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Sectors: Internet
Governing Law: New York, View New York State Laws
Effective Date: January 01, 1999
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This Agreement is made and entered into as of the __ day of ______, 1999 by and between Kashner Davidson Securities Corporation, a Florida corporation ("Kashner"), and eSafetyworld, Inc., a Nevada 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 Kashner 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 _______, 1999 to ______, 2001.

3. Duties of Kashner: During the term of this Agreement, Kashner 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 Kashner to the Company pursuant to this Agreement (and in addition to the expenses provided for in Paragraph 5 hereof), the Company shall compensate Kashner as follows:

(a) The Company shall pay Kashner a fee of $4,000 per month during the term of this Agreement. The sum of $96,000 shall be payable in full on the date of this Agreement. In the event that Kashner ceases its business operations as a financial advisor and investment banker, materially breaches or is unable to satisfy its performance obligations hereunder, then Kashner shall repay to the Company the pro rata unearned portion of foregoing fee, based on the number of months fo which performance was delivered and the remaining number of months in the term.

(b) In the event that any Transaction (as hereinafter defined) occurs during the term of this Agreement or one year thereafter, the Company shall pay fees to Kashner as follows:

Consideration Fee

$ - 0 - to $ 1,000,000 5% of Consideration

$ 1,000,001 to $2,000,000 4% of Consideration

$ 2,000,001 to $3,000,000 3% of Consideration

$ 3,000,001 to $4,000,000 2% of Consideration

$4,000,001 or more 1% of the Consideration in excess of


For the purposes of this Agreement, "Consideration"

shall mean the total market value on the day of the

closing of stock, cash, assets 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. Any

co-broker or brokers retained by Kashner shall be

paid by Kashner.

For the purposes of the Agreement, a

"Transaction" shall mean (a) any transaction

originated by Kashner, other than in the ordinary

course of trade or business of the Company, whereby,

directly or indirectly, control of or a material

interest in the Company or any of its businesses or

any of their respective assets, is transferred for

Consideration, (b) any transaction originated by

Kashner whereby the Company acquires any other

company or the assets of any other company or an interest in any other company (an "Acquisition") or (c) any

sale or Acquisition in connection with which the

Company engages an investment banker other than

Kashner and pays such investment banker a fee in

respect of such Transaction unless Kashner was

unwilling waive to so act.

In the event Kashner

originates a line of credit with a lender, the

Company and Kashner will mutually agree on a

satisfactory fee for such services provided based

upon reasonable and customary practice in the

industry and the terms of payment of such fee;

provided, however, that in the event the Company is

introduced to a corporate partner by Kashner in

connection with a merger, acquisition or financing

and a credit line develops directly as a result of

the introduction, the appropriate fee shall be the amount set forth in the schedule above with consideration to be based upon the amount of the line of credit. In the event Kashner introduces the Company to a joint venture partner or customer and sales develop as a result of the introduction, the Company agrees to pay a fee of five percent (5%) of total sales generated directly from this introduction during the first two years following the date of the first sale, in lieu of the fees set forth in the schedule above. Total sales shall mean cash receipts less any applicable refunds, returns, allowances, credits and shipping charges and monies paid by the Company by way of settlement or judgment arising out of claims made by or threatened against the Company. Commission payments shall be paid on the 15th day of each month following the receipt of customers' payment. In the event any adjustments are made to the total sales after the commission has been paid, the Company shall be entitled to an appropriate refund or credit against future payments under this Agreement. All fees to be paid pursuant to this Agreement, except as otherwise specified, are due and payable to Kashner in cash at the closing or closings of any transaction specified in Paragraph 4 hereof. In the event that this Agreement shall not be renewed or if terminated for any reason, notwithstanding any such non-renewal or termination, Kashner shall be entitled to a full fee 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 twelve months after non-renewal or termination of this Agreement.

5. Expenses of Kashner: In addition to the fees payable hereunder, and regardless of whether any transaction set forth in Paragraph 4 hereof is proposed or consummated the Company shall reimburse Kashner for all fees and disbursem
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