Investment Banking Agreement (2000)Full Document 

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                          INVESTMENT BANKING AGREEMENT


         AGREEMENT made as of the 24th day of November, 2000 by and between
Surge Components, Inc. (the "Company") with an address at 1016 Grand Boulevard,
Deer Park, New York 11729 and Equilink Capital Partners, LLC (the "Consultant")
a Delaware limited liability company having an address at 488 Madison Avenue,
New York, New York 10022.

                               W I T N E S S E T H

         WHEREAS, the Company desires to compensate the Consultant for
investment banking services rendered to date on behalf of the Company and to
retain the Consultant to provide ongoing investment banking services; and

         WHEREAS, the Consultant desires to be retained to render such services.

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements hereinafter set forth, the parties hereto hereby agree
as follows:

         1.       Prior Agreement

                  This Agreement replaces and supersedes the agreement known as
the "Investment Banking Agreement" between the parties hereto dated September
13, 1999, as amended on February 1, 2000 (the "Agreement") .

                  (a)      The Consultant was retained by the Company in or
about November 1998 to act as its investment banker in connection with the
Company's proposed merger (the "Orbit Merger") with Orbit Network, Inc.
("Orbit"). The Company agreed to reimburse the Consultant for all expenses which
it incurred in connection with such transaction. The parties agreed, at such
time, that there was no other compensation owed to the Consultant since it would
receive stock in Orbit. The Orbit Merger was terminated in August 1999 and the
Consultant represents and warrants that it was not paid any compensation by any
party, nor was it reimbursed for its expenses incurred on behalf of the Company
in connection with the Orbit Merger.

                  (b)      On September 13, 1999, the Company and the Consultant
executed the Agreement pursuant to which Equilink acted as the Company's
investment banker with regard to the merger and/or acquisition (the "Global
Acquisition") of Global DataTel, Inc. ("Global"). Pursuant to the terms of the
Agreement, the Company was to pay the Consultant 3,000,000 registered common
shares only upon the completion of the transaction.

                  (c)      Pursuant to an Addendum dated February 1, 2000, the
Company and the Consultant modified the September 1999 Agreement and agreed to
pay the Consultant 1,000,000 Class B Common Shares (which was the equivalent of
2 million Class A Shares). On November 3, 2000, the Company notified Global that
it had terminated the Asset Purchase Agreement pursuant to which it was to
complete the Global Acquisition. To date, the Consultant represents and warrants
that it has not been paid any cash compensation by any party or reimbursed any
expenses incurred on behalf of the Company in connection with the Global
Acquisition.








         2.       Past and Continuing Services. The Company and the Consultant
hereby desire to terminate the Agreement, as amended, and to compensate
Consultant for its services rendered from the beginning of the world to date. In
that regard the Company acknowledges that Consultant's services commenced in
November 1998 in connection with the proposed Orbit Merger which services
continued through termination of same in August 1999. The Consultant's services
continued in September 1999, in connection with the proposed Global Acquisition
which continued through termination of same in November 2000. Consultant's
continuing services include, but are not limited to, investment banking services
concerning the pending merger transaction (the "Transaction") with
MailEncrypt.com, Inc. ("Mail"); the pending Recapitalization into Superus
Holdings, Inc.; (as defined in the Company's September 13, 2000 Proxy
Statement/Prospectus); and the termination and unwinding of the Global

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