Exhibit 10.2
Financial Consultant Agreement
April 21,
2008
Doug Thomas,
President/CFO
Rival Technologies,
Inc.
3155 East Patrick Lane,
Suite 1
Las Vegas, NV
89120
USA
Dear Doug,
In regard to our prior
discussions, MidSouth Capital Markets Group (“MSCM”) a
Georgia Corporation, would be pleased to serve as financial
consultant to Rival Technologies, Inc. (RVTI) (the “Company)
in connection with an OTCBB Listing for RVTI and thereafter secure
additional market makers for the company’s stock. The initial
terms of this Engagement shall be for six months on a non-exclusive
basis, and the proposed terms are outline below.
The Services of
MSCM
In its role as Financial
Consultant, MSCM shall provide the following services:
·
Serve as liaison and
procure a market maker for a 211 filing for an OTCBB
listing.
·
Services will include
ascertaining all necessary documents needed for the filing,
advising on responses to any comment letters from the
NASD.
·
Procuring five
additional market makers in RVTI after trading commences in the
stock.
·
We will also arrange a
one day investor and broker roadshow for your company in Atlanta,
GA; at any time for a period of one year after the date of the
engagement. The roadshow will include a Luncheon with at least 40
brokers and several meeting at the offices of Atlanta based NASD
Broker Dealers.
Compensation
In connection with the
services to be provided, as outline above, the Company shall pay ot
MSCM fees in the following manner;
MSCM shall in the
following manner:
MSCM shall receive the
sum of 25,000 shares of restricted stock. Such compensation would
only be vested when RVTI receive a clearance letter fro the NASD
approving of the quotation from OTCBB listing. The names of the
market makers and the names of the traders will be submitted to
RVTI when all are on the box.
Representations and
Warranties
All communication and
information provided by the Company to MSCM, whether written or
oral, with respect to operations and profitability are true and
accurate. MS may rely on the accuracy thereof.
The financial statement
of the Company together with the related schedules and notes as set
forth in the Company’s annual report and or subsequent
quarterly reports present fairly the financial position of the
Company and the results of its operations and the changes in its
financial position at the respective dates and for the respective
periods for which they apply; such financial statements have been
prepared in accordance with generally accepted accounting
principles consistently applied, throughout the periods indicated
except as otherwise stated therein.
The Company is not in
default, which default ahs not been waived, in the performance of
any obligation, agreement or condition contained in any debenture,
note or other evidence of indebtedness or any debenture or loan
agreement of the Company. Except with respect to such defaults
which have been waived in writing or for which consents have been
obtained in writing, the execution and delivery of this Agreement
and
