Sample Business Contracts

Financial Consulting Agreement - AquaCell Technologies Inc. and Grady & Hatch and Company Inc.

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                          AquaCell Technologies, Inc.
                            10410 Trademark Street
                          Rancho Cucamonga, CA 91730

Grady & Hatch and Company, Inc.                                 __________, 2000
20 Exchange Place
49th Floor
New York, NY 10005


     In connection with an initial public offering ("IPO") of AquaCell
Technologies, Inc. (the "Company"), which offering is being underwritten by
Grady & Hatch and Company, Inc. ("Grady") the following sets forth our
understanding with respect to Grady providing financial advisory services for
the Company.

     1.   For a period of one (1) year commencing on the date hereof, Grady will
render financial consulting services to the Company as such services shall be
required but in no event shall such services require more than two business days
per month.  Your services shall include the following:

          (a)  to advise and assist in matters pertaining to the financial
requirements of the Company and to assist, as and when required, in formulating
plans and methods of financing;

          (b)  to prepare and present financial reports required by us and to
analyze proposals relating to obtaining funds for our business, mergers and/or

          (c)  to assist in our general relationship with the financial
community including brokers, stockholders, financial analysts, investment
bankers, and institutions;

          (d)  to assist in obtaining financial management, and technical and
advisory services, and financial and corporate public relations, as may be
requested or advisable; and

          (e)  to advise and assist the Company regarding shareholder relations
including the preparation of the annual report and other releases.

     2.   All services required to be performed hereunder shall be requested by
the Company in writing and upon not less than seven business days notice, unless
such notice is waived by you.  Such notice shall be to the address specified
above or to such other place as you shall designate to us in writing.

     3.   For Grady's services to be performed hereunder, and for Grady's
continued availability to perform such services, the Company will pay Grady a
fee in an

amount equal to one percent (1%) of the gross proceeds of this offering
(including the Over-Allotment Option) for services for one (1) year from the
date hereof which sum is payable in full in advance at each closing date of the
IPO. Further, we will reimburse Grady for such reasonable out-of-pocket expenses
as may be incurred by Grady on the Company's behalf, but only to the extent of
$100 in total.

     4.   This Agreement has been duly approved by the Company's Board of

     5.   Grady shall have no authority to bind the Company to any contract or
commitment, inasmuch as Grady's services hereunder are advisory in nature.

     6.   Grady will maintain in confidence all proprietary, non-published
information obtained by Grady with respect to the Company during the course of
the performance of Grady's services hereunder and Grady shall not use any of the
same for its own benefit or disclose any of the same to any third party, without
the Company's prior written consent, both during and after the term of this

     7.   This Agreement shall not be assignable by either party without the
other party's prior written consent.

     8.   This Agreement shall be binding upon, and shall inure to the benefit
of the Company's and Grady's respective successors and permitted assigns.

     9.   The foregoing represents the sole and entire agreement between us with
respect to the subject matter hereof and supersedes any prior agreements between
us with respect thereto.  This Agreement may not be modified, amended or waived
except by a written instrument signed by the party to be charged.  This
Agreement shall be governed by and construed in accordance with the internal
laws of the State of New York, without regard to the principles of conflicts of
laws of such State.

     Please signify your agreement to the foregoing by signing and returning to
us the enclosed copy of this Agreement which will thereupon constitute an
agreement between us.

                                  Very truly yours,

                                  AQUACELL TECHNOLOGIES, INC.

                                     James C.  Witham, Chief Executive Officer

Agreed and Consented to: