Financial Advisory And Investment Banking Agreement

FINANCIAL ADVISORY AND INVESTMENT BANKING AGREEMENT


This Agreement is made and entered into as of the ____ day of ___________, 1996 by and between State Street Capital Markets, Corp. ("State Street" or the "Advisor"), and Cable & Co. Worldwide, Inc., a Delaware corporation (the "Company").


In consideration of the mutual promises made herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:


1. Purpose: The Company hereby engages the Advisor for the term specified in Paragraph 2 hereof to render consulting advice to the Company as an investment banker relating to financial and similar matters upon the terms and conditions set forth herein.


2. Term: Except as otherwise specified in Paragraph 4 hereof, this Agreement shall be effective from ______________, 1996 to _______________, 2001.


3. Duties of the Advisor: During the term of this Agreement, the Advisor shall seek out Transactions (as hereinafter defined) on behalf of the Company and shall furnish advice to the Company in connection with any such Transactions.



4. Compensation: In consideration for the services rendered by the Advisor to the Company pursuant to this Agreement (and in addition to the expenses provided for in Paragraph 5 hereof), the Company shall compensate the Advisor as follows:


(a) The Company shall pay the Advisor a consulting fee of $112,000.00 for the initial three year term of this Agreement. The entire fee shall be payable on the date hereof.


(b) In the event that any Transaction occurs during the term of this Agreement or eighteen months thereafter, the Company shall pay fees to the Advisor as follows:


5% of all of the Consideration up to $1,000,000 4% of all of
the Consideration from $1,000,000.01 to $2,000,000 3% of all
of the Consideration from $2,000,000.01 to $3,000,000 2% of
all of the Consideration from $3,000,000.01 to $4,000,000 1%
of all of the Consideration in excess of $4,000,000


For the purposes of this Agreement, "Consideration" shall mean the total market value on the day of the closing of stock, cash, assets, loans, equity or debt securities of the Company, loans, loan commitments, guarantees of indebtedness, leasing, sale and leaseback, joint ventures or licensing, exchange of equity or debt securities and all other property (real or personal) exchanged or received, directly or indirectly by the Company or any of its security holders in connection with any Transaction. In the event that the Consideration is not Securities of a publicly traded company the parties shall mutually appoint an independent third party to make a determination as to the fair market value of such property whose valuation shall be final. Any co-broker and/or co-underwriter retained by the Advisor shall be paid by the Advisor.


(c) For the purposes of the Agreement, the term "Transaction" shall include (i) any transaction originated by or introduced to the Company by or on behalf of the Advisor, whereby, directly or indirectly, control of, or an interest in, the Company or any of its businesses or any of their respective assets, is transferred for Consideration, (ii) any transaction originated by or introduced to the



Company by or on behalf of the Advisor whereby the Company acquires any other company or the assets of any other company or an interest in any other company (an "Acquisition"), (iii) any transaction to which the Company is a party which takes the form of a merger, consolidation, acquisition of stock or assets, or a combination thereof or (iv) any joint venture, loan commitment, line of credit, loan facility, guarantee of indebtedness, lease, sale and leaseback, license, or other like form of arrangement arranged by or introduced to the Company by or on behalf of the Advisor for the direct or indirect benefit of the Company.
Notwithstanding Paragraph 4(b) above, in the event the Advisor originates a line of credit or a guarantee of indebtedness with a lender or a corporate partner, the Advisor introduces the Company to a joint venture partner or customer and sales develop as a result of the introduction, the Company and the Advisor will mutually agree on a satisfactory fee and the terms of payment of such fee; provided however that if no such agreement shall be reached prior to the time the line or credit, guarantee of indebtedness or joint venture agreement is entered into, the fee and terms of payment shall be determined through arbitration before the American Arbitration Association with any hearing to be held in New York, New York; provided, however, that in the case of a line of credit or guarantee of indebtedness, the minimum value of the consideration to the Company for purposes of application of the fee determined under Section 4 hereof shall be the maximum amount available under such line of credit or the maximum level of indebtedness to be guaranteed or which may be guaranteed under the terms of any such guarantee agreement, as the case may be.


(d) All fees to be paid pursuant to this Agreement, except as otherwise specified, are due and payable to the Advisor in cash at the closing or closings of any Transaction. In the event that a portion of the consideration is completed in delayed increments, the fee shall be paid


-3-


pro rata as each increments is advanced. If the consideration shall not be paid in full at closing, the Advisor shall receive payment in the same proportion as the Company receives or pays such consideration until such consideration is paid in full. In computing the value of such consideration securities shall be valued as if they were freely tradeable without limitation on transferability, whether by virtue of the registration requirements of the Securities Act of 1933, as amended, or otherwise. The Company shall furnish the Advisor a copy of the Transaction agreement at or prior to closing and shall inform the Advisor of the time of closing and afford the Advisor the right to attend and to receive payment at the closing. In the event that this Agreement shall not be renewed or if terminated for any reason, notwithstanding any such non-renewal or termination, the Advisor shall be entitled to a full fee and repayment of all expenses as provided under Paragraphs 4 and 5 hereof, for any Transaction for which the discussions were initiated during the term of this Agreement and which is consummated within a period of 18 months after non-renewal or termination of this Agreement. Nothing herein shall impose any obligation on the part of the Company to enter into any Transaction.


5. Expenses of the Advisor: In addition to the fees payable hereunder and regardless of whether any Transaction is proposed or consummated, the Company shall reimburse the Advisor for all reasonable fees and disbursements of the Advisor's counsel and the Advisor's travel and out-of-pocket expenses incurred in connection with the services performed by them pursuant to this Agreement, including without limitation, hotels, food and associated expenses and long-distance telephone calls, except that all fees and disbursements of the Advisor's counsel and expenses exceeding $1,000 must be pre-approved in writing by the Company.


-4-


...