Exhibit 6 (1) Page 5
REVISED
ADVISORY AND SERVICING AGREEMENT
This Advisory and Servicing Agreement (this "Agreement") is entered into as
of June 10, 1999, by and between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and individual, having his/hers
principal place of business at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇., ▇▇. ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (the
"Client") and J. ▇▇▇▇▇▇ ▇▇▇▇▇▇, LTD, a Missouri LLC, having its principal place
of business at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ("JTHL")
WITNESSETH:
A. The Client intends to have established a publicly held corporation to be
traded on the OTC Bulletin Board, to complete a merger agreement or stock
acquisition of the Company as more specifically described on Exhibit A attached
hereto and incorporated herein by this reference (the "Public Company"), which
Public Company will be in the business to assist hospitals automate their
operations and to increase efficiencies within the hospital.
B. JTHL, through its management and staff, is experienced in the areas of
starting up publicly held companies to be traded on the OTC Bulletin Board, and
possesses adequate personnel and contacts to advise and perform certain other
services for the Company with regard to the organization of the Public Company.
C. The Company desires to avail itself of the experience, advice and
assistance of JTHL and to have JTHL undertake the duties and responsibilities
hereinafter set forth.
D. JTHL is willing to render such services for the compensation and in
accordance with the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the foregoing, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:
1. ENGAGEMENT: Client hereby engages JTHL and JTHL hereby agrees to render
----------
advisory and other services for the Company, to the best of its ability,
including, without limitation, the following:
(a) assisting and advising the Company with regard to the corporate
structure of the Public Company, including, without limitation, providing
Articles of Incorporation, Bylaws, organizational corporate minutes; necessary
business licenses; obtaining transfer agent, printing and distribution of stock
certificates (the "Corporate Services")
(b) assisting in obtaining appropriate audited financial statements and tax
returns, if required (the "Financial Services"); and
(c) assisting the Company in preparing an Offering Memorandum under Section
504 of the Securities Exchange Act, together with all ancillary documentation,
including, without limitation, Form D; Form 10 registration preparation and
filing, obtaining a trading symbol and CUSIP number for the Public Company;
preparation of necessary offering circulars; preparation of necessary Blue Sky
("Securities Services").
Notwithstanding the foregoing, JTHL will not be required by the Company to take
any action or perform any services for which it must be registered with or
licensed by the Securities Exchange Commission, any State Bar association or any
state's securities commission.
2. TERM: JTHL agrees to have completed, or caused to be completed, all
-- -----
necessary activities in order that the Public Company will begin trading on the
--
OTC Bulletin Board within One Hundred and eighty (180) days of the date of this
contract. In the event that the Public Company does not begin trading on the
OTC Bulletin Board on or before that date, JTHL will reimburse the Company for
all amounts previously paid by the Company to JTHL; provided, however, the
Company will remain responsible for the payment of all Third Party Professionals
and expenses (as those terms are defined herein); and provided further that the
Company has timely provided JTHL with all necessary information to perform the
services required hereunder.
3. THIRD PARTY PROFESSIONALS: The parties hereto acknowledge and agree that
--------------------------
in order to provide the Corporate Services, the Financial Services and the
Securities Services, it will be necessary for JTHL to engage third party
professionals, including, without limitation, attorneys, corporation services
and accountants ("Third Party Professionals"). JTHL shall be responsible for
the payment of all Third Party Professionals and Expenses. Any professionals
retained by JTHL will be properly licensed and specialize in the area of
expertise that they have been engaged for, and same such said professionals will
not engage in any illegal activities that will jeopardize The Company or
shareholders.
