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BUSINESS ADVISORY AGREEMENT
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This Agreement is made and entered into as of this __ day of
September,
2007, between Stem Cell Therapy International, Inc., a Nevada
corporation with
its principal offices in Tampa, Florida (the "Company") and
Newbridge Securities
Corporation, a Virginia corporation with its principal offices
in Ft.
Lauderdale, Florida (the "Advisor").
WHEREAS, the Company is seeking certain services and advice
regarding the
Company's business and financing activities; and
WHEREAS, the Advisor is willing to furnish certain business and
financial
related advice and services to the Company on the terms and
conditions
hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual terms and
covenants
contained herein, and for other good and valuable consideration,
the receipt of
which is hereby acknowledged, the parties agree as follows:
1. Purpose. The Company hereby engages the Advisor on a
non-exclusive basis
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for the term specified in this agreement to render financial and
business
advisory consulting advice to the Company as a financial advisor
relating to
financial and similar matters upon the terms and conditions set
forth herein.
2. Representations of the Advisor. The Advisor represents and
warrants to
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the Company that (i) it is a member in good standing of the
Financial Industry
Regulatory Authority ("FINRA") and that it is engaged in the
securities
brokerage business; (ii) in addition to its securities brokerage
business, the
Advisor provides consulting advisory services; and (iii) it is
free to enter
into this Agreement and the services to be provided pursuant to
this Agreement
are not in conflict with any other contractual or other
obligation to which the
Advisor is bound. The Company acknowledges that the Advisor is
in the
securities business and may provide financial and business
consulting services
and advice of the type contemplated by this Agreement to others,
and that
nothing contained herein shall be construed to limit or restrict
the Advisor in
providing such services or advice to others.
3. Duties of the Advisor. During the term of this Agreement, the
Advisor
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will provide the Company with consulting advice as specified
below at the
request of the Company, provided that the Advisor shall not be
required to
undertake duties not reasonably within the scope of the
consulting advisory
service in which the Advisor is engaged generally. In the
performance of these
duties, the Advisor shall provide the Company with the benefits
of its best
judgment and efforts, and the Advisor cannot and does not
guarantee or promise
that its efforts will have any impact on the business of the
Company or that any
subsequent improvement will result from the efforts of the
Advisor. It is
understood and acknowledged by the parties that the value of the
Advisor's
advice is not measurable in any quantitative manner, and that
the amount of time
spent rendering such consulting advice shall be determined
according to the
Advisor's discretion. The Advisor's duties may include, but will
not
necessarily be limited to, rendering the following services to
the Company:
<PAGE>
(a) Study and review the business, operations, historical
financial
performance of the Company (based upon information provided to
the Advisor by
management) so as to enable the Advisor to provide advice to the
Company;
(b) Assist the Company in attempting to formulate the optimum
strategy to
meet the Company's working capital and capital resource needs
during the term of
this Agreement;
(c) Assist the Company in seeking to identify and evaluate
potential merger
and acquisition candidates for the Company and, in appropriate
instances,
negotiate on the Company's behalf;
(d) Assist in the introduction of the Company to institutional
or other
capital financing sources;
(e) Assist in the formulation of the terms and structure of any
reasonable
proposed equity or debt financing or business transaction
involving the Company;
(f) Assist in any presentation to the Board of Directors of the
Company, as
requested, in connection with a proposed transaction; and
(g) Advise the Company as to the expected reaction of the
financial
community to any transaction and assist in determining optimum
means of
communicating the pertinent aspects, such as strategic
considerations, benefits
to the Company and financial impact, to the financial
community.
4. Term. Subject to the termination provisions set forth in
paragraph 15
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hereof, the term of this Agreement shall be for one (1) year
commencing from the
date of this Agreement ("Commencement Date"); provided, however,
that this
Agreement may be renewed or extended upon such terms and
conditions as may be
mutually agreed upon by the parties hereto. This Agreement shall
terminate,
however, in the event that the Advisor is no longer a member in
good standing of
FINRA.
5. Advisory Fee. As compensation for the services to be rendered
by
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Advisor hereunder, Company will pay to Advisor an advisory fee
for as long as
the Advisory Agreement is in effect, as follows: (a) a cash fee
of $5,000 per
month during the term of this agreement and (b) the Company will
sell to the
Advisor up to 500,000 shares of the Company's common stock at a
purchase price
of $.001 per share (the "Shares") in four tranches, with the
first tranche of
125,000 available upon the Commencement Date, the second tranche
of 125,000
shares available upon the ninety day anniversary of the
Commencement Date, the
third tranche of 125,000 shares available upon the six month
anniversary of the
Commencement Date and the fourth tranche of 125,000 shares
available upon the
nine month anniversary of the Commencement Date. Newbridge will
have standard
demand and piggyback registration rights with respect to the
Shares.
6. Financing Fee. In the event the Advisor effects, underwrites
or
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introduces a financing by offering or selling any of the
securities of the
Company, in a private or public debt and/or equity transaction,
pursuant to
which the Company obtains financing or other consideration, the
Advisor shall
receive a Financing Fee in addition to the Advisory Fee and any
other fee to be
received pursuant to this Agreement, which shall be mutually
determined between
the Company and the Advisor at the time of any such
Financing.
