THE BERMAN CENTER LLC PLACEMENT AGENT AGREEMENT

 

                                                                    EXHIBIT 10.2

 

                              THE BERMAN CENTER LLC

                            PLACEMENT AGENT AGREEMENT

 

                                                     Dated as of: April 11, 2005

 

Hunter World Markets, Inc.

9300 Wilshire Boulevard

Penthouse Suite

Beverly Hills, CA 90212

 

Ladies and Gentlemen:

 

      The undersigned, The Berman Center LLC (the "Company"), hereby agrees with

Hunter World Markets, Inc. ("Hunter") as follows:

 

      1.     Placement.

 

      The Company hereby engages Hunter to act as its exclusive   placement agent

in a transaction on a "best   efforts"   basis   involving the issuance and sale by

the Company   (the   "Offering")   of Units,   each Unit   consisting   of (i) two (2)

shares of Common   Stock;   (ii) one   three-year   warrant to purchase one share of

Common   Stock at an   exercise   price equal to $1.05 (200% of the issue price per

share - the   "Issue   Price")   (a "Class A   Warrant");   and (iii) one   three-year

warrant to   purchase   one share of Common   Stock at an   exercise   price equal to

$1.575 (300% of Issue Price) per share (a "Class B Warrant"). The price per Unit

shall be   $1.05.   Prior to and as a   condition   to the   initial   closing   of the

Offering   and   the   reverse   merger   (the   "Merger")   of   the   Company   with   an

over-the-counter   Bulletin   Board   listed shell   company   (the   "Shell") (i) the

Company shall reorganized as a C corporation and (ii) there shall be outstanding

13,050,000 shares of the Company's Common Stock.

 

      The Class A Warrants shall be redeemable by the Company at a price of five

(5) cents per   warrant   in the   event   (i)   there is an   effective   registration

statement   covering the shares of Common Stock   underlying   the Class A Warrants

and (ii) the closing market price of shares of Common Stock listed on a national

securities   market equals or exceeds   $1.575 which is 300% of the Issue Price of

the shares of Common Stock issued further to the Private Placement Unit Offering

for twenty of the thirty   consecutive   trading days   immediately   preceding   the

Company's notice of redemption.

 

      The Class B Warrants shall be redeemable by the Company at a price of five

(5) cents per   warrant   in the   event   (i)   there is an   effective   registration

statement   covering the shares of Common Stock   underlying   the Class B Warrants

and (ii) the closing market price of shares of Common Stock listed on a national

securities   market   equals or exceeds $2.10 which is 400% of the Issue Price for

twenty   of   the   thirty   consecutive   trading   days   immediately   preceding   the

Company's notice of redemption.

 

 

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      The   "Minimum   Funding"   shall be   $3,000,000   (2,857,142   Units)   and the

"Maximum Funding" shall be $6,000,000   (5,714,284 Units). This pricing assumes a

capitalization of approximately   15,000,000 issued and outstanding shares (after

giving   effect   to   the   Merger)   for a   pre-money   valuation   of   approximately

$8,000,000.

 

       The Company shall file an SB-2 registration statement no later than thirty

(30) days   following   the closing of the Merger.   The Company   will use its best

efforts to have it declared   effective 180 days after the initial closing of the

Offering.   The securities to be included in the SB-2 registration   statement are

the Common Stock purchased as part of the Units, the Class A Warrants, the Class

B Warrants,   the Placement   Agent Warrants (as that term is defined   herein) and

the Bridge Warrants (as that term is defined herein). No additional shares shall

be included unless the Company shall have first received   Hunter's prior written

consent so long as all   securities   purchased   by   investors in the Offering are

included in the Form SB-2.

 

      The Company has borrowed an aggregate of $400,000 from funds introduced to

the Company by Hunter (the "Bridge Notes"). In connection therewith, the Company

issued such funds   warrants   (the "Bridge   Warrants")   to purchase up to 134,786

Membership   Interests in the Company at a per LLC   Membership   Interest price of

$0.9348156   (after the   recapitalization   of the   Company   into a C   corporation

referenced   above,   the Bridge   Warrants   will   represent   the right to purchase

400,000   shares of the Company's   Common Stock at a per share   exercise price of

$0.315).

