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EXHIBIT 10.12
NATIONAL CAPITAL MERCHANT GROUP, LTD.
XXXXX 00, XXXXXXXXX XXXXX
XXXXXXX XXXXXX - P.O. BOX N-7521
NASSAU, BAHAMAS
FINANCIAL CONSULTING SERVICES AGREEMENT
This Financial Consulting Services Agreement (the "Agreement") is
entered this 7th day of JUNE, 1999 by and between NATIONAL CAPITAL MERCHANT
GROUP, LTD. ("Consultant") a Bahamian corporation and PROBEX CORP. ("Client"), a
Colorado corporation, with reference to the following:
RECITALS
A. The Client desires to be assured of the association and services of
the Consultant in order to avail itself of the Consultant's experience, skills,
abilities, knowledge, and background to facilitate long range strategic
planning, and to advise the Client in business and/or financial matters and is
therefor willing to engage the Consultant upon the terms and conditions set
forth herein;
B. The Consultant agrees to be engaged and retained by the Client and
upon the terms and conditions set forth herein.
NOW, THEREFOR, in consideration of the foregoing, of the mutual
promises hereinafter set forth and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:
1. Engagement. Client hereby engages Consultant on a non-exclusive basis, and
Consultant hereby accepts the engagement to become a financial consultant to the
Client and to render such advice, consultation, information, and services to the
Directors and/or Officers of the Client regarding general financial and business
matters including, but not limited to:
A. Coordination and facilitation of an investor relations
program, including assistance with press releases,
Internet/Email distribution, RIBA and Industry/Trade Show
representation, etc. It is understood that the Consultant will
act primarily in a lead capacity in such efforts; however,
specific costs for each will be in addition to the financial
consulting fees defined herein. Any and all additional fees
must be pre-approved in writing by the Client;
B. Periodic reporting as to developments concerning the general
financial markets and public securities markets and industry
which may be of interest or concern to the Client or the
Client's business; and
C. Broker/dealer and institutional investor relations for Client.
Consultant shall have no power to bind Client to any contract or
obligation or to transact any business in Client's name or on behalf of Client
in any manner.
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2. Term. The term ("Term") of this Agreement shall commence on the date
hereof and continue for SIX (6) months. The Agreement may be extended upon
agreement by both parties upon terms and conditions agreed to by the parties,
unless or until the Agreement is terminated. Either party may cancel this
Agreement upon five days written notice in the event either party violates any
material provision of this Agreement and fails to cure such violation within
five (5) days of written notification of such violation from the other party.
Such cancellation shall not excuse the breach or non-performance by the other
party or relieve the breaching party of its obligation incurred prior to the
date of cancellation.
3. Compensation and Fees. As consideration for Consultant entering into
this Agreement, Client shall pay Consultant the following:
Warrants to purchase shares of restricted common stock of Client in the
amount of $ $50.00, (55,000) exercisable at $0.01 per share on or prior
to ONE (1) year from the date hereof. In addition, at the discretion of
the Client, up to another 50,000 warrants to purchase shares of
restricted common stock exercisable at $0.01 per share on or prior to
TWO (2) years from the date from issue, may be issued upon completion
of certain performance-based milestones. These milestones shall be
verbally agreed upon between the Client and Consultant.
The Shares, when issued to Consultant, will be duly authorized, validly
issued and outstanding, fully paid and nonassessable, not subject to any liens
or encumbrances and shall be issued to Consultant in accordance with a mutually
acceptable plan of issuance as to relieve securities or Consultant from
restrictions upon transferability of shares in compliance with applicable
registration provisions or exemptions.
The Client will pay an engagement fee of $550.00 to Consultant upon
execution of this agreement.
The Client will also reimburse Consultant for any written pre-approved
expenses that may be incurred in the course of executing the terms of this
agreement.
4. Exclusivity; Performance; Confidentiality. The services of
Consultant hereunder shall not be exclusive, and Consultant and its agents may
perform similar or different services for other persons or entities whether or
not they are competitors of Client. Consultant shall be required to expend only
such time as is necessary to services to Client in a commercially reasonable
manner. Consultant acknowledges and agrees that confidential and valuable
information proprietary to Client and obtained during its engagement by the
Client, shall not be, directly or indirectly, disclosed without the prior
express written consent of the Client, unless and until such information is
otherwise known to the public generally or is not otherwise secret and
confidential.
5. Independent Contractor. In its performance hereunder, Consultant and
its agents shall be an independent contractor. Consultant shall complete the
services required hereunder according to his own means and methods of work,
which shall be in the exclusive charge and control of Consultant and which shall
not be subject to the control or supervision of Client, except as to the results
of the work, Client acknowledges that nothing in this Agreement shall be
construed to require Consultant to provide services to Client at any specific
time, or in any specific place or manner.
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6. Miscellaneous. No waiver of any of the provisions of this Agreement
shall be deemed or shall constitute a waiver of any other provision and no
waiver shall constitute a continuing waiver. No waiver shall be binding unless
executed in writing by the party making the waiver. No supplement, modification,
or amendment of this Agreement shall be binding unless executed in writing by
all parties. This Agreement constitutes the entire agreement between the parties
and supersedes any prior agreements and negotiations. There are no third party
beneficiaries of this Agreement.
IN WITNESS WHEREOF, the parties hereto have entered into this Agreement
on the date first written above.
"Client"
X /s/ Xxxxxx X. Xxxxxx, CEO
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By: Xxxxxx X. Xxxxxx, CEO
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For: Probex Corp.
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"Consultant"
X /s/ Xxxxxx X. Xxxxxxx
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By: Xxxxxx X. Xxxxxxx, Agent
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For: National Capital Merchant Group. Ltd.
DELIVERY INSTRUCTIONS
BY MAIL: National Capital Merchant Group, Ltd.
c/o The National Capital Companies
00000 XxxXxxxxx Xxxx., Xxxxx 000
Xxxxxx, Xxxxxxxxxx 00000
BY DTC: Xxxxxxxx & Xxxxxxxx Securities
DTC # 5003 / BBS # T090
FBO National Capital Merchant Group, Ltd.
Acct # 00-0000-0
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