FINANCIAL CONSULTING AGREEMENT
Agreement made this _________ day of __________, 1997 by and between
Roan Capital Partners L.P. ("Consultant") and Ambient Corporation
(the "Company").
WHEREAS, the Company desires to obtain Consultant's consulting
services in connection with the Company's business and financial affairs, and
Consultant is willing to render such services as hereinafter more fully set
forth.
NOW, THEREFORE, the parties hereby agree as follows:
1. The Company hereby engages and retains Consultant and Consultant
hereby agrees to use its best efforts, to render to the Company the consulting
services hereinafter described for a period of two years commencing as of, and
conditioned upon, the closing of the underwriting contemplated in the
Registration Statement on Form SB-2, No. 333-______ declared effective by the
Securities and Exchange Commission on ____________, 1997.
2. Consultant's services hereunder shall consist of consultations
with the Company concerning investment banking and other financial matters to be
determined by the Company.
3. The Company agrees that Consultant shall not be precluded during
the term of this Agreement from providing other consulting services or engaging
in any other business activities whether or not such consulting services or
business activities are pursued for gain, profit or other pecuniary advantage
and whether or not such consulting activities are in direct or indirect
competition with the business activities of the Company.
4. The Company agrees to pay to Consultant for its services
hereunder the sum of Fifty Thousand Dollars ($50,000) per annum, an aggregate
amount of One Hundred Thousand Dollars ($100,000). The Company agrees that the
entire sum due to Consultant hereunder shall be paid in full on the date hereof.
5. All final decisions with respect to consultations or services
rendered by Consultant pursuant to this Agreement shall be those of the Company,
and there shall be no liability on the part of the Consultant in respect
thereof. This Agreement and the Underwriting Agreement contain the entire
agreement of the parties hereto with respect to the subject matter hereof, and
there are no representations or warranties other than as shall be herein or
therein set forth. No waiver or modification hereof shall be valid unless in
writing. No waiver of any term, provision or condition of this Agreement, in any
one or more instance, shall constitute a waiver of any other provision thereof,
whether or not similar, nor shall such waiver constitute a continuing waiver.
6. This Agreement shall be governed, construed and enforced in
accordance with the laws of the State of New York, without regard to the
principals of conflicts of laws.
IN WITNESS WHEREOF, the parties hereto have caused the agreement to
be signed as of the day and year first above written.
AMBIENT CORPORATION
By:____________________________
Name:
Title:
ROAN CAPITAL PARTNERS L.P.
By:____________________________
Name:
Title:
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