 

      All   monies   raised in the   Offering   shall be   placed   in a   non-interest

bearing escrow account until the Minimum Funding amount is raised and deposited.

 

      Upon   closing of the   Minimum   Funding   amount,   proceeds   shall   first be

applied to payoff any interest and principal outstanding under the Bridge Notes.

 

      Hunter   shall not be   obligated   to sell any Units   and this   Offering   by

Hunter shall be solely on a "best efforts basis."

 

       The initial closing of Minimum Funding will take place concurrent with the

execution of a reverse   merger   agreement   covering the Merger and the filing of

14C Information   Statement   covering the Merger by the Shell with the Securities

and Exchange Commission or at such earlier time as mutually agreed in writing by

the parties.   Any   additional   monies   raised under this Offering must be raised

within   thirty (30) days after the   initial   Closing.   The initial   term of this

Agreement   shall be for a period of six months   from the date of this   Agreement

unless   terminated   sooner by the mutual   written   agreement   of the Company and

Hunter.   The period   commencing   on the date of execution of this   Agreement and

ending six months hereafter is referred to herein as the "Placement Term."

 

 

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      As a condition of the initial closing of the Minimum Funding,   the Company

will provide   Hunter with: (a) an employment   agreement   between the Company and

Laura Berman that is reasonably   acceptable to Hunter,   (b) evidence that all of

the media   companies,   media   projects   (including but not limited to books) and

related   interests   owned or controlled by Laura Berman are owned by the Company

and (c) a signed non-compete   agreement with Laura Berman reasonably   acceptable

to Hunter.

 

      The Company shall prepare a Private Placement   Memorandum   ("PPM"),   which

shall not contain a   materially   misleading   statement,   or omit to state a fact

required to make the statement   therein not   misleading.   The Offering   shall be

conducted   pursuant to Regulation D promulgated   by the   Securities and Exchange

Commission   (the   "SEC")   and   shall be   offered   and sold   only to   "Accredited

Investors"   as that term is defined in Regulation D. The Offering is intended to

qualify as a Regulation D, Rule 506   transaction.   Other than Hunter itself,   no

person,   party or   entity,   including   the   Company,   its   officers,   directors,

employees, agents, or attorneys, may distribute the Private Placement Memorandum

used in   connection   with the   offering of the Units,   in any manner   (including

electronically) to any party, without the prior written consent of Hunter.

 

      2.     Public Company Status

 

      Concurrent   with the initial   closing of the   Offering,   the Company   will

complete   the   Merger   with   Shell   provided   by Hunter   and/or   its   affiliates

provided,   however   that such   Shell   shall be subject   to the   approval   of the

Company   and its legal   counsel.   In   connection   with the   Merger   (but   before

issuance of the Units under the   Offering),   the   existing   shareholders   of the

Company   will receive 87% of the issued and   outstanding   shares of stock of the

post merger company and the existing   holders of the Shell, and their designees,

will hold the   remaining   13% of the issued and   outstanding   shares of the post

merger company.

 

      3.     Compensation.

 

      As compensation for the Units sold directly by Hunter, Hunter will receive

the following:   (i) 10% commission on the total gross proceeds raised by Hunter;

(ii) a non-accountable   expense allowance in the amount of 2% of the total gross

proceeds   raised by Hunter;   and (iii) warrants to purchase   common stock in the

Company   equal to 10% of the   Common   Stock   included   in any units   sold in the

Offering (from Hunter and Company),   provided,   however,   that Hunter has raised

the Minimum Funding amount ("Placement Agent Warrants").

 

      The Placement Agent Warrants will receive registration rights identical to

the rights granted to the holders of Class A Warrants and Class B Warrants.   The

Placement   Agent Warrants will be exercisable at the Issue Price and will have a

three (3) year term.

 

 

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      4.     Exclusivity.

 

            (a)    During the   Placement   Term,   Hunter shall have the   exclusive

right to raise $6,000,000 (the "Exclusive Funding Amount").

 

            (b)    All   monies   raised   by   the   Company   or   Hunter   during   the

Placement Term shall be under the same terms and conditions as the Offering.

 

            (c)    The Company may not   solicit,   engage or continue to work with

any underwriters, third party finders, brokers, or other consultants, during the

Placement Term, without express written approval of Hunter. During the Placement

Term,   the   Company   shall   provide   Hunter   with the name and   other   pertinent

information on any potential investor before accepting such investment,   however

the Company shall at all times retain sole discretion to accept such investment.