<PAGE>
7. Transaction Finder's Fee. In connection with any
transaction
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consummated by the Company in which the Advisor introduced the
other party
(except for any party identified by the Company on a schedule to
be provided
contemporaneously with the execution of this Agreement) to the
Company, during a
period ending six (6) months from the termination of this
agreement (in each
such case, a "Transaction") the Company will pay to the Advisor
a Transaction
Fee ("Transaction Fee") based on the aggregate consideration
received or to be
paid by the Company in connection with such Transaction (as
further defined
below), and computed as follows: 5% of the first million
dollars; 4% of the next
million dollars; 3% of the next million dollars; 2% of the next
million dollars
and 1% of the balance of the value of the transaction. The
Transaction Fee will
be payable in the same forms and proportions as the aggregate
consideration
disbursed or received by the Company, unless otherwise mutually
agreed to in
writing by the parties. By way of example, if the Company
consummates a
transaction in which the Company receives aggregate
consideration of $2 million,
consisting of $1 million in securities and $1 million in cash,
then the
Transaction Fee will be payable by the Company one-half in
securities and
one-half in cash.
(a) As used herein, the term "aggregate consideration" shall be
deemed to be
the total amount disbursed or received by the Company (which
shall be
deemed to include amounts paid into escrow) in connection with a
Transaction.
(b) A Transaction Fee is payable in the event of and upon the
closing of a
Transaction; provided, however, that if the aggregate
consideration
consists of or may be increased by future payments or contingent
payments
related to future earnings or operations, the Company, in its
discretion, shall
have the choice to either (i) pay that portion of the
Transaction Fee at closing
based on the present value of any future and/or contingent
payments calculated
as at closing or (ii) pay that portion of the Transaction Fee
calculated and
paid when and as such future and/or contingent payments are made
to the Company;
provided further, however, that even if the Company exercises
its discretion
under clause (ii) above, the entire Transaction Fee due to the
Advisor will be
paid within twenty-four (24) months of the date this Agreement
is terminated,
regardless of whether the Company has then received all payments
that are to be
made to the Company in connection with the Transaction.
8. Representations and Warranties of the Company. The Company
represents
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and warrants to the Advisor as follows:
(a) The Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the
state of its
incorporation, with full corporate power and authority to own
its properties and
conduct its business and is duly qualified to do business as a
foreign
corporation in good standing in all other jurisdictions in which
the nature of
its business or the character or location of its properties
requires such
qualification, except where the failure to so qualify would not
have a material
adverse effect on the business, properties or operations of the
Company and its
subsidiaries as a whole.
(b) The Company has full legal right, power and authority to
enter into this
Agreement, and to consummate the transactions provided for
herein, and
this Agreement, when executed by the Company, will constitute a
valid and
binding agreement, enforceable in accordance with its terms
(except as the
enforceability thereof may be limited by bankruptcy or other
similar laws
affecting the rights of creditors generally or by general
equitable principles
and except as the enforcement of indemnification provisions may
be limited by
federal or state securities laws).
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(c) Except as disclosed in the Company's public filings or on
the
Disclosure Schedule attached hereto as Exhibit A ("Disclosure
Schedule"), the
Company is not in violation of its articles of incorporation or
bylaws or in
default in the performance or observance of any material
obligation, agreement,
covenant or condition contained in any material bond, debenture,
note or other
evidence of indebtedness or in any material contract, indenture,
mortgage, loan
agreement, lease, joint venture, partnership or other agreement
or instrument to
which the Company is a party or by which it may be bound or is
not in material
violation of any law, order, rule, regulation, writ, injunction
or decree of any
governmental instrumentality or court, domestic or foreign; and
the execution
and delivery of this Agreement and the consummation of the
transactions
contemplated therein and will not conflict with, or result in a
material breach
of any of the terms, conditions or provisions of, or constitute
a material
default under, or result in the imposition of any material lien,
charge or
encumbrance upon any of the property or assets of the Company
pursuant to, any
material bond, debenture, note or other evidence of indebtedness
or any material
contract, indenture, mortgage, loan agreement, lease, joint
venture, partnership
or other agreement or instrument to which the Company is a party
nor will such
action result in the material violation by the Company of any of
the provisions
of its articles of incorporation or bylaws or any law, order,
rule, regulation,
writ, injunction, decree of any government, governmental
instrumentality or
court, domestic or foreign, except where such violation will not
have a material
adverse effect on the financial condition of the Company.
(d) The authorized, issued and outstanding capital stock of the
Company is
as disclosed in writing to the Advisor and all of the shares of
issued and
outstanding capital stock of the Company set forth therein have
been duly
authorized, validly issued and are fully paid and nonassessable;
the holders
thereof do not have any rights of rescission with respect
therefor and are not
subject to personal liability for any obligations of the Company
by reason of
being stockholders under the laws of the State in which the
Company is
incorporated; and none of such outstanding capital stock is
subject to or was
issued in violation of any preemptive or similar rights of any
stockholder of
the Company.
(e) Except as disclosed in the Company's public filings or on
the Disclosure
Schedule, the Company is not a party to or bound by any
instrument,
agreement or other arrangement providing for it to issue any
capital stock,
rights, warrants, options or other securities, except for this
Agreement and as
disclosed in writing to the Advisor. Upon the issuance and
delivery pursuant to
the terms hereof of any securities to the Advisor, the Advisor
will acquire good
and marketable title to such securities free and clear of any
lien, charge,
claim, encumbrance, pledge, security interest, defect or other
restriction of
any kind whatsoever other than restrictions as may be imposed
under the
securities laws.
(f) Except as disclosed in the Company's public filings or on
the Disclosure
Schedule, the Company has good and marketable title to all of
its
properties and assets as owned by it, free and clear of all
liens, charges,
encumbrances or restrictions, except as disclosed in writing to
the Advisor or
which are not materially significant or important in relation to
its business or
which have been incurred in the ordinary course
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