THIS AGREEMENT made as of the 24th day of June, 0000
X X X X X X N :
Hilltek Investments Ltd.
(hereinafter called the "Manager")
- and -
m-Wise, Inc.
(hereinafter called the "Company")
WHEREAS, the Company currently operates as a private
company and wishes to become publicly traded on the Over the
Counter Bulleting Board market (the "OTCBB");
AND WHEREAS, the Company wishes to retain the Manager,
and those persons, companies and entities whom the Manager may
introduce, to assist the Company in connection with the
foregoing;
AND WHEREAS, Manager represents and warrants that it
has the capability, expertise, know-how and the connections in
order to assist the Company in connection with the foregoing.
AND WHEREAS, the Company has agreed to provide the
Manager with all necessary assistance, information, support and
executive and professional time which may be required;
NOW THEREFORE, for good and valuable consideration
passing amongst
the parties hereto, the receipt and sufficiency of which is
hereby acknowledged, the parties
hereto covenant an agree as follows:
1. The recitals hereinbefore contained are true and correct and
bind the parties in the execution of this agreement.
2. The Manager will provide the following services to the
Company:
A. The Manager shall assist the Company to cause a
Registration statement to be filed to qualify the Company to
trade on the OTCBB on or before November 30, 2003 (the
"Registration Statement" and the "Expiration Date").
B. Simultaneously, the Manager shall assist the Company in
filing a Form 15C-211 and shall apply for the OTCBB.
C. Following the inception of trading under the Company's
name and symbol, the Manager shall provide ongoing consulting
services to the Company to assist it to maintain its public
listing and general securities and business structuring
consulting services as well as introducing the Company to
professional service providers which shall assist the Company to
maintain its status as a publicly traded Company.
3. In consideration for its efforts, the Manager shall receive,
fully paid, non-restricted (except by applicable law or as set
forth herein) 4,297,816 shares of common stock of the Company,
par value $0.01 each (the "Manager's Fee").
4. Except for accounting and auditing expenses, by an SEC
approved accountant, which shall be borne solely by the Company,
all the costs associated with the transactions in section 2 above
(including the merger and filings detailed therein) shall be
borne solely by the Manager. The Company will not be required to
pay any other amounts to the Manager or any other third parties.
5. The identity of any and all third party service providers,
which shall conduct and perform the transactions listed in
section 2 above shall be in the sole discretion of the Manager
and their compensation shall be paid solely from the Manager's
Fee. Further, it is hereby acknowledged and agreed by the Company
that Manager will need to retain the services of third parties in
order to perform its obligations hereunder.
6. The Company agrees to fully cooperate in connection with
providing all necessary information, documentation and the time
of executive and management staff, which will be required by the
Manager. This shall include the providing of audited financial
statements, appropriate detailed business plans for the Company,
and all reasonable due diligence materials which may be required.
The Company understands that in order for the Company to become a
publicly traded entity, it is necessary for the Company to fully
cooperate with the Manager and to provide such materials as may
be required, as well as providing significant executive time and
availability in connection with the preparation and review of
documents, as well as execution of the market awareness program
for the shares. The Company must provide the services of an
accounting firm familiar with SEC reporting requirements in order
to prepare the relevant filings with the SEC, NASD and other
agencies and that such accountant be approved by the SEC. Any and
all accounting and audited expenses will be borne solely by the
Company.
7. The Company acknowledges that Manager does not legally
represent the Company or its shareholders, and nothing contained
herein or in Manager's actions shall be constituted as legal
advice with respect to the proposed transaction or with respect
to tax implications. The Company shall be solely responsible for
its legal and tax advice.
8. The Company acknowledges that only up to forty percent (40%)
(including all of the Manager's Fee) of the issued and
outstanding shares will be the subject of the Registration
Statement.
9. Term and Termination: This agreement shall be in full force
and effect until cancelled by either party, after the Expiration
Date, by serving the other party with written notice. Neither the
Company nor the Manager shall not have the right to cancel this
agreement prior to the Expiration Date.
10. It is hereby agreed by the parties hereto, that both parties
will have significant investments and undertakings under this
agreement and that in the event that the this agreement shall be
cancelled for whatever reason, or if the Company is not listed
for trade on the OTCBB by the Expiration Date, each party shall
hold the other party harmless and shall irrevocably, waive any
and all claims which it has or may have against the other party
or its representatives.
11. Any notice or communication given pursuant to this agreement
by any party hereto to any other party hereto shall be in writing
and delivered by facsimiles with a copy by certified mail,
express mail or Federal Express, charges prepaid, to the address
hereinafter set out herein or to such other address designated by
a party, in writing. All approvals required by the Company shall
be in writing and shall be given prior to the requisite action by
the Manager.
12. This agreement supersedes and replaces all prior
understandings and agreements between the parties in respect of
the subject matter hereof, any of which are void and of no
effect. Accordingly, this agreement is the entire agreement
between the parties in respect of the subject matter hereof, and
there are no other agreements, written or oral (except for the
registration rights agreement and escrow agreement referred to
above), nor may this agreement be modified except in writing and
executed by each of the parties hereto.
13. This agreement may be executed in any number of counterparts
or facsimiles, which shall constitute one agreement.
14. This agreement shall be construed in accordance with the
laws of the State of Israel.
15. The failure of either party to insist upon strict compliance
with any of the terms, covenants or conditions of this agreement
shall not be deemed a waiver of such term, covenant or condition,
nor shall any waiver or relinquishment of any right or power
hereunder at any time or from time to time be deemed a waiver or
relinquishment of such right or power at any other time or times.
16. The provisions of this agreement are severable. In the
event that any provision hereof is determined to invalid for any
reason, no other provision of this agreement shall be affected
thereby.
17. In the event that it is necessary to execute any further
agreements or instruments in order to carry out the purposes of
the agreement, each party hereto agrees to do so at the
reasonable request of the other, and acknowledges that time is of
the essence with respect to this provision.
EXECUTED at ________, Israel, this June 24, 2003.
____________________ _______________________
m-Wise, Inc. Hilltek Investments Ltd.
Per: Per:
