For Discussi on Purposes Only CONSULTING AGREEMENT It is hereby understood and agreed that iviewit, Inc., a Florida Corporation (“Client”) and Jenex Financial Services, Inc., a _______ corporation (“Jenex”) shall enter into this agreement (the “Agreement”) this _____ day of ___________________, 1999. Recitals A. The C li ent is seek ing fi nan cia l advi ce r egardi ng b usi nes s a nd f in anc in g a ctiv iti es. B. Jen ex ha s the abilit y to and is wil li ng t o fur ni sh busi ne ss a nd fi na ncial related advi ce and services to Client 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 valuab le consid erat ion, the recei pt of whi ch is here by acknowl edged , the parties agree as fol lows: 1. Services to be Provided by Jenex. a. Je ne x shall pr ovide the fol lo wi ng services to Client: i. An al yz ing the fi na ncial ope rations and financial needs of the Cl ien t and making appropriate recommendations for the structure and characteristics of potential debt and equity financings; ii. Ad visi ng the Cl ien t on appr opri ate infor matio n an d fo rmat (in cl ud ing busin ess plans) (the “Busi ness Plan”) for presentation by the Cli ent to invest ment bankers orbroker/dealers regi stered with the NASD or ind ivi dual inves tors, for the purpose of obtaining debt or equity, and coordinating and complet ing the preparation of the narrative of the Busine ss Plan, which shall include working in conjunction with the Client’s accountant in preparing the use ofproceeds, busine ss descripti on, fundi ng plan, fina ncia l data and fin ancia l projections to be including , in compliance with all federal and state securities and other rules, laws and regulations; ii i . In troducin g and di re ct ing the Cl ient t o NASD regi stered br oker s and locat ing inve stors with respect to under writ ing a publ ic or pri vate offeri ng of debt or equit y securities of the Client; provided, however, the consultant may not participate in negotiation ofany of the terms of any sales, underwriting or similar agreements between the Client and any such underwriter or other securitie s broker; and iv . Provi di ng s uch othe r adv is or y se rvi ces , i nc lu di ng wi th r ega rd to ma rke ti ng, general and administrative matters, operations and development, provided such aspects do not involve any type of capital-raising transaction or other form of debt or equity securities offering by the Cl ient, as mutua lly agreed upon between Jenex and the Cl ient. 4710/40017-001 BRLIB1/219552 v2 02/18/99 12:23 PM (11452) 1
