RE:Michael Markow: Finity Holdings Inc · S-8 · On 4/14/98
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EXHIBIT INDEX
Document Description of Document
4.1 Consulting Agreement between the Registrant
and Michael Markow dated March 20, 1998
5.1 Opinion of Matthias & Berg LLP
24.1 Consent of Matthias & Berg LLP (included in Exhibit 5.1)
24.2 Consent of David T. Thompson, P.C.
24.3 Consent of Davis Kinard & Co., P.C.
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FINANCIAL CONSULTING AGREEMENT
THIS AGREEMENT is made and entered into as of this 20th day of March,
1998, and is made by and between Worldwide Corporate Finance, a California
corporation (hereinafter, "Consultant") and Columbia Capital Corporation, a
Delaware corporation (hereinafter, "CLCK").
WITNESSETH:
WHEREAS, CLCK is desirous of obtaining financial advice and business
consulting services (hereinafter, the "Services");
WHEREAS, Consultant is experienced in providing financial advice and
business consulting services such as the Services desired by CLCK;
WHEREAS, CLCK desires to retain Consultant and Consultant desires to
be retained to provide the Services to CLCK;
WHEREAS, Consultant will devote substantial time and incur substantial
expense in connection with the provision of the Services to CLCK, under and
pursuant to the terms of this Agreement; and,
WHEREAS, in consideration for Consultant agreeing to devote the time
and incur the expense in performing the Services under and pursuant to the
terms
of this Agreement, CLCK agrees to pay Consultant the considerations called
for
in this Agreement.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein set forth, CLCK and Consultant hereby agree as follows:
AGREEMENT
Section 1. CONSULTING SERVICES. Consultant shall provide to CLCK, when
and as requested by CLCK, from time to time and during normal business
hours,
financial advice and business consulting services concerning, but not
limited
to:
(i) providing long-term business, managerial and financial planning;
(ii) investigating and analyzing corporate reorganization and
expansion, and merger/acquisition opportunities; and,
(iii) introduce business opportunities for card processing service.
Section 2. OTHER SERVICES. In connection with the Services to be
provided by Consultant, Consultant shall assist CLCK in the accumulation of
any
due diligence material and in the preparation of any and all documents on
behalf
of CLCK as deemed necessary and appropriate by Consultant. Notwithstanding
the
foregoing, Consultant shall be under no obligation to provide Services for
any
minimum number of hours per month during the term hereof. Any other services
requested by CLCK, such as, for example, obtaining and/or rendering legal,
tax
or other opinions on specific transactions, shall be the subject of separate
agreements between CLCK and Consultant if not otherwise covered hereunder.
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Section 3. TERM OF AGREEMENT. This Agreement shall become effective as
of the date first written above and shall continue for a period of One (1)
Year
thereafter (hereinafter, the "Term"), at which time this Agreement shall
automatically expire.
Section 4. SCOPE OF RETENTION. CLCK hereby retains Consultant as its
non-exclusive financial advisor and business consultant during the Term of
this
Agreement. In the event that CLCK does not call upon Consultant to perform
Services during the Term of this Agreement, CLCK shall nonetheless remain
liable
to pay the compensation and refund of expenses as set forth in Sections 5, 6
and
7 hereof.
Section 5. INITIAL COMPENSATION. As the initial compensation for the
Services, CLCK shall grant to Consultant upon execution of this Agreement
options (hereinafter, the "Retainer Options") to purchase up to Three
Hundred
Thousand (300,000) shares of CLCK's common stock (hereinafter, the "Shares")
which Retainer Options shall be treated as a non-refundable retainer
(hereinafter, the "Retainer"). The Shares underlying the Retainer Options
shall
be included by CLCK in a registration statement on Form S-8 or other
appropriate
form which CLCK shall file, with counsel selected and paid for by
Consultant,
with the Securities and Exchange Commission (hereinafter, the "SEC") to
register
those Shares as soon as CLCK may lawfully do so.
The Retainer Options shall vest as follows:
(i) One Hundred Fifty Thousand (150,000) options
(hereinafter, the "First Retainer Options") each of these First Retainer
Options
entitling Consultant to purchase One (1) Share at the price per Share equal
to
Eighty Five Percent (85%) of the closing bid price for the Shares on the
date
first written above (hereinafter, the "Retainer Option Exercise Price"),
which First Retainer Options shall be exercisable from April 1st, 1998 and
for
a period of One (1) Year thereafter;
(ii) Seventy Five Thousand (75,000) options
(hereinafter, the "Second Retainer Options") each of these Second Retainer
Options entitling Consultant to purchase One (1) Share at a price per Share
equal to the Retainer Option Exercise Price, which Second Retainer Options
shall be exercisable Ninety (90) Days from the date first written above and
for a period of One (1) Year thereafter; and,
(iii) Seventy Five Thousand (75,000) options
(hereinafter, the "Third Retainer Options") each of these Third Retainer
Options
entitling Consultant to purchase One (1) Share at a price per Share equal to
the Retainer Option Exercise Price, which Third Retainer Options shall be
exercisable One Hundred Eighty (180) Days from the date first written above
and
for a period of One (1) Year thereafter.
