Exhibit 1.1
SERVICES AGREEMENT
BETWEEN:
INTERUNION FINANCIAL CORPORATION
(hereinafter referred to as the "Company")
-and-
GERARD SERFATI
(hereinafter referred to as the "Serfati")
WHEREAS the Company is a corporation existing under the laws of the State of
Delaware; and
WHEREAS the Company desires to generate and increase customer interest in the
Company's products and services and explore merger/acquisition possibilities;
and
WHEREAS, it is the intention of the parties to enter into a binding agreement
based upon the terms set forth below.
1.0 FINANCIAL MARKETS ACCESS AND MERGER/ACQUISITION
1.1 Serfati will implement a program designed to generate interest in the
Company's products and services and to explore acquisition opportunities.
Serfati and any third parties retained in connection with this contract will
limit disclosure to approved "Sales Material" and/or "Test the Water Material".
a. Serfati lead generation and acquisition program. Serfati will e-mail
in Europe and the CIS approximately 2 million potential customers and a number
of acquisition targets "Sales Material" and/or "Test the Water Material". This
lead program shall be exclusive as to the potential customers/acquisition
targets who will have been contacted by Serfati as a result of this program.
b. Serfati will approach on behalf of the Company a number of
candidates for merger and/or acquisitions.
2.0 RETENTION OF SERFATI
2.1 The Company hereby retains Serfati on a non-exclusive basis for a term
of two (2) years to perform the services outlined in Sections 1 and 2 herein.
The term of this Agreement may be extended for additional 120 day periods upon
mutual written agreement of the parties.
2.2 The Company shall pay Serfati an initial retainer of $0, payment of
which shall be made upon execution of this Agreement.
2.3 In addition to the retainer fee set forth in Section 2.2 above, the
Company shall, upon execution of this Agreement, issue to Serfati 3,000,000
shares of the Company's common stock and the shares will be fully tradable and
delivered before the program is started.
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3.0 NO AGENCY
3.1 Serfati understands and acknowledges that this letter shall not create
or imply any agency agreement between the parties, and Serfati shall not, nor
shall Serfati have the right to, commit the Company, its officers, directors or
shareholders in any manner except as shall have been specifically authorized in
writing by the Company.
4.0 INDEMNIFICATION
4.1 In connection with the services which Serfati has agreed to render to
the Company hereunder, the Company shall indemnify Serfati and any third parties
retained in connection with this Agreement and hold them harmless against any
losses, claims, damages or liabilities to which Serfati may become subject in
connection with the rendering of such services except for losses, claims,
damages or liabilities resulting from or arising out of gross negligence,
misrepresentation or willful conduct of Serfati. Serfati will promptly notify
the Company upon receipt of any notices of claim or threat to institute an
action or proceeding for which it or any other person claims entitlement to
indemnification pursuant to this provision and will promptly notify the Company
after any such proceeding is commenced. In the event Serfati becomes involved in
any action or proceeding for which it is indemnified hereunder and the Company
neglects to defend in good faith any such action on behalf of Serfati, then
Serfati shall be entitled to retain separate counsel of its choice and the
Company shall reimburse Serfati for any legal or other expenses reasonably
incurred by it in connection with investigating, preparing to defend or
defending any lawsuits or other proceedings arising in any manner out of or in
connection with the rendering of such services the Company agrees that the
indemnification and reimbursement commitment set forth in this Agreement shall
apply whether or not Serfati is a formal party to any such lawsuits or other
proceedings.
4.2 Serfati agrees to indemnify and hold the Company, its officers,
directors, agents and employees harmless from and against any losses, claims,
damages, expenses (including reasonable counsel fees) or liabilities resulting
from any actual or threatened actions, suits, proceedings or claim by third
parties which arise out of violations of any federal or state securities laws
due to Serfati's gross negligence, misrepresentation or willful misconduct.
4.3 The indemnity agreement contained in this Section 4 and the
representations and warranties of the parties hereto contained in this Agreement
shall remain operative and in full force and effect regardless of (i) any
termination of this Agreement or (ii) any investigation made by Serfati or on
behalf of Serfati or on behalf of the Company, its officers or directors or any
other person controlling the Company.
5.0 MODIFICATION/SEVERABILITY
5.1 The Agreement is the entire agreement between the parties which may not
be amended or modified except in writing, and shall be binding upon any inure to
the benefit of the parties and their successors and assigns. If any provision of
this Agreement, or part thereof, shall be held to be invalid or unenforceable,
it shall not affect the validity or enforceability of the remaining part or any
other provision.
6.0 HEADINGS
6.1 Headings are for convenience only and shall not affect the
interpretation or meaning of the context thereunder.
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7.0 REPRESENTATIONS OF THE COMPANY
7.1 By execution of this Agreement, the Company represents and warrants to
Serfati, and Serfati shall be entitled to rely fully upon such representation,
that (i) it has full and complete corporate authority to enter into this
Agreement, (ii) that the officer executing this Agreement on behalf of the
Company is duly empowered to so execute and, as of the date of signing, holds in
good standing the office indicated and (iii) that the Company intends to be
legally bound by the terms set forth herein which shall be governed and
interpreted under the laws of the State of Florida without reference to any
conflicts of laws, principles or rules.
IN WITNESS WHEREOF the parties have executed this agreement at Palm Beach,
Florida on this 5th day of July 2002.
GERARD SERFATI INTERUNION FINANCIAL CORPORATION
By: /s/ Gerard Serfati By: /s/ Georges Benarroch
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Gerard Serfati Georges Benarroch, President and CEO
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