Exhibit 10.9
FINDERS FEE AGREEMENT
This Finders Fee Agreement (the "Agreement"), effective as of January 28, 2000
is entered into by and between Wasatch Interactive Learning Corporation, a Utah
corporation (herein referred to as the "Company") and Western Financial
Communications, Inc., a California corporation (herein referred to as "WFC").
RECITALS
WHEREAS, the Company desires to raise capital; and
WHEREAS, WFC has contacts that might be willing to provide the Company capital;
and
NOW THEREFORE, the parties hereby agree to the following terms for paying a
finder's fee in the event WFC introduces the Company to a capital source, which
provides funds to the Company.
Financing "Finder's Fee". It is understood that in the event WFC introduces the
Company, or its nominees, to a lender or equity purchaser, not already having a
preexisting relationship with the Company, with whom the Company, or it
nominees, ultimately finances or causes the completion of such financing, the
Company agrees to compensate (WFC) for such services with a "finder's fee" in
the amount of 2.5% of the total gross finding provided by such lender or equity
purchaser, such fee to be payable in cash. This 2.5% fee will be in addition to
any fees payable by the Company to any other intermediary, if any, which shall
be the subject of separate agreements negotiated between the Company and such
other intermediary; however, the total of such fees payable by the Company to
all intermediaries, including WFC, relating to any single financing or
completion of financing shall not exceed ten percent (10%) of the total gross
funding provided by the introduced lender or purchaser for that particular
financing, and the Company shall, if necessary, reduce fee(s) to other
intermediaries in order to meet such limitation. It is also understood that in
the event WFC introduces the Company, or its nominees, to an acquisition
candidate, either directly or indirectly through another intermediary, not
already having a preexisting relationship with the Company, which the Company,
or its nominees, ultimately acquires or causes the completion of such
acquisition, the Company agrees to compensate WFC for such services with a
"finder's fee" in the amount of 2% of total gross consideration provided by such
acquisition. Such fee to be payable in cash. This 2% will be in addition to any
fees payable by the Company to any other intermediary, if any, which shall be
the subject of separate agreements negotiated between the Company and such other
intermediary; however, the total such fees payable by the Company to all
intermediaries including WFC, relating to any single acquisition or completion
thereof shall not exceed ten percent (10%) of the total gross consideration
provided by such acquisition, and the Company shall, if necessary reduce fee(s)
to other intermediaries in order to meet such limitation.
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Finders's Fee Agreement
It is specifically understood that WFC is not and does not hold itself out to be
a Broker/Dealer, but is rather merely a "Finder" in reference to the Company
procuring financing sources and acquisition candidates.
Complete Agreement. This Agreement constitutes the entire agreement among the
parties with respect to the subject matter hereof and supersedes all prior
agreements and understandings, both written and oral, among the parties with
respect to the subject matter hereof. This Agreement and its terms may not be
changed orally but only by an agreement in writing signed by the party against
whom enforcement of any waiver, change, modification, extension or discharge is
sought.
AGREED TO:
"Company" WASATCH INTERACTIVE LEARNING CORPORATION
Date: 1/28/00 By: /s/ XXXXXXX XXXXXX
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Xxxxxxx Xxxxxx, President
"WFC" WESTERN FINANCIAL COMMUNICATIONS, INC.
Date: 1/28/00 By: /s/ XXXXXXX X. XXXXXX
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Xxxxxxx X. Xxxxxx, President