Consulting and Advisory Agreement - North Coast Securities Corp. and Netgateway Inc.
CONSULTING AND ADVISORY AGREEMENT
This Consulting and Advisory Agreement ("Agreement") is made and entered as of
this 1st day of November, 1998, and between North Coast Securities, Corp., (or
"NCSC") and Netgateway, Inc. (or "NGWY")
Recitals
A. NCSC is experienced as a consultant and advisor in the securities
industry. NCSC has played a key role in assisting in the dissemination of
information of certain publicly traded companies and providing the
necessary strategy for growth of the public awareness within the companies
where it has been retained. NCSC is also experienced in dealing with
brokers, NASD broker/dealers, financial institutions, and equity investors
as it pertains to the securities transactions and in corporate finance in
the securities industry.
B. NCSC is experienced at making presentations to the brokerage community in
addition to providing market analysts and NASD broker/dealer interviews
concerning the energy industry and the current activities of the company's
wherein he has been contracted as an advisor.
C. NGWY desires to publicize itself with the intention of making its name and
business better known to shareholders, investors, and the financial
communities and to avail itself of NCSC's experience, advice and contacts
within these communities. NGWY desires to enter into this Agreement with
NCSC and NCSC is willing to provide consulting and advisory services to
NGWY under the following terms and conditions of this Agreement.
NOW, THEREFORE, for and in consideration of the mutual promises and covenants
herein and for good valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereby agree as follows:
1. Engagements. NGWY hereby retains NCSC to present the Company to
institutions, broker/dealers and prospective investors and shareholders.
NCSC hereby agrees to make itself available to render its professional
advise and reasonable assistance to NGWY and NGWY's Board of Directors
under the terms and conditions herein set forth.
2. Duties. During the term of this Agreement, NCSC agrees to assist and
advise NGWY in the following areas; however it is understood by the
parties hereto that NCSC will only play an active role in day to day
operations if requested to do so:
a) Assist in the dissemination of information concerning Netgateway
Inc.;
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b) Interview and source qualified investment opportunities to be
presented to the board of directors.
c) Assist in the presentation of due diligence material included in
investment memoranda and other similar matters as may be required by
industry partners, bankers, financial institutions, NASD
broker/dealers, securities analysts and equity investors;
d) Such other general assistance and advice as may be mutually agreed
upon.
3. Compensation. In exchange for the services to be rendered hereunder, NCSC
will be compensated as follows:
1) 10,000 shares of restricted Rule 144 common stock, subject to
piggy-back registration rights deliverable in seven (7) days.
2) 25,000 stock options at a strike price of $3.00 per share,
deliverable in ninety (90) days.
4. Term. This agreement shall be for a term of twelve (12) months, provided,
however, that after the initial sixty (60) days, NGWY may terminate this
agreement upon thirty (30) days prior written notice.
5. Accuracy if Information and Indemnification. NGWY agrees to furnish to
NCSC truthful and accurate information in all respects. NGWY agrees to
cooperate with NCSC in the performance of NCSC's consulting services and
experience. Any written materials generated by NCSC concerning NGWY for
distribution must be reviewed prior to and approved in writing by NGWY
before distribution.
6. Miscellaneous.
a) Assignability. Unless otherwise agreed to in writing by both parties
hereto, the rights, obligations and benefits established by this
Agreement shall be nonassignable by either of the parties hereto and
any such attempt of assignment shall be null and void and of no
effect whatsoever.
b) Entire Agreement. This Agreement contains the entire agreement of
the parties with respect to the subject matter hereof, and may not
be changed except by a writing signed by the party against whom
enforced or discharged is sought.
c) Waiver of Breach. The waiver by either party of a breach of any
position of this agreement by the other shall not operate or be
construed as a waiver of any subsequent breach by the other party.
d) Construction of Language. The language used in this Agreement shall
be construed as a whole according to its fair meaning, and not
strictly for nor against either party.
e) Captions and Headings. The paragraph headings throughout this
Agreement are for convenience and reference only, and shall in no
way be deemed to define, limit or add to the meaning of any
provision of the Agreement.
f) State of Law. This Agreement, its interpretation, and its
application shall be governed by the laws of the State of
California.
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g) Counterparts. This agreement may be executed in several
counterparts, each of which shall be an original, and such
counterparts shall together constitute one and the same instrument.
h) Costs. In the event of any legal proceedings between any of the
parties to enforce or defend the terms and rights set forth in this
Agreement, the prevailing party or parties shall be paid all costs
of such legal proceeding, including but not limited to, attorney
fees by the other party.
IN WITNESS THEREOF, the parties have executed this agreement to be effective as
of the day and the year first mentioned above written notwithstanding the actual
date of signatures.
North Coast Securities, Corp.
By:
----------------------------
Title: Managing Director
Netgateway Inc.
By: /s/ Keith D. Freadhoff
----------------------------
Keith D. Freadhoff
Title: CEO
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g) Counterparts. This agreement may be executed in several
counterparts, each of which shall be an original, and such
counterparts shall together constitute one and the same instrument.
h) Costs. In the event of any legal proceedings between any of the
parties to enforce or defend the terms and rights set forth in this
Agreement, the prevailing party or parties shall be paid all costs
of such legal proceeding, including but not limited to, attorney
fees by the other party.
IN WITNESS THEREOF, the parties have executed this agreement to be effective as
of the day and the year first mentioned above written notwithstanding the actual
date of signatures.
North Coast Securities, Corp.
By:
----------------------------
Title: Managing Director
Netgateway Inc.
By: /s/ Keith D. Freadhoff
----------------------------
Keith D. Freadhoff
Title: CEO
595 Market St.
Suite 2100
San Francisco,
94105
(415) 977-1500