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Exhibit 2
AVONWOOD
Capital Corporation
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5/13/95
LETTER OF ENGAGEMENT AND AGREEMENT
It is with great pleasure that we present this letter of agreement in which
InfoPak, Inc. (the "Company") has agreed to engage the services of Avonwood
Capital Corporation (ACC). The terms of the agreement are outlined as follows:
Services It is agreed that "ACC" will render, on a best
efforts basis, those services needed by the "Company"
which are consistent with the charter of "ACC" which
are to include, but not be limited to, business
strategy and tactical development, contract and
corporate finance negotiations, distribution
enhancement, sales expansion, strategic alliance
development, corporate consulting/advisory and the
arranging of capital as required.
Compensation (1) It is agreed that "ACC" will be paid $2,500.00
per month by the "Company", for each month in
advance, with the first payment to be accrued until
the realization of capital infusion, which is
currently under negotiations or, in the event of an
incremental increase in the revenue of the Company,
which ever comes first. This annual agreement dated
as to this document, automatically renewable unless
canceled by either party in writing at least 60 days
prior to the renewal date.
(2) "ACC" will be paid a sum equal to 5% of the
incremental gross generated by any relationship which
ACC introduces to the Company.
(3) "ACC" will be paid 5% of the incremental gross
revenue generated by the successful negotiation
between an existing or potential client of the
Company where the Company has in writing, authorized
ACC's involvement to negotiate, to be consistent with
this agreement.
(4) It is also agreed that "ACC" will be paid a 5%
success fee on all negotiations resulting in a cash
payment to the "Company" in which "ACC" is involved.
(5) Items 2 and 3 of this document shall have a
infinite life.
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(6) All payments associated with 2 and 3 will be on
terms of 30 days in arrears.
(7) ACC will be paid 5% of the incremental gross
revenue generated by the Company, benchmarked to the
date of this agreement, net of existing relationships
as itemized in addendum A dated May 1, 1995, but
including those existing relationships that InfoPak
has given written permission for ACC to negotiate
with.
Equity Allocation "ACC" will be issued 3% of the fully diluted
outstanding stock of the "Company" which will have
the covenant of non-dilution. This can be issued in
the form of warrants, options or common shares as to
ACC's discretion. Benchmarks will be established
outlining the distribution of said warrants, options
and common shares.
T&E All expenses incurred by "ACC" associated with the
normal functions pertaining to this contract will be
paid by the "Company" 14 days after submission by
"ACC" all expenses will be pre-approved.
If these terms are agreeable to you please sign below and return to "ACC".
This will be followed by legal documentation which will cover each of these
items in more detail as needed.
We look forward to a successful partnership in achieving the goals and
expectations of InfoPak, Inc. and its shareholders.
Agreed to by:
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Managing Director Chairman Secretary
Avonwood Capital Corporation InfoPak, Inc. InfoPak, Inc.
