EXHIBIT 10.3
EUROMERICA CAPITAL GROUP INC.
Suite 1818 - 000 Xxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0
PHONE: (000) 000-0000
FACSIMILE: (000) 000-0000
DATED: June 10, 2002
TO: INTERNATIONAL COMMERCIAL TELEVISION INC.
0000 Xxxxx Xxxxx Xxxxxxx, Xxxxx 000X
Xxxx Xxxxx, XX 00000-0000
U.S.A.
Re: Euromerica Capital Group Inc. - Financial Advisory Agreement
We understand that INTL. COMMERCIAL TELEVISION INC. (the "Corporation") wishes
to retain the services of Euromerica Capital Group Inc. ("Euromerica").
A. Euromerica is, among other things, in the business of assisting
companies with their inclusion onto the Frankfurt Stock Exchange (The
"Business");
B. The Corporation is going to place an Initial Public Offering on the
Nasdaq OTC Bulletin Board.
The following sets forth the terms and conditions upon which Euromerica has been
retained by the Corporation in connection with the foregoing matters:
1. The Corporation and Euromerica agree that Euromerica shall act as a
consultant to assist the Corporation in facilitating a Listing of its
shares on the Frankfurt Stock Exchange, Freiverkehr. Euromerica will
provide the following services in connection with obtaining the Listing:
a) conduct a review of the Company's affairs, both in the North America
and in Europe, including a review of audited annual financial
statements and quarterly financial statements for the preceding
twenty-four month period;
b) prepare a Corporate Expose of the Corporation with the necessary
translations into the German language;
c) prepare and submit the Listing Application to the Frankfurt Stock
Exchange,
d) Make payment of fees required to complete a successful of a Frankfurt
Stock Exchange Listing;
e) Introduce the firm to a German Sponsor on the Exchange,
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f) resolve all comments as may be raised by the Exchange to ensure the
listing of the Corporation's shares on the Exchange; and
g) such other services as may be required to be rendered to achieve a
listing of the Corporation's shares on the Exchange;
However, Euromerica should not be considered to be acting as the Agent of the
Corporation or any of its affiliates in connection with any matter referred
to herein, unless expressly so stated.
2. In consideration for the services to be provided by Euromerica hereunder,
the Corporation shall pay to Euromerica the fees set out in SCHEDULE "A"
hereto, at the time and in the manner therein set out.
3. The Corporation shall provide Euromerica with copies of or access to all
data and/or information that is available or becomes available to the
Corporation relating to the Corporation including, without limitation, its
financial history, position and condition, results of operations, assets,
plans and business activities, including copies of such reports and
valuations of Management, independent consultants or others concerning the
securities or assets of the Corporation as may be available and all
contracts entered into by the Corporation which are material to its
business or operations, all as Euromerica may reasonably request.
4. Euromerica shall be entitled to rely upon and shall not be under any
obligation to verify independently the accuracy of any information
concerning the Corporation (or any of its subsidiaries) or any
representations (oral or written), date or information furnished or given
by the Corporation or by any of its directors, officers, employees, agents
or consultants, or by the auditors of the Corporation to Euromerica
hereunder. Unless requested to do so by the Corporation, Euromerica shall
be under no obligation to investigate any changes which may occur in the
facts set out or referred to in any such representations, date or
information subsequent to the date thereof or subsequent to the date of any
advice which Euromerica provides hereunder, and Euromerica shall not be
under any obligation to review or assess the adequacy of any statements or
any disclosure or the correctness of any statements (other than disclosure
statements relating specifically to Euromerica which the Corporation
provides to Euromerica for review or assessment) made in any document
furnished to any person in connection with the Application for the Listing.
5. The Corporation agrees to advise Euromerica promptly of any material event
or material change in the business, affairs, condition (financial or
otherwise) or prospects of the Corporation that occurs during the term of
Euromerica's engagement hereunder.
6. No oral or written advice which is provided to the Corporation or its
affiliates by Euromerica hereunder shall, in whole or in part, be quoted,
excerpted, referred to or attributed to Euromerica in any document or any
communication with any person except with the prior express permission of
Euromerica. Euromerica will not have any
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responsibility or liability for any loss occasioned to the Corporation or
to its board of directors or shareholders or to any other person as a
result of the publication, reproduction or use of any such advice contrary
to the provisions of this paragraph.
7. The Corporation shall indemnify and hold harmless Euromerica and other
Indemnified Persons (as defined in SCHEDULE "B" hereto) on the terms and in
the manner set forth in SCHEDULE "B" hereto and shall otherwise comply with
the obligations of the Corporation set forth in SCHEDULE "B".
8. The Corporation shall inform Euromerica promptly after it becomes aware
thereof, of the issuance of any cease trading, stop order or restraining
order or the initiation or threat of initiation of any proceedings,
litigation or investigation with respect to the Corporation before or by
any regulatory, administrative or other governmental or public body or
authority or any court.
9. The engagement of Euromerica on the terms and conditions contained herein
shall be deemed to have commenced on June 10, 2002 and shall terminate on
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November 4, 2002, unless extended by mutual agreement of the parties or
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terminated earlier as hereinafter provided. The provisions of PARAGRAPHS
2, 3, 7, 8 AND 11 (including SCHEDULES "A" AND "B") shall continue in full
force and effect notwithstanding any termination hereof, whether by lapse
of time or otherwise. In addition, the terms and conditions of this
Agreement, including the indemnity and all related provisions hereof, shall
survive the completion of Euromerica's engagement hereunder, and such
agreement shall be in addition to any liability which either party hereto
may have to the other at law or in equity. In addition, any
representations, warranties or other statements made by the Corporation in
this Agreement or in any certificate or other document delivered pursuant
to this Agreement shall not be affected in any way by any investigation
made by or on behalf of Euromerica.