Section 6. ADDITIONAL COMPENSATION. In addition to the Retainer
payable pursuant to Section 5 hereof, Consultant shall be compensated with
options (collectively, the "Options") as follows:
(i) One Hundred Thousand (100,000) Options
(hereinafter, the "First Options") each of these First Options entitling
Consultant to purchase One (1) Share at the price per Share equal to Eighty
Five Percent (85%) of the closing bid price for the Shares on February 9th,
1998, which First Options shall be exercisable from April 1st, 1998 and for
a
period of One Hundred Twenty (120) Days thereafter;
(ii) One Hundred Thousand (100,000) Options
(hereinafter, the "Second Options")each of these Second Options entitling
Consultant to purchase One (1) Share at a price per Share equal to the
closing
bid price for the Shares on February 9th, 1998, which Second Options shall
be
exercisable from April 1st, 1998 and for a period of One Hundred Eighty
(180)
Days thereafter;
(iii) One Hundred Thousand (100,000) Options
(hereinafter, the "Third Options") each of these Third Options entitling
Consultant to purchase One (1) Share at a price per Share equal to Eighty
Five
Percent (85%) of the closing bid price for the Shares on the date the Third
Options are exercised, which Third Options shall be exercisable from April
1st,
1998 and for a period of One (1) Year thereafter; and,
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(iv) One Hundred Thousand (100,000) Options
(hereinafter, the "Fourth Options") each of these Fourth Options entitling
Consultant to purchase One (1) Share at a price per Share equal to Eighty
Five
Percent (85%) of the closing bid price for the Shares on the date the Fourth
Options are exercised, which Fourth Options shall be exercisable from April
1st, 1998 and for a period of Two (2) Years thereafter.
CLCK shall undertake to file a registration statement on Form S-8 or other
appropriate form, with counsel selected and paid for by Consultant, to
register
with the SEC the Shares underlying the Options as soon as CLCK may lawfully
do
so.
Section 7. PAYMENT OF REASONABLE COSTS. Consultant shall be reimbursed
for all its out-of-pocket expenses, including its travel and entertainment,
incurred by Consultant in connection with the performance of the Services
pursuant hereunder. All fees and disbursements for engagements specific to
the
Services provided, if any, must be approved in writing by CLCK and shall be
the
subject of separate agreements if not otherwise covered hereunder.
Section 8. COUNTERPARTS. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original and all of which
taken
together shall be but a single instrument.
Section 9. EXPERT TESTIMONY. Should Consultant or any of its employees,
contractors or affiliates be required to testify in the event of any
litigation
relating to matters with respect to which Consultant has expertise, such as,
for
example, matters similar to the Services pursuant hereunder, CLCK agrees to
pay
Consultant or its designee, the Per Diem rate customary for experts
providing
such expert testimony in the jurisdiction where such testimony is to be
provided, plus reasonable out of pocket expenses, for all the time required
for
such testimony.
Section 10. INDEMNIFICATION. CLCK and Consultant agree to indemnify and
hold the other party and all of the other party's officers, directors,
employees, affiliates and agents harmless from and against any and all
manner of
actions, causes of action, claims, demands, costs, damages, liabilities,
losses,
obligations and expenses (including actual attorneys' fees) arising or
resulting
from or related to Consultant's performance of the Services pursuant
hereunder,
unless they are due to breach of this Agreement or gross negligence or
willful
misconduct of the party to be indemnified or of any of its officers,
directors,
employees, affiliates and agents.
Section 11. INDEPENDENT CONTRACTOR. Consultant and CLCK hereby
acknowledge and agree that Consultant is an independent contractor and is
not a
licensed broker-dealer. Consultant shall not hold itself out as, nor shall
it
take any action from which others might infer that it is a partner or agent
of,
or a joint venturer with CLCK. In addition, Consultant shall take no action
which binds, or purports to bind, CLCK.
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Section 12. LAW; FORUM AND JURISDICTION. This Agreement shall be
construed and interpreted in accordance with the laws of the State of
California. The parties agree that any dispute arising under or with respect
to
or in connection with this Agreement, whether during the Term of this
Agreement
or at any subsequent time, shall be resolved fully and exclusively by
binding
arbitration in accordance with the commercial rules then in force of the
American Arbitration Association and the proceedings taking place in Los
Angeles, California.
Section 13. NOTICES. Any notices or other communications required or
permitted hereunder shall be sufficiently given if personally delivered, or
sent
by express mail or telegram, or transmitted by fax or e-mail, addressed as
set
forth herein below.
If to Consultant: Worldwide Corporate Finance
15760 Ventura Boulevard, Suite 1020Encino, CA 91436
Phone: 1-818-783-0054 Fax: 1-818-783-1120 e-mail: markow@flash.net
Attn: Michael M. Markow, PresidentIf to CLCK:
Columbia Capital Corporation3020 NW 33rd Avenue
Ft. Lauderdale, FL 33311 Phone: 1-915-674-3100 Fax: 1-915-674-3174
e-mail: valerievarner@worldnet.att.net
Attn: Kenneth A. Klotz, President |
