawfully obtained by
Banker from a third party who has lawfully obtained such
information; (iv) is later published or generally disclosed to the
public by Company; (v) is already known or available to the Banker
at the time of its disclosure; (vi) is approved for release by
prior written authorization of Company; or (vii) is required to be
disclosed pursuant to any applicable statute, law, rule or
regulation of any governmental authority or pursuant to any order
of any court of competent jurisdiction, provided that Banker shall
advise Company of the requirement for disclosure in sufficient
time to apply for such legal protection as may be available with
respect to the confidentiality of the Confidential Information.
6. RIGHT OF FIRST REFUSAL: In consideration for the services to be
rendered by the Banker pursuant to this Agreement, company agrees
that, for a period of two (2) years following the execution of
this Agreement, Banker shall have the RIGHT OF FIRST REFUSAL to be
the Company's exclusive Banker and Investment Advisor with respect
to any offer or sale of securities by Company, whether by means of
public or private offering or a transaction pursuant to Regulation
S under the Securities Act of 1933 as amended, or any capital
financing, merger or acquisition the Company or its subsidiaries,
departments or related entities undertakes. Company shall
reasonably recompense Banker for the forfeiture of this RIGHT OF
FIRST REFUSAL.
7. AVAILABILITY OF INFORMATION: It is understood and agreed between
the Company and Banker that all documents and other information
relating to the Company's affairs will be made available upon
request to Banker and its counsel, and copies of any such
documents will be furnished upon request to Banker or its counsel.
8. CONFLICT WITH LAW: It is understood that if any provision of this
Agreement conflicts with the Securities Act of 1933, as amended,
any rule or regulation under such Securities Act, the blue sky
laws of any state in which the proposed offering is to be
qualified, the National Association of Securities Dealers, Inc.,
or any other governmental authority either federal or state,
possessing jurisdiction over the sale and issuance of such
securities, the parties shall amend this Agreement to comply with
such regulation.
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9. ARBITRATION: Any controversy or claim arising out of or relating
to the compensation to be paid by Company or the services rendered
by Banker pursuant to the terms of this Agreement, or otherwise
related to the compliance by either party with its obligations
hereunder, shall be settled by binding arbitration in Los Angeles,
California, in accordance with the rules of the American
Arbitration Association, and judgement on the award rendered by
the arbitrator(s) may be entered by any court having jurisdiction
thereof.
10. ASSIGNMENT: This Agreement and the rights hereunder may not be
assigned by either party (except by operation of law) without the
prior written consent of the other party, but, subject to the
foregoing limitation, this Agreement shall be binding upon and
inure to the benefit of the respective successors, assigns and
legal representatives of the parties.
11. CAPTIONS: The headings of the sections of this Agreement are
intended solely for convenience of reference and are not intended
and shall not be deemed for any purpose whatever to modify or
explain or place any construction upon any of the provisions of
this Agreement.
12. ATTORNEY'S FEES: In the event any party hereto shall institute an
action to enforce any rights hereunder, the prevailing party in
such action shall be entitled and the arbitrator(s) or Court shall
award, in addition to any other relief awarded by the
arbitrator(s) or the Court, reasonable attorney's fees, costs and
expenses.
13. ENTIRE AGREEMENT: This Agreement constitutes the entire agreement
between the parties hereto pertaining to the subject matter hereof
and supersedes all prior and contemporaneous agreements and
understanding of the parties, and there are no representations,
warranties or other agreements between the parties in connection
with the amendment, waiver or termination of the Agreement shall
be binding unless executed in writing by the parties hereto. No
waiver of any of the provisions of this Agreement shall be deemed
or shall constitute a waiver of any provision hereof (whether or
not similar), nor shall waiver constitute a continuing waiver.
14. NOTICE: Any notice, instruction or communication required or
permitted to be given under this Agreement to any party shall be
in writing and shall be deemed received when personally delivered
by the Federal Express or any other reputable overnight delivery
service, or three days after deposit in the United States mail by
certified or express mail, return receipt requested first class
postage prepaid, to the address specified herein or otherwise as
such party may request by written notice.
15. GOVERNING LAWS: The parties hereto hereby agree that this
Agreement shall be governed by the Laws of the United States of
America, the State of California, the National Association of
Securities Dealers, the Securities Exchange Commission, the New
York Stock Exchange and any Federal Agencies having jurisdiction
over the sale or transmittal of securities, investments or
financing outlined within this agreement.
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16. INDEMNIFICATION: The undersigned as agent(s) for Company, agrees
to hold harmless the Banker and all of its affiliates, attorneys,
accountants, associates, employees, officers, directors and/or
agents from any liability, claims, costs, damages, losses or
expenses incurred or sustained by it or them as a result of
Banker's actions, advice, consultations, representations,
statements, introductions, performances, or the lack thereof.
Company agrees to bear any costs Banker may incur investigating a
claim or defending itself during an action if the events occur
during the term of this agreement.
17. FRAUD: The undersigned agree and certify that all disclosures
relating to the proposed financing and the general operation and
structure of the Company, its subsidiaries, whether wholly or
partially owned, investment or funding related activities and any
other Company related enterprises, have been made to the Banker in
a full and truthful manner whether or not requested by the Banker.
The undersigned agree to hold blameless the Banker in the event
that full and truthful disclosure, by the Company, has not
occurred relating to any activities that may jeopardize the
Banker's good standing with, federal and state regulatory
agencies, law enforcement organizations or any other regulatory
entity.. In the event that the Banker determines or has reasonable
suspicion to believe that material information, that could
potentially damage the Banker's good standing or involve the
Banker or has involved the Company in illegal acts whether of a
civil or criminal action, has been withheld or not communicated to
the Banker, whether at Banker's express request or not, Banker
reserves the right to vacate this and any other agreement entered
into by the parties immediately without the statutory sixty (60)
day notification period stated in paragraph one (1) above. Banker
reserves the right to make any information that relates to
potential or real violation(s) of the law or rules and regulations
of the securities industry available to said law enforcement
agencies or regulatory bodies.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement this day and year first above written.
ALPINE ENTERTAINMENT INC,
By: /S/ Roland Carroll By: /S/ Greg Cozine
------------------- ----------------
Roland Carroll Greg Cozine
President Vice President of Finance
Date: ________________
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RH INVESTMENT CORP.
By: /S/ Stuart S. Greenberg
------------------------
Stuart S. Greenberg
Managing Director -- Investment Banking Division
Date:______________________
cc: A. L. "Bud" Byrnes - CEO RH Investment Corp