4. COMPENSATION:
-- -------------
As compensation for all services rendered by JTHL under this Agreement, the
Company shall pay JTHL a total of Eighty Thousand Dollars ($80,000) in the
following sums, in immediately available funds made payable to J. ▇▇▇▇▇▇ ▇▇▇▇▇▇
LTD:
(a) Twenty-Five Thousand Dollars ($25,000) due and payable upon signing of
this agreement: paid in full on May 20th, 1999, by check made payable to cash;
(b) Fifteen Thousand Dollars ($15,000) due and payable upon completion of
504 Memorandum; and
(c) Ten Thousand Dollars ($10,000) upon the completion of audit and
submittal of Form 10 Registration material to legal counsel for the filing of
the Form 10 Registration with the SEC; and
(d) Ten ($10,000) upon completion and filing of the 15c2-11 with NASD; and
(e) Twenty Thousand Dollars ($20,000) the first day stock is publicly traded
on the OTC Bulletin Board.
5. EXPENSES: Except as otherwise expressly indicated herein, JTHL shall be
-- --------
reimbursed by the Company for all reasonable out-of-pocket expenses incurred by
JTHL in obtaining services or products from any third party during the
performance of its services hereunder ("Expenses"). The company's obligation to
reimburse JTHL pursuant to this subparagraph shall be subject to the
presentation to Company by JTHL of an itemized account of such expenditures,
together with supporting vouchers, in accordance with Company's policies as in
effect from time to time.
6. DEFAULT: In the event that the Company shall default in the payment of
-- -------
any of the payments outlined in Paragraph 4 above, JTHL, may, but shall not be
obligated to, terminate this Agreement and retain all amounts paid to JTHL prior
to said date of termination. In addition, the Company shall assign to JTHL, or
its nominees, all of the Company's right, title and interest in the Public
Company as of the date of termination.
7. INDEPENDENT CONTRACTOR: It is expressly agreed that JTHL is acting as an
-- -----------------------
independent contractor in performing its services hereunder. Company shall not
pay any contributions to Social Security, unemployment insurance, federal or
state withholding taxes, nor provide any other contributions or benefits, which
might be expected in an employer-employee relationship.
8. ASSIGNMENt: This Agreement is a personal one, being entered into in
-- ----------
reliance upon and in consideration of the singular skill and qualifications of
JTHL. JTHL shall therefore not voluntarily or by operation of law assign or
otherwise transfer the obligations incurred on its part pursuant to the terms of
this Agreement without the prior written consent of Company. Any attempted
assignment or transfer by JTHL of its obligation without such consent shall be
wholly void.
9. MODIFICATION OF AGREEMENT: This Agreement may be modified by the parties
-- --------------------------
hereto only by a written supplemental agreement executed by both parties.
10. NOTICE: Any notice required or permitted to be given hereunder shall be
--- ------
sufficient if in writing, and if sent by registered or certified mail, postage
prepaid, addressed as follows:
If to Client: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇
▇▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
If to JTHL: J. ▇▇▇▇▇▇ ▇▇▇▇▇▇, LTD
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
With a copy to: McDowell, Rice, ▇▇▇▇▇ & Gaar
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: R. ▇▇▇▇ ▇▇▇▇▇
Or to such other address as the parties hereto may specify, in writing, from
time to time.
11. WAIVER OF BREACH: This waiver by either party of any breach of any
--- ------------------
provision of this Agreement shall not operate or be construed as a waiver of any
subsequent breach.
12. ARBITRATION: Any and all disputes and controversies arising out of, or
--- -----------
in any manner relating to permanent performance of this Agreement which cannot
be settled by an agreement between the parties hereto, shall be submitted to and
settled by arbitration in the state of Missouri in accordance with the rules of
the American Arbitration Association, and judgment upon any arbitration award
may be entered in any court having jurisdiction.
13. TITLES: The titles of the Sections herein are for convenience of
--- ------
reference only and are not to be considered in construing this Agreement.
14. GOVERNING LAW: This Agreement has been executed and delivered in the
--- --------------
State of Missouri and its interpretation, validity and performance shall be
construed and enforced in accordance with the laws of such State.
15. SEVERABILITY: If any provision of this Agreement or the application of
--- ------------
any provision to any person or circumstances is held invalid or unenforceable,
the remainder hereof and the application of the remainder hereof to other
persons or circumstances shall remain valid and enforceable.
