INVESTMENT BANKING AGREEMENT
This Agreement is made on the 13th day of May 1999, by and between Internet Finance.com, Inc. (hereafter
referred to as IF.COM) who's offices are located at 380 Foam Street, Suite 210, Monterey, California 93940
and Trading Solutions.com, Inc. (hereafter referred to as TS.COM) who's address is 380 Foam Street, Suite
210, Monterey, California 93940.
IF.COM's management and staff have a background in investment banking, corporate finance, bridge -loans,
sales and marketing and is willing to provide services to TS.COM based on this background. TS.COM desires
to have services provided by IF.COM.
Therefore, the parties agree as follows:
1. DESCRIPTION OF SERVICES. Beginning on the date of this agreement IF.COM will provide the following
services, (collectively the "Services"):
Assist in the formation of the proposed corporation, including assistance in all state and federal filings as well as
all state and federal filings that might be necessary for the proposed Private Placement Offering.
Assist in the formulation and production of a business plan which shall include the development of pro forma
statements, break even analysis, spreadsheets, graphs, charts and cost projections.
Produce an investor presentation package to include tools that range from presentation folders to the most
sophisticated audiovisual and interactive computer technologies.
Prepare a Private Placement Offering Memorandum (in accordance with federal exemption from registration in
reliance upon the exemption from registration provided by Section 4(2) of "The Act" and Regulation D
promulgated pursuant to Section 3(b) of "The Act") allowing the company to raise additional capital (as outlined
in Schedule A).
Act in the capacity as TS.COM's "Investment Banker" and assisting in the placement of the companies securities
to raise the money needed for IF.COM to follow-Ahrough with their business plan.
Give professional advice and assistance in the areas of corporate structure, corporate finan