Penny King Holdings Corporation
National Capital Merchant Group, Ltd.
613 Coral Reef Drive
Gaithersburg, Maryland 20878
(240) 683-8844; Fax (520) 447-1285
FINANCIAL CONSULTING SERVICES AGREEMENT
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This Financial Consulting Services Agreement (The Agreement) is entered
this 5th day of December , 2001 by and between Penny King Holdings Corporation,
a Delaware Corporation, and National Capital Merchant Group, Ltd. (Consultant) a
Bahamas Corporation and FONECASH, INC., (Client), a Delaware Corporation, with
reference to the following:
RECITALS
A. The Client desires to be assured of the association and services of
the Consultant in order to avail itself of the Consultants experience, skills,
abilities, knowledge, and background to facilitate long range strategic
planning, and to advise the Client in business and/or financial matters and is
therefore willing to engage the Consultant upon the terms and conditions set
forth herein;
B. The Consultant agrees to be engaged and retained by the Client and
upon the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing, of the mutual
promises hereinafter set forth and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. Engagement. Client hereby engages Consultant on a non-exclusive
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basis, and Consultant hereby accepts the engagement to become a financial
consultant to the Client and to render such advice, consultation, information,
and services to the Directors and/or Officers of the Client regarding general
financial and business matters including, but not limited to:
A. Mergers and acquisitions advisory, reorganizations, reverse
mergers, divestitures, and capital sources, due diligence studies; and
B. Capital structures, banking methods and systems, financial
transactions; and
C. Periodic reporting as to developments concerning the general
financial markets and public securities markets and industry which may be of
interest or concern to the Client or the Clients business; and
D. Broker/dealer and institutional investor relations for Client.
It shall be expressly understood that Consultant shall not
provide any advice or services to Client with respect to any proposed offering
of securities by Client or any affiliate. Consultant shall have no power to bind
Client to any contract or obligation or to transact any business in Clients name
or on behalf of Client in any manner.
2. Term. The term (Term) of this Agreement shall commence on the date
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hereof and continue for twelve ( 12 ) months. Both parties upon terms and
conditions agreed to by the parties, unless or until the Agreement is
terminated, may extend the Agreement upon agreement. Either party may cancel
this Agreement upon five days written notice in the event either party violates
any material provision of this Agreement and fails to cure such violation within
five (5) days of written notification of such violation from the other party.
Such cancellation shall not excuse the breach or non-performance by the other
party or relieve the breaching party of its obligation incurred prior to the
date of cancellation.
3. Compensation and Fees. As consideration for Consultant entering into
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this Agreement, Client shall pay Consultant the following:
A. A cash engagement fee (Engagement Fee) of $25,000, payable in
the form of Two Hundred Fifty Thousand (250,000) free trading shares of
FONECASH, INC.(symbol FCSH OTC BB) upon the execution of this Agreement.
B. Certificates representing an aggregate of Two Million Five
Hundred Thousand (2,500,000) shares of common stock, $.0001 par value, of Client
(the Shares). The Shares, when issued to Consultant, will be duly authorized,
validly issued and outstanding, fully paid and non assessable and will not be
subject to any liens or encumbrances.
C. Warrants to purchase shares of common stock of Client in the
amount of Two Million Five Hundred Thousand (2,500,000) warrants or options
exercisable at $.20 per share on or prior to three (3) years from the date
hereof.
Securities shall be issued to Consultant in accordance with a
mutually acceptable plan of issuance as to relieve securities or Consultant from
restrictions upon transferability of shares in compliance with applicable
registration provisions or exemptions. The sum of $250,000.00 cash to be
released to Client within five (5) business days of delivery of the shares,
warrants and engagement fee to Escrow Agent as determined by Consultant.
4. Exclusivity; Performance; Confidentiality. The services of
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Consultant hereunder shall not be exclusive, and Consultant and its agents may
perform similar or different services for other persons or entities whether or
not they are competitors of Client. Consultant shall be required to expend only
such time as is necessary to services to Client in a commercially reasonable
manner. Consultant acknowledges and agrees that confidential and valuable
information proprietary to Client and obtained during its engagement by the
Client, shall not be, directly or indirectly, disclosed without the prior
express written consent of the Client, unless and until such information is
otherwise known to the public generally or is not otherwise secret and
confidential.
5. Independent Contractor. In its performance hereunder, Consultant and
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its agents shall be an independent contractor. Consultant shall complete the
services required hereunder according to his own means and methods of work,
which shall be in the exclusive charge and control of Consultant and which shall
not be subject to the control or supervision of Client, except as to the results
of the work. Client acknowledges that nothing in this Agreement shall be
construed to require Consultant to provide services to Client at any specific
time, or in any specific place or manner. Payments to Consultant hereunder shall
not be subject to withholding taxes or other employment taxes as required with
respect to compensation paid to an employee.
6. Miscellaneous. No waiver of any of the provisions of this Agreement
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shall be deemed or shall constitute a waiver of any other provision and no
waiver shall constitute a continuing waiver. No waiver shall be binding unless
executed in writing by the party making the waiver. No supplement, modification,
or amendment of this Agreement shall be binding unless executed in writing by
all parties. This Agreement constitutes the entire agreement between the parties
and supersedes any prior agreements and negotiations. There are no third party
beneficiaries of this Agreement.
IN WITNESS WHEREOF, the parties hereto have entered into this Agreement
on the date first written above.
"Client"
/s/ Daniel E. Charboneau
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By:Daniel E. Charboneau, its President
"Consultant"
/s/ Gabor Sandor Acs
By:Gabor Sandor Acs, its President
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For: Penny King Holding Corporation
/s/ Tim R.Chamberlain
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By Tim R. Chamberlain
For: National Capital
Merchant Group, Ltd
DELIVERY INSTRUCTIONS
BY MAIL: Penny King Holdings Corporation
National Capital Merchant Group, Ltd.
c/o 613 Coral Reef Drive
Gaithersburg, Maryland 20878
Daniel E. Charboneau,
President 90 Park Avenue,
Suite 1700
New York, NY 10016