Consulting and Finder Agreement between Ace Marketing and Glenwood Capital Corporation (June 10, 2005)

Summary

Ace Marketing has engaged Glenwood Capital Corporation (GCC) to provide consulting services related to corporate finance and financial matters. GCC will assist with raising capital and evaluating business transactions as requested. As compensation, Ace Marketing will issue 1.1 million warrants to GCC and reimburse reasonable expenses. GCC may also earn a fee for introducing business opportunities that result in transactions, with specific fee percentages outlined. The agreement includes confidentiality, indemnification, and a 12-month tail period for introductions made before termination.

EX-10.1 2 ace_8kex10-1.txt Exhibit 10.1 - ------------ June 10, 2005 The Board of Directors Ace Marketing 457 Rockaway Ave Valley Stream New York 11581 Attn: Mr. Dean Julia, CEO Dear Mr. Julia This letter, when executed by the parties hereto, will constitute an agreement between Ace Marketing, (the "Company") and Glenwood Capital Corporation. ("GCC") pursuant to which the Company agrees to retain (GCC} and GCC agrees to be retained by the Company under the terms and conditions set forth below. 1. The Company hereby retains GCC to perform consulting services related to corporate finance and other financial service matters, and GCC hereby accepts such retention on a non-exclusive basis. In this regard, subject to the terms set forth below, GCC shall furnish to the Company advice and recommendations with respect to such aspects of the business and affairs of the Company as the Company shall, from time to time, reasonably request upon reasonable notice. The services, which GCC will perform, shall include, without limitation, assisting the Company in raising additional capital and in evaluating and negotiating particular contracts or transactions, if requested to do so by the Company, upon reasonable notice. 2. As compensation for the services described in paragraph 1 above, the Company shall deliver to GCC (or its designated affiliates) upon the execution of this agreement, 1.1 million warrants to purchase shares common stock of Ace . The terms of the warrants are as follows, exercisable for 5 years at a price of 10 cents per share, non callable and with a cashless exercise feature. In addition to its compensation hereunder, the Company will reimburse GCC for any and all reasonable expenses incurred by GCC in the performance of its duties hereunder, and GCC shall account for such expenses to the Company; provided, however, that any expense in excess of $1,000 shall require the prior written approval of the Company, which will not be unreasonably withheld. Such reimbursement shall accumulate and be paid monthly. Nothing contained herein shall prohibit GCC from receiving any additional compensation under paragraph 4 herein or otherwise. 3. In addition, GCC shall hold itself ready to assist the Company in evaluating and negotiating particular contracts or transactions, if requested to do so by the Company, upon reasonable notice, and will undertake such evaluations and negotiations upon prior written agreement as to additional compensation to be paid by the Company to GCC with respect to such evaluations and negotiations. Nothing herein shall require the Company to utilize GCC services in any particular transactions nor shall limit the Company's obligations arising under any other agreement or understanding. 4. The Company and GCC further acknowledge and agree that GCC may act as a finder or financial consultant in various business transactions in which the Company may be involved, such as mergers, acquisitions or joint ventures. The Company hereby agrees that in the event GCC shall introduce to the Company another party or entity, and that as a result of such introduction, a transaction is consummated, the Company shall pay to GCC a fee of one(1%) percent of the first $5,000,000 and one-half (1/2%) percent of the amount over $5,000,000 of the consideration paid or received by the Company (or by any subsidiary or affiliated entity of the Company) in any transaction (including mergers, acquisitions, joint ventures and other business transactions) consummated by the Company or any subsidiary or affiliated entity of the Company, which were introduced to the Company by GCC. GCC will receive such a fee if the introduction is done on a active basis and that merely sending information to other party or mentioning either party to the other does not represent a proper introduction for the purpose of obligating the Company to pay GCC a fee. Such fee shall be paid in cash at the closing of the transaction to which it relates, and shall be payable whether or not the transaction involves stock, or a combination of stock and cash, or is made on the installment sale basis. In addition, if the Company shall, within 12 months immediately following the termination of this Agreement, consummate a transaction with any party first introduced by GCC to the Company prior to such termination, the Company shall pay to GCC a fee with respect to such transaction calculated in accordance with this paragraph. 5. All obligations of GCC contained herein shall be subject to GCC reasonable availability for such performance, in view of the nature of the requested service and the amount of notice received. GCC shall devote such time and effort to the performance of its duties hereunder as GCC shall determine is reasonably necessary for such performance. GCC may look to such others for such factual information, investment recommendations, economic advice and/or research, upon which to base its advice to the Company hereunder, as it shall deem appropriate. The Company shall furnish to GCC all information reasonably relevant to the performance by GCC of its obligations under this Agreement, or particular projects as to which GCC is acting as advisor, which will permit GCC to know all facts material to the advice to be rendered, and all material or information reasonably requested by GCC. In the event that the Company fails or refuses to furnish any such material or information reasonably requested by GCC, and thus prevents or impedes GCC' performance hereunder, any inability of GCC to perform shall not be a breach of its obligations hereunder. 