Agreement for Consulting Services
This Agreement (the "Agreement"), effective May 1, 2004, is made an
entered into by and between Alliance Tower Corporation (the "Company") and
Bottom Line Advisors, Inc., a Delaware Corporation (the "Consultant").
WHEREAS, the Company is desirous of retaining the Consultant on an ongoing
basis to provide service to the Company, in accordance with the terms and
provisions of this Agreement; and
WHEREAS, the Consultant is desirous of entering into this Agreement for
the purpose of furnishing the services required pursuant to the terms hereof,
and the Consultant has the necessary expertise, personnel and other support
services reasonably necessary to perform the services described herein.
NOW THEREFORE, In consideration of the premises recited above and the
mutual covenants and undertakings described below, it is agreed as follows:
1. The Consultant shall have the exclusive right to designate the personnel
who shall perform the services on behalf of the Consultant hereunder,
provided that such personnel shall have the necessary qualifications to
perform said services on behalf of the Consultant hereunder. It is
understood that the Consultant will assign Xxxxx X. Xxxxxx as a priority
to the Company in accordance with this agreement.
2. The Company agrees to issue Twenty Five Million shares of the Company's
common stock (the "stock consideration") to Consultant upon the signing of
this Agreement. The Company agrees to include the "stock consideration" in
a registration statement to be filed with the appropriate regulatory
agencies in order to register the "stock consideration" for sale.
Additionally, the Company will reimburse the Consultant for all reasonable
expenses. Compensation for additional services will be negotiated on an ad
hoc basis.
3. The Consultant will provide the Company with the following services, on a
best efforts basis during the term of this Agreement.
o Develop a professional investor relations program
o Provide input and guidance on all press releases
o Provide risk management advice which includes shopping all existing
lines of coverage to obtain the best coverage at the lowest cost.
o Evaluate all existing employee benefits and make recommendations on
ways to improve benefits and reduce costs.
o Consult and make specific recommendations for the restructuring of
the Company's corporate governance function.
o Evaluate existing credit facilities and make recommendations
accordingly
o Assist company personnel in their negotiations with
vendors/creditors
o Counsel the company on merger and acquisitions activity including
new trademark license agreements
o Evaluate all existing SEC and corporate filings and make
recommendations accordingly.
o Introduce the Company to new "market makers" and research analyst
when appropriate
o Consult and evaluate the Company's need for a qualified stock option
plan and make recommendations accordingly
o Provide consultation on a multiplicity of corporate issues
o Provide consultation on and interface with the Company's Equity Line
provider (i.e., Cornell Capital)
4. The initial term of the Agreement shall be from May 1, 2004 through April
30, 2006.
5. The Company hereby indemnifies, holds harmless, and protects the
Consultant from and against any and all claims, causes of action, damages,
expenses or losses whatsoever, arising directly or indirectly out of any
activity, undertaking or agreement performed by the Consultant pursuant to
this agreement.
6. The provisions hereof shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns.
7. The parties agree to, from time to time and a the request of either party,
to execute such other documents and matters to further evidence the
agreements and undertakings set forth herein.
8. This agreement shall be governed by and enforceable under the laws of the
State of Texas
9. Each party represents to the other that the party executing this Agreement
has proper corporate authority to do so.
In evidence whereof, the parties have caused this Agreement to be duly
executed by their respective authorized representatives, as of the date
first set forth above.
Bottom Line Advisors, Inc
Xxxxx X. Xxxxxx
Executive Vice President
Alliance Tower Corporation
By: /s/ Xxxxxx Xxxxxxxx
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Xxxxxx Xxxxxxxx
President and Chief Executive Officer
Date: May 11, 2004
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