FINDERS FEE AGREEMENT
THIS AGREEMENT (this "Agreement") is made and entered into
as of May 19, 1999 by and between Internet Golf Association, Inc., a
Nevada corporation ("IGA"), and Internet Golf Advertising Corp.
("Finder").
RECITALS
A. IGA is currently seeking financing pursuant to a
private placement (the "Financing");
B. Finder desires to assist IGA, and IGA desires
Finder's assistance, in the location of Financing upon the terms and
conditions set forth herein.
NOW, THEREFORE, the parties hereto agree as follows:
1. Private Placement Financing. IGA hereby agrees to
compensate Finder by paying a cash finders fee equal to ten percent
(10%) of the amount (the "Compensation") for Financing attributable
to introductions provided by Finder in accordance with the
provisions of this Agreement. The Compensation due hereunder shall
be paid to Finder on the closing date with respect to introductions
provided by Finder.
2. Representations and Warranties of Finder. Finder
represents and warrants to and agrees with IGA that:
(a) This Agreement has been duly authorized, executed and
delivered by Finder. This Agreement constitutes the valid, legal
and binding obligation of Finder, enforceable in accordance with its
terms, except as rights to indemnity hereunder may be limited by
applicable federal or state securities laws, and except as such
enforceability may be limited by bankruptcy, insolvency,
reorganization or similar laws affecting creditor's rights
generally; and
(b) The consummation of the transactions contemplated
hereby will not result in any breach of the terms or conditions of,
or constitute a default under, any agreement or other instrument to
which Finder is party, or violate any order, applicable to Finder,
of any court or federal or state regulatory body or administrative
agency having jurisdiction over Finder or over any of its property,
and will not conflict with or violate the terms of Finder's current
employment.
(c) Finder acknowledges that potential investors must meet
certain suitability standards and that IGA has the unqualified right
to refuse any investor and/or investment at its discretion. Finder
will be entitled to Compensation only for investors and/or
investments which are accepted by IGA and subsequently consummated.
3. Representation, Warranties, Covenants and Agreements
of IGA. IGA represents, warrants, covenants to and agrees with
Finder that:
(a) This Agreement has been duly authorized, and executed
by IGA. This Agreement constitutes the valid, legal and binding
obligation of IGA, enforceable in accordance with its terms, except
as rights to indemnity hereunder may be limited by applicable
federal or state securities laws, except in each case as such
enforceability may be limited by bankruptcy, insolvency,
reorganization or similar laws affecting creditor's rights generally.
(b) During the course and in the context of any offering
in connection with the Financing, IGA will not make any untrue
statements of material fact or omit to state a material fact
necessary in order to make any statement, in light of the
circumstances under which it is made, not misleading.
(c) There is not now pending or, to the knowledge of IGA,
threatened, any action, suit or proceeding to which IGA is a party
before or by any court or governmental agency or body which might
result in a material adverse change in the financial condition of
IGA. The performance of this Agreement and the consummation of the
transactions contemplated hereby will not result in a breach of the
terms or conditions of, or constitute a default under, any statute,
indenture, mortgage or other material Agreement or instrument to
which IGA is a party, or violate any order, applicable to IGA, or
governmental agency having jurisdiction over IGA or over any of his
property.
4. Parties. This Agreement shall inure to the benefit
of and be binding upon IGA and Finder, and their respective
affiliates, officers, directors, registered representatives,
employees and persons who control or are under the control of IGA
and Finder and their respective successors and assigns, and no other
person shall acquire or have any right by virtue of this Agreement.
5. Attorney's Fees. If either party fails to perform
any of its obligations hereunder, or if a dispute arises concerning
the meaning of interpretation of any provision of this Agreement,
the defaulting party or the party not prevailing such in dispute, as
the case may be, shall pay any and all costs and expenses incurred
by the other party in enforcing or establishing its rights under,
including, without limitation, court costs and reasonable attorneys'
fees.
6. Governing Law and Supersession. This Agreement
shall be governed by and construed and interpreted in accordance
with the laws of the State of California and shall supersede any
previous agreements, written or oral, expressed or implied, between
the parties relating to the subject matter hereof.
7. Notices. All notices or other communications
hereunder shall be in writing and shall be deemed given when
delivered personally or by facsimile or three (3) days after being
mailed by first class registered or certified mail, return receipt
requested, properly addressed to IGA and to Finder at the following
addresses:
If to IGA: Internet Golf Association, Inc.
00000 Xxxx Xxxxx Xxxxxx Xxxxx
Xxxxx X000
Xxxx Xxxxx, XX 00000
Attn: Xxxxx Xxxxxxxxxx, President
Facsimile (000) 000-0000
with a copy to: The Law Offices of M. Xxxxxxx Xxxxxx
000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxxxxx Xxxxx, XX 00000
Attn: M. Xxxxxxx Xxxxxx, Esq.
Facsimile (000) 000-0000
If to Finder: Internet Golf Advertising Corp.
_______________________________
_______________________________
Attn: Xxxxx Xxxxx
Facsimile (____) _________________
Any party may change its address for receiving notices
hereunder by written notice to the other parties.
8. No Partnership; Survival or Representations.
Nothing herein contained shall be construed to constitute an
association, partnership, unincorporated business or any other
entity between IGA and Finder.
9. Validity of Agreement. The invalidity of any
portion of this Agreement shall not affect the validity of the
remainder thereof.
10. Entire Agreement. This Agreement constitutes the
entire agreement and supersedes all prior written or oral and all
contemporaneous oral agreements, understandings and negotiations
between the parties with respect to the subject matter of this
Agreement. No amendment or addition to, or modification of, any
provision contained in this Agreement shall be effective unless
fully set forth in writing signed by all of the parties hereto.
11. Further Assurances. Each of the parties hereto
agrees on behalf of such party, his, her or its successors and
assigns, that such party will, without further consideration,
execute, acknowledge and deliver such other documents and take such
other action as may be necessary or convenient to carry out the
purposes of this Agreement.
12. Assignment. This Agreement and the rights and
obligations created hereunder may not be assigned, transferred
pledged, or hypothecated in any manner by either of the parties
hereto, whether voluntarily or by operation of law, without the
prior written consent of the other party. Any attempt assignment,
transfer, pledge, hypothecation, or other disposition of this
Agreement in a manner contrary hereto shall be null and void and
without force or effect.
13. Counterparts. This Agreement may be executed in two
or more counterparts, each of which shall be deemed an original but
all of which taken together shall constitute but one and the same
Agreement.
IN WITNESS WHEREOF, the parties hereto have duly executed
this Agreement as of the date first above written.
"IGA" "Finder"
Internet Golf Association, Inc. Internet Golf Advertising
Corp.
/s/ Xxxxx Xxxxxxxxxx /s/ Xxxxx Xxxxx
______________________________ ___________________________
By: Xxxxx Xxxxxxxxxx By: Xxxxx Xxxxx
Its: President Its: _____________________