 

            (d)    Hunter may raise up to the Maximum Funding amount prior to the

Company   delivering notice of any potential   investor,   in which case,   Hunter's

investors shall be accepted and the Offering will be closed.

 

       5.     Right of First   Refusal.   Provided   that Hunter is able to raise the

Minimum Funding amount during the Placement Term, Hunter shall have the right of

first refusal (the "Right of First   Refusal") for any equity   financing   entered

into by the   Company   within   12   months   from   the   date of the   filing   of the

registration   statement for the securities   issued further to the Offering.   The

Right of First Refusal shall not apply to (i) any   strategic   partner   financing

whereby an investor brings qualitative value in addition to money being invested

or (ii) any financing related to an acquisition transaction.

 

      6.     Reserved.

 

 

      7.     Break Up Fee.

 

            (a)    In the   event   the   Company   receives,   after   the date of the

reverse   merger   agreement to be entered into between the Company and the Shell,

an   unsolicited   proposal   or offer   from a person or entity,   or any   affiliate

thereof to acquire all or substantially all of the assets or outstanding   equity

of the Company (an   "Acquisition   Proposal"),   and the Board of Directors of the

Company determines in good faith that its fiduciary obligations under applicable

law require that such   Acquisition   Proposal be accepted,   the Company shall pay

the Shell the sum of $100,000 as liquidated damages.

 

 

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            (b)    Hunter may reasonably   determine that based upon due diligence

or market   conditions,   it may be   impractical   to raise   money for the   Company

during the Placement Term. In such an event, the parties will be discharged from

liability under this Break Up Fee provision.

 

      8.     Representations, Warranties and Covenants of Hunter.

 

            Hunter represents, warrants and covenants as follows:

 

            (a)    Hunter has the   necessary   power to enter into this   Agreement

and to consummate the transactions contemplated hereby.

 

            (b)    The execution and delivery by Hunter of this Agreement and the

consummation   of the   transactions   contemplated   herein   will not result in any

violation   of, or be in   conflict   with,   or   constitute   a default   under,   any

agreement   or   instrument   to which   Hunter is a party or by which Hunter or its

properties are bound, or any judgment,   decree, order or, to Hunter's knowledge,

any statute,   rule or regulation   applicable   to Hunter.   This   Agreement,   when

executed and delivered by Hunter,   will constitute the legal,   valid and binding

obligations of Hunter,   enforceable in accordance with their   respective   terms,

except   to the   extent   that (i) the   enforceability   hereof or   thereof   may be

limited by bankruptcy,   insolvency,   reorganization,   moratorium or similar laws

from time to time in effect and   affecting   the rights of   creditors   generally,

(ii) the   enforceability   hereof or thereof is subject to general   principles of

equity, or (iii) the indemnification provisions hereof or thereof may be held to

violate public policy.

 

            (c)    Hunter will not deliver any documents   related to the Offering

to any person it does not reasonably believe to be an Accredited   Investor based

upon documentary evidence thereof, where appropriate.

 

            (d)    Hunter   will   not   intentionally    take   any   action   that   it

reasonably   believes   would cause the Offering to violate the   provisions of the

Securities   Act of 1933,   the   Securities   Exchange Act of 1934,   the respective

rules and regulations   promulgated   thereunder (the "Rules and   Regulations") or

applicable "Blue Sky" laws of any state or jurisdiction.

 

            (e)    Hunter   shall use all   reasonable   efforts   to   determine   (i)

whether the Investor is an   Accredited   Investor   and (ii) that any   information

furnished by the Investor is true and accurate.   Hunter shall have no obligation

to insure   that any check,   note,   draft or other means of payment for the Units

will be honored, paid or enforceable against the Investor in accordance with its

terms.

 

            (f)    Hunter   is a   member   of   the   NASD,   and   is a   broker-dealer

registered   as such   under   the   Securities   Exchange   Act of 1934 and under the

securities   laws of the   states in which the Units   will be   offered   or sold by

Hunter,   unless an exemption for such state registration is available to Hunter.

Hunter is in compliance   with all material rules and   regulations   applicable to

Hunter generally and applicable to Hunter's participation in the Offering.

