June __, 1997
Intercorp Excelle, Inc.
1880 Ormont Drive
Weston, Ontario M9L2W7
Attention: Arnold Unger, CEO
This will confirm the arrangements, terms and conditions pursuant to
which Sharpe Capital, Inc. ("Sharpe") and Aegis Capital Corp. ("Aegis") (Sharpe
and Aegis collectively referred to as the "Consultants") have been retained to
serve as consultants and advisors to Intercorp Excelle Inc., a Canadian
corporation (the "Company"), on a non-exclusive basis for the term set forth in
Section 2 below. The undersigned hereby agree to the following terms and
1. DUTIES OF CONSULTANT.
(a) CONSULTING SERVICES. Consultants will provide such financial
consulting services and advice pertaining to the Company's business affairs as
the Company may from time to time reasonably request. Without limiting the
generality of the foregoing, Consultants will assist the Company in developing,
studying and evaluating financing, merger and acquisition proposals, prepare
reports and studies thereon when advisable, and assist in negotiations and
discussions pertaining thereto.
(b) FINANCING. Consultants will assist and represent the Company in
obtaining both short and long-term financing, when so requested by the Company.
The Consultants will be entitled to additional compensation under such terms as
may be agreed to by the parties.
(c) WALL STREET LIAISON. Consultants will, when appropriate, arrange
meetings between representatives of the Company and individuals and financial
institutions in the investment community, such as security analysts, portfolio
managers and market makers.
The services described in this Section 1 shall be rendered by
Consultants without any direct supervision by the Company and at such time and
place and in such manner (whether by conference, telephone, letter or otherwise)
as Consultants may determine.
This Agreement shall continue for a period of thirty-six months from
the date hereof (the "Term").
(a) As compensation for Consultants' services hereunder, the Company
shall pay to Consultants the sum of $88,000 (an aggregate of three thousand
($2,444.44) dollars per month), all of which shall be due and payable as of the
4. RELATIONSHIP. Nothing herein shall constitute Consultants as
employees or agents of the Company, except to such extent as might hereinafter
be agreed upon for a particular purpose. Except as might hereinafter be
expressly agreed, Consultants shall not have the authority to obligate or commit
the Company in any manner whatsoever.
5. CONFIDENTIALITY. Except in the course of the performance of its
duties hereunder, Consultants agree that they shall not disclose any trade
secrets, know-how, or other proprietary information not in the public domain
learned as a result of this Agreement unless and until such information becomes
6. ASSIGNMENT AND TERMINATION. This Agreement shall not be assignable by
any party except to successors to all or substantially all of the business of
either party for any reason whatsoever without the prior written consent of the
other party, which consent may be arbitrarily withheld by the party whose
consent is required.
Very truly yours,
Sharpe Capital, Inc.
Lawrence Hoes, CEO
Aegis Capital Corp.
Robert Eide, Chairman
AGREED AND ACCEPTED:
Intercorp Excelle, Inc.
Arnold Unger, CEO