6. Nothing contained in this Agreement shall limit or restrict the right of GCC or of any partner, employee, agent or representative of GCC, to be a partner, director, officer, employee, agent or representative of, or to engage in, any other business, whether of a similar nature or not, nor to limit or restrict the right of GCC to render services of any kind to any other corporation, firm, individual or association. 7. GCC will hold in confidence any confidential information, which the Company provides to GCC pursuant to this Agreement unless the Company gives GCC permission in writing to disclose such confidential information to a specific third party. In addition, all confidential information which the Company provided to GCC in connection with any prior or ongoing. Offering shall be considered confidential information for purposes of this Agreement. Notwithstanding the foregoing, GCC shall not be required to maintain confidentiality with respect to information (i) which is or becomes part of the public domain; (ii) of which it had independent knowledge prior to disclosure; (iii) which comes into the possession of GCC in the normal and routine course of its own business from and through independent non-confidential sources; or (iv) which is required to be disclosed by GCC by governmental requirements. If GCC is requested or required (by oral questions, interrogatories, requests for information or document subpoenas, civil investigative demands, or similar process) to disclose any confidential information supplied to it by the Company, or the existence of other negotiations in the course of its dealings with the Company or its representatives, GCC shall, unless prohibited by law, promptly notify the Company of such request(s) so that the Company may seek an appropriate protective order. 8. The Company agrees to indemnify and hold harmless GCC, its partners, employees, agents, representatives and controlling persons (and the officers, directors, employees, agents, representatives and controlling persons of each of them) from and against any and all losses, claims, damages, liabilities, costs and expenses (and all actions, suits, proceedings or claims in respect thereof) and any legal or other expenses in giving testimony or furnishing documents in response to a subpoena or otherwise (including, without limitation, the cost of investigating, preparing or defending any such action, suit, proceeding or claim, whether or not in connection with any action, suit, proceeding or claim in which GCC is a party), as and when incurred, directly or indirectly, caused by, relating to, based upon or arising out of GCC' services pursuant to this Agreement. The Company further agrees that GCC shall incur no liability to the Company or any other party on account of this Agreement or any acts or omissions arising out of or related to the actions of GCC relating to this Agreement or the performance or failure to perform any services under this Agreement except for GCC intentional or willful misconduct. This paragraph shall survive the termination of this Agreement. 9. This Agreement may not be transferred, assigned or delegated by any of the parties hereto without the prior written consent of the other party hereto. 10. The failure or neglect of the parties hereto to insist, in any one or more instances, upon the strict performance of any of the terms or conditions of this Agreement, or their waiver of strict performance of any of the terms or conditions of this Agreement, shall not be construed as a waiver or relinquishment in the future of such term or condition, but the same shall continue in full force and effect. 11. This Agreement is for a term of two (2) years and may be terminated by either party upon 30 days' notice. Paragraphs 4, 5 and 8 shall survive the expiration or termination of this Agreement under all circumstances. 12. Any notices hereunder shall be sent to the Company and to GCC at their respective addresses set forth above. Any notice shall be given by registered or certified mail, postage prepaid, and shall be deemed to have been given when deposited in the United States mail. Either party may designate any other address to which notice shall be given, by giving written notice to the other of such change of address in the manner herein provided. 13. This Agreement has been made in the State of Florida and shall be construed and governed in accordance with the laws thereof without giving effect to principles governing conflicts of law. 14. This Agreement contains the entire agreement between the parties, may not be altered or modified, except in writing and signed by the party to be charged thereby, and supersedes any and all previous agreements between the parties relating to the subject matter hereof. 15. This Agreement shall be binding upon the parties hereto, the indemnified parties referred to in Section 7, and their respective heirs, administrators, successors and permitted assign If you are in agreement with the foregoing, please execute two copies of this letter in the space provided below and return them to the undersigned. Very truly yours, GLENWOOD CAPITAL CORPORATION By: /s/ Peter S. Chung -------------------------------- Peter S. Chung ACCEPTED AND AGREED TO AS OF THE DATE FIRST ABOVE WRITTEN ACE MARKETING & PROMOTIONS, INC. By: /s/ Dean Julia -------------------------------- Name: Dean Julia Title: Chief Executive Officer