10. Euromerica shall keep all information, data and documents relating to the
Corporation or its affiliates provided to it by or on behalf of the
Corporation in connection herewith and the details of the engagement of
Euromerica hereunder (other than the fact of the engagement of Euromerica
by the Corporation) (the "CORPORATION'S INFORMATION") confidential and
shall not disclose any of the same which has not then been previously
publicly disclosed except:
a) to those officers, employees, agents and advisors of Euromerica who
require access thereto for any purpose in connection with this
Agreement;
b) as otherwise required to permit Euromerica to perform its services
hereunder; or
c) as may be required by law, or in connection with any legal or
regulatory proceedings;
PROVIDED THAT in the event that Euromerica becomes legally compelled to disclose
any of the Corporation's Information, Euromerica will provide the
Corporation with prompt
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notice before the Corporation's Information is disclosed so that the
Corporation may seek an appropriate remedy or waive compliance with the
provisions of this Agreement. In the event that such remedy is not obtained
or that the Corporation waives compliance with the provisions of this
Agreement, Euromerica will furnish only that portion of the Corporation's
Information which it is advised by written opinion of counsel is legally
required and will exercise its best efforts to obtain a protective order or
other reliable assurance that confidential treatment will be accorded to
the Corporation's Information.
The Corporation will keep all background information, data, business concepts,
the dual listing procedure, business partners and documents provided to it
by Euromerica hereunder and any written or oral presentation or financial
or other advice provided by Euromerica hereunder and the details of the
engagement of Euromerica hereunder (other than the fact of the engagement
of Euromerica by the Corporation ("EUROMERICA'S INFORMATION") confidential
and will not disclose any of the same which has not then been previously
publicly disclosed except to those of its outside advisors who require
access thereto or as may be required by law or in connection with any legal
or regulatory proceedings; PROVIDED THAT in the event that the Corporation
becomes legally compelled to disclose any of Euromerica's Information, the
Corporation will provide Euromerica with prompt notice before Euromerica's
Information is disclosed so that Euromerica may seek an appropriate remedy
or waive compliance with the provisions of this Agreement. In the event
that such remedy is not obtained, or that Euromerica waives compliance with
the provisions of this Agreement, the Corporation will furnish only that
portion of Euromerica's information which it is advised by written opinion
of counsel is legally required and will exercise its best efforts to obtain
a protective order or other reliable assurance that confidential treatment
will be accorded to Euromerica's Information.
11. Except as otherwise provided in this Agreement, neither this Agreement nor
any rights or obligations hereunder shall be assigned by either party, in
whole or in part, except with the prior written consent of the other party.
The Agreement set forth herein is solely for the benefit of the
Corporation, Euromerica and Indemnified Persons, and shall be binding upon
and enure to the benefit of the respective heirs, executors,
administrators, legal personal representative, successors and permitted
assigns of such persons.
12. This Agreement shall be governed by and construed in accordance with the
laws of the Province of British Columbia and the parties hereby irrevocably
attorn to the jurisdiction of the courts thereof.
If the foregoing satisfactorily reflects the arrangements agreed to between the
Corporation and Euromerica, please indicate your acceptance of the terms of this
Agreement by executing the enclosed copy of this letter in the place indicated
below and returning such executed copy to us.
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EUROMERICA CAPITAL GROUP INC.
/s/ Xxxxxxxxx Xxxx
--------------------------------
Authorized Signature
The foregoing is agreed upon June 10, 2002.
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On behalf of
INTERNATIONAL COMMERCIAL TELEVISION INC.
/s/ Xxxxxx Xxxxxx
--------------------------------
Authorized Signatory
Xxxxxx Xxxxxx
--------------------------------
NAME
Director
--------------------------------
TITLE
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SCHEDULE A"
FEES
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In consideration for the services to be provided by Euromerica to the
Corporation pursuant to the Agreement (the "AGREEMENT") to which this Schedule
is attached, the Corporation agrees to pay:
Upon Signing of this agreement: US$ 28,500.00
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SCHEDULE "B"
INDEMNITY
The Corporation shall indemnity and hold harmless Euromerica and each of its
affiliates and each of their respective directors, officers, partners,
employees, agents and shareholders, and each other person, if any, controlling
Euromerica or any affiliate thereof (collectively, the "Indemnified Persons"),
from and against, and the Corporation agrees that no Indemnified Person shall
have any liability to the Corporation or its owners, affiliates, shareholders or
creditors for any losses, claims, damages or liabilities (including actions or
proceedings in respect thereof) (collectively "Losses")
(A) related to or arising out of:
(i) the actions or failures to act of the Corporation or
its affiliates (including statements or omissions made, or
information provided, by the Corporation or its agents other than
Euromerica); or
(ii) actions or failures to act by an Indemnified Person with
the Corporation's consent or in reliance on the actions or
failures to act of the Corporation or its affiliates, or
(B) otherwise related to or arising out of the engagement of Euromerica as set
out in the Agreement to which this Schedule is attached or the performance
by Euromerica of services under the Agreement, except that neither CLAUSE
(A) nor CLAUSE (B) shall apply to any Losses that are finally judicially
determined to have resulted primarily from the bad faith or gross
negligence of any of the Indemnified Persons.
