EXHIBIT 10.4
MBN CONSULTING, LLC
3151 CLINT MOORE RD., #204
BOCA RATON, FL 33496
561-995-1936 FAX 561-995-1937
EMAIL: MBNCONSULTING@ADELPHIA.NET
November 8, 2003
Thomas C. Edwards, Ph.D.
Chief Technical Officer and CEO
DYNECO CORPORATION
564 International Place
Rockledge, Florida 32599
Re: Consulting/Engagement Agreement
Dear Dr. Edwards:
This Consulting/Engagement Agreement ("Agreement") defines the scope of services
to be provided by MBN/and or its affiliates (herein collectively ) to DynEco
Corporation ("Company"), as well as the compensation to be paid by the Company
to MBN in exchange, pertaining to the consulting services and financing
contemplated by and between the Company and MBN's network of financing partners.
1.0 CONSULTING SERVICES will include exposure to retail stock brokers delivering
approved information on the company and attempting to generate interest in the
company.
1.1 FINANCIAL INTRODUCTIONS MBN will introduce institutional money managers to
DynEco.
1.2 COORDINATE a number of foreign and domestic road shows to meet individual
high net worth investors, institutional investors and money managers (foreign
and domestic).
1.3 WORK WITH MANAGEMENT to generally improve shareholder awareness. In
rendering the above services, MBN is not guaranteeing that any investors it
contacts will purchase stock on the open market or from the Company.
1.4 ADVISORY SERVICES MBN will provide advisory services on a non-exclusive
basis to the Company in the areas of corporate development: mergers and
acquisitions, corporate finance, public offerings and capital placement
transactions for the Company. MBN will also introduce other firms, products and
services to the Company as indicated during the normal course of business and
act as coordinator for all activities within its purview. MBN is not and will
not act as an agent for DynEco.
1
It is also understood that MBN is acting as an advisor only, and shall have no
authority to enter into any commitments on the Company's behalf, or to negotiate
the terms of any transaction, or to hold any funds or securities in connection
with any transaction or to perform any other acts on behalf of the Company
without the Company's express written consent.
1.5 TRANSACTIONS During the course of the engagement period, it is anticipated
that the Company may, at its sole discretion, choose to execute one or more
corporate development transactions. MBN will assist the Company in executing
these transactions on a best efforts basis, on terms satisfactory to the
Company.
2.0 ENGAGEMENT TERMS
2.1 PERIOD The period of MBN's engagement (the "Engagement Period") is 36 months
starting on, November 10th 2003.
3.1 TRANSACTIONS Other than in the Company's normal course of business
activities, any sale, merger, acquisition, joint venture, strategic alliance,
technology partnership, licensing agreement, or other similar agreements
introduced by MBN shall accrue compensation to MBN under a percentage fee of the
Aggregate Consideration as shown below.
For arranging a merger with DynEco in conjunction with developing market support
for the issue, MBN shall be paid a cash finders fee equal to 5% on the first
five million of purchase price and 2% on anything above five million of any of
the cash or stock received by DynEco as part of the merger.
3.2 RETAINER The Company shall on the 1st of every month pay $3,000 (three
thousand) dollars for 36 months starting the month after the Company has raised
$1,000,000 (one million) dollars. The one million dollars includes the initial
$240,000 Private Placement and funds from the exercise of outstanding warrants
and continue for the duration of the Agreement. In addition, 2,000,000 (two
million) shares of common stock, with immediate piggyback registration rights,
will be issued at the signing of this Consulting Agreement to MBN. MBN shall
have the right to appoint one person to the Board of Directors of DynEco
Corporation.
3.3 EXPENSES The Company shall reimburse MBN for expenses directly related to
the services performed pursuant to this agreement. All expenses must be approved
by the Company.
4.0 OTHER:
4.1 OFFERING MATERIALS MBN will use no offering materials other than such
materials prepared by the Company and approved by Company's counsel. The Company
agrees to use its best efforts to approve and/or prepare, as necessary, any
offering materials.
4.2 RELATED PARTY TRANSACTIONS MBN understands that the Company has no
obligation to close any transaction brought to the Company by MBN and MBN only
gets paid if the Company closes a transaction brought to it by MBN.
4.3 CONFIDENTIALITY This Agreement is for the confidential use of the Company
and MBN only and may not be disclosed by the Company to any person other than
its attorneys, accountants and financial advisors, and only on a confidential
basis in connection with the
2
proposed transaction or financing, except where disclosure is required by law or
is mutually consented to in writing by MBN and the Company.
4.4 PERFORMANCE Notwithstanding any other provision of this Agreement, nothing
set forth herein shall be construed as a firm commitment to execute any
transaction or place the full amount of any offering or any minimum portion
thereof. MBN cannot guarantee the successful conclusion of any transaction, for
which the Company has the right to reject, for any reason, in its sole and
absolute discretion.
4.5 GOVERNING LAW / ARBITRATION The terms of this Agreement will be governed by
and interpreted in accordance with the internal laws of the State of Florida.
If the foregoing is acceptable, please sign and return to MBN a copy of this
Agreement, which shall represent the entire agreement between us with respect to
the matters addressed herein. We look forward to working with you and remain,
Yours very truly,
MBN CONSULTING, LLC DYNECO CORPORATION
STEVEN SANDERS, MANAGING DIRECTOR
/s/ Steven Sanders /s/ Thomas C. Edwards, Ph.D.
------------------ ---------------------------
By: Steven Sanders, Managing Director By: Thomas C. Edwards, CEO
Dated: 8 November 2003
3