16. INDEMNIFICATION: The parties hereto hereby remise, release and forever
--- ---------------
discharge the other and their respective officers, directors, agents, servants,
employees, attorneys, subsidiaries, affiliates, successors, assigns and any
firm, organization, corporation, partnership, entity or person liable by,
through, under or on behalf of them, from any and all liability, actions,
contracts, indebtedness, obligations, claims, causes of action, suits, damages,
demands, costs and expenses whatsoever, of every kind and nature, known or
unknown, disclosed or undisclosed, whether or not known or contemplated, whether
in law or in equity, arising out of any act, omission or transaction that has
happened, occurred or arisen prior to and including the date of this Agreement.
Further, the parties hereto hereby agree to indemnify and hold harmless the
other and their respective agents, employees, directors and officers from and
against any and all liability, loss, cost, damage, claim, counterclaims, actions
and causes of action and all costs and expenses related thereto (including but
not limited to attorneys' fees and court costs) that the other and/or its
agents, employees, directors and officers have now incurred or may hereafter
suffer or incur arising out of or in any way related to the execution of this
Agreement and the performance by it of its functions under this Agreement.
17. BINDING AGREEMENT: This Agreement shall be binding upon and shall inure
--- ------------------
to the benefit of the respective legal representatives, successors and assigns
of the parties hereto.
18. ENTIRE AGREEMENT: This Agreement contains the entire contract of the
--- -----------------
parties with respect to the subject matter hereof and supersedes all agreements
and understandings between the parties concerning the subject matter hereof.
19. SUPERCEDES: This agreement supercedes all prior written or oral
--- -----------
agreements including the ADVISORY AND SERVICING AGREEMENT dated May 20th, 1999.
20. TRANSMISSION: The transmission of this Agreement by fax, wire, telexes,
--- -------------
or mail shall be deemed a legal and binding transmission.
The parties hereto have executed this Agreement as of the date first above
written.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
By: /s/ ▇▇▇ ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇
J. ▇▇▇▇▇▇ ▇▇▇▇▇▇, LTD.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
EXHIBIT A
Shell Corporation will be structured as follows:
100 Million shares authorized
20 Million shares issued and outstanding
Breakdown as follows:
18 Million shares to ▇▇▇ ▇▇▇▇▇▇▇
1 Million shares to be divided amongst 50 shareholders
1 Million shares to JTHL or its assignees; 24 month non
-dilutable 5% position to be maintained
5 Million registered shares additional to be issued for the
purpose of funding and market support
If any additional shares are to be issued for any reason whatsoever during the
first 24 months beginning upon the date of this Service Agreement, JTHL will be
issued additional shares to constitute a 5% (five) ownership of the Client. The
Client agrees to issue an irrevocable Corporate Resolution to attest to the
above clause.
SERVICES RENDERED:
A. Nevada corporation, with presence of business in Nevada
B. Nevada and city of Reno business licenses
C. Good standing certificate from the state of Nevada
D. Custom designed Articles of Incorporation, by-laws and minutes
E. Audited shareholder list
F. 85% controlling block of stock
G. Federal and state tax returns, if required
H. Form 10 registration prepared and filed with the SEC
I. Nevada stock registration
J. Form D field with the SEC
K. 15c2-11 filed with corporate Broker/Dealer
L. 504 Reg D offering memorandum, with legal opinion from counsel attesting
to the condition and validity of the company and offering
M. Offering circular
N. Transfer Agent selected, and initial shares printed
O. Counsel opinion letter to Transfer Agent covering states that the company
can issue stock in
P. CUSIP #
Q. Trading symbol
R. Audited financial statements
S. Financial statements filed with ▇▇▇▇▇'▇ or Standard & Poors ( secondary
market blue sky in over 35 states)
T. Primary market Blue Sky filings in 7 states
U. Merger or Acquisition agreements
V. All legal work to accomplish this goal
W. Consulting services provided for 60 days at no additional charge to
assist in the understanding of the public arena