 

 

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      9.     Representations and Warranties of the Company.

 

            The Company represents and warrants as follows:

 

            (a)    The execution,   delivery and performance of this Agreement has

been or will be duly and validly   authorized by the Company and will be, a valid

and   binding   agreement   of the   Company,   enforceable   in   accordance   with its

respective   terms,   except to the extent that (i) the   enforceability   hereof or

thereof may be limited by bankruptcy, insolvency, reorganization,   moratorium or

similar laws from time to time in effect and   affecting   the rights of creditors

generally,   (ii) the   enforceability   hereof or   thereof   is   subject to general

principles of equity or (iii) the   indemnification   provisions hereof or thereof

may be held to violate   public policy.   The securities to be issued   pursuant to

the   transactions   contemplated by this Agreement have been duly authorized and,

when   issued   and paid for in   accordance   with (x) this   Agreement   and (y) the

certificates/instruments representing such securities, will be valid and binding

obligations   of the Company,   enforceable   in accordance   with their   respective

terms,   except to the extent that (1) the enforceability   thereof may be limited

by bankruptcy, insolvency, reorganization,   moratorium or similar laws from time

to time in effect and   affecting   the   rights of   creditors   generally,   (2) the

enforceability   thereof is subject to general principles of equity, or (iii) the

indemnification   provisions   hereof or   thereof   may be held to   violate   public

policy.   All   corporate   action   required   to be   taken   for the   authorization,

issuance   and sale of the   securities   has been   duly and   validly   taken by the

Company.

 

            (b)    The outstanding limited liability   membership interests of the

Company   have been duly   authorized   and issued and the Company has   outstanding

capitalization as will be set forth in the PPM. 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,   the agreements described herein or as set forth in the PPM.

All issued and outstanding   securities of the Company, have been duly authorized

and validly issued and are fully paid and   non-assessable;   the holders   thereof

have no rights of rescission or preemptive   rights with respect   thereto and are

not subject to personal   liability   solely by reason of being security   holders;

and none of such securities was issued in violation of the preemptive   rights of

any holders of any security of the Company.

 

            (c)    The Common Stock being   offered as part of the Units,   as well

as issuable   upon   exercise of the Warrants   that form part of the Units will be

duly   authorized and when issued and paid for in accordance   with this Agreement

and    proper     exercise     of    such     warrants,     respectively,     and    the

certificates/instruments representing such Common Stock, will be validly issued,

fully-paid   and   non-assessable;   the   holders   thereof   will not be   subject to

personal   liability solely by reason of being such holders;   such securities are

not and will not be   subject   to the   preemptive   rights   of any   holder   of any

security of the Company.

 

 

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            (d)    The   Company   has good and   marketable   title to, or valid and

enforceable   leasehold   estates   in,   all   items of real and   personal   property

necessary to conduct its business   (including,   without   limitation   any real or

personal property to be owned or leased by the Company).

 

            (e)    There is no litigation or governmental   proceeding pending or,

to the best of the Company's   knowledge,   threatened   against,   or involving the

properties or business of the Company.

 

             (f)    The   Company   is   not   aware   of   any   federal   or   securities

violations by any of its current   officers,   directors or consultants,   nor does

the Company   believe that any of its officers,   directors or consultants   are or

were the   subject of any   enforcement   proceedings   by the   Securities   Exchange

Commission or the National Association of Securities Dealers.

 

            (g)    The Company has been duly organized and is validly existing as

a limited   liability   company   in good   standing   under the laws of the State of

Illinois.   The Company   does not own or   control,   directly   or   indirectly,   an

interest in any other   corporation,   partnership,   trust, joint venture or other

business entity.   The Company is duly qualified or licensed and in good standing

as a foreign   corporation   in each   jurisdiction   in which the   character of its

operations   requires   such   qualification   or licensing   and where failure to so

qualify would have a material adverse effect on the Company. The Company has all

requisite   power and authority,   and all material and necessary   authorizations,

approvals,    orders,   licenses,    certificates   and   permits   of   and   from   all

governmental   regulatory   officials and bodies (domestic and foreign) to conduct

its   business   (and   proposed   business),   and the Company is doing   business in

strict compliance with all such   authorizations,   approvals,   orders,   licenses,

certificates and permits and