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EXHIBIT 10.4
INVESTMENT BANKING RIDER
This non-exclusive Agreement (the "Agreement") is dated January 6, 2000 and is
entered into by and between AMERICA'S SENIOR FINANCIAL SERVICES, INC.
(hereinafter referred to as "CLIENT") and THE CHARTERBRIDGE FINANCIAL GROUP,
INC. (hereinafter referred to as "CFG").
1. CONDITIONS. This Agreement will not take effect, and CFG will have no
obligation to provide any service whatsoever, unless and until CLIENT returns a
signed copy of this Agreement to CFG (either by mail or facsimile copy). CLIENT
shall be truthful with CFG in regard to any relevant material regarding CLIENT,
verbally or otherwise, or this entire Agreement will terminate and all monies
paid shall be forfeited without further notice.
Agreed, CLIENT'S INITIALS: __________
Upon execution of this Agreement, CLIENT agrees to cooperate with CFG in
carrying out the purposes of this Agreement, keep CFG informed of any
developments of material importance pertaining to CLIENT'S business and abide by
this Agreement in its entirety.
2. SCOPE AND DUTIES. During the term of this Agreement, CFG will perform the
following services for CLIENT:
2.1 ADVICE AND COUNSEL. CFG will provide advice and counsel
regarding CLIENT'S strategic business and financial plans,
strategy and negotiations with potential lenders/investors,
joint venture, corporate partners and others involving
financial and financially-related transactions.
2.2 MERGERS AND ACQUISITIONS. At the request of the CLIENT, CFG
will provide assistance to CLIENT, as mutually agreed, in
identifying M&A candidates, assisting in any due diligence
process, recommending transaction terms and giving advice and
assistance during negotiations.
2.3 INTRODUCTIONS TO THE INVESTMENT COMMUNITY. CFG has a
familiarity or association with numerous broker/dealers and
investment professionals across the country and will enable
contact between CLIENT and/or CLIENT'S affiliate to facilitate
business transactions among them. CFG shall use its contact in
the brokerage community to assist CLIENT in establishing
relationships with private equity capital sources (venture
capital, etc) and securities dealers while providing the most
recent information about CLIENT to interested securities
dealers on a regular and continuous basis. CFG understands
that this is in keeping with CLIENT'S business objectives and
plan to market CLIENT'S business or project to the investment
community.
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2.4 CLIENT AND/OR CLIENT'S AFFILIATE TRANSACTION DUE DILIGENCE.
CFG will participate and assist CLIENT in the due diligence
process on all proposed financial transactions affecting
CLIENT of which CFG is notified in writing in advance,
including conducting investigation of and providing advice on
the financial, valuation and stock price implications of the
proposed transaction(s).
2.5 ANCILLARY DOCUMENT SERVICES. At the request of the CLIENT, CFG
will assist and cooperate with CLIENT in the development,
editing and production of such documents as are reasonably
necessary to procure the agreed upon capital, including a
private placement memorandum or investment marketing
memorandum, as necessary.
2.6 ADDITIONAL DUTIES. CLIENT and CFG shall mutually agree upon
any additional duties that CFG may provide for compensation
paid or payable by CLIENT under this Agreement. Although there
is not requirement to do so, such additional agreement(s) may
be attached hereto and made a part hereof by written
amendments to be listed as "Exhibits" beginning with "Exhibit
A" and initialed by both parties.
2.7 STANDARD OF PERFORMANCE. CFG shall devote such time and
efforts to the affairs of the CLIENT as is reasonably
necessary to render the services contemplated by this
Agreement. CFG is not responsible for the performance of any
services, which may be rendered hereunder if the CLIENT fails
to provide the requested information in writing prior thereto.
The services of CFG shall not include the rendering of any
legal opinions or the performance of any work that is in the
ordinary purview of a certified public accountant. CFG cannot
guarantee results on behalf of CLIENT but shall use
commercially reasonable efforts in providing the services
listed above. If an interest is expressed in satisfying all or
part of CLIENT'S financial needs, CFG shall notify CLIENT and
advise it as to the source of such interest and any terms and
conditions of such interest. CFG'S duty is to introduce and
market CLIENT'S funding request to appropriate funding
sources. CFG will in no way act as a "broker-dealer" under
state securities laws. Because all final decisions pertaining
to any particular investment are to be made by CLIENT, CLIENT
may be required to communicate directly with potential funding
sources.
2.8 NON-GUARANTEE. CFG MAKES NO GUARANTEE THAT CFG WILL BE ABLE TO
SUCESSFULLY MARKET AND IN TURN SECURE A LOAN OR INVESTMENT
FINANCING FOR CLIENT, OR TO SUCCESSFULLY PROCURE SUCH LOAN OR
INVESTMENT WITHIN CLIENTS DESIRED TIMEFRAME OR TO GUARTANTEE
THAT IT WILL SECURE ANY LOAN OR INVESTMENT FINANCING WITH A
SPECIFIC OR MINIMUM RETURN, INTEREST RATE OR OTHER TERMS.
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NEITHER ANYTHING IN THIS AGREEMENT TO THE CONTRARY NOR THE
PAYMENT OF DEPOSITS TO CFG BY CLIENT PURSUANT TO FEE AGREEMENT
FOR SERVICES NOT CONTEMPLATED HEREIN SHALL BE CONSTRUED AS ANY
SUCH GUARANTEE. ANY COMMENTS MADE REGARDING POTENTIAL TIME
FRAMES OR ANYTHING THAT PERTAINS TO THE OUTCOMNE OF CLIENT'S
FUNDING REQUESTS ARE EXPRESSIONS OF OPINION ONLY. THE PARTIES
HERETO ACKNOWLEDGES AND AGREES THAT CLIENT IS NOT REQUIRED TO
MAKE EXCLUSIVE USE OF CFG FOR ANY SERVICES OR DOCUMENTATION
DEEMED NECESSARY FOR THE PURPOSE OF SECURING INVESTMENTS. CFG
HAS MADE NO SUCH DEMANDS IN ORDER FOR CLIENT'S PROJECT TO BE
MARKETED UNDER THE TERMS OF THIS AGREEMENT. CFG HOLDS NO
EXCLUSIVE RIGHTS TO THE MARKETING OF CLIENT'S PROJECT.
Agreed, CLIENT'S INITIALS:________
3. COMPENSATION TO CFG.
3.1 AMSE will pay for services described herein. The fees shown below
(exclusive of those outlined in 3.2, 3.3, and 3.4 below) shall be payable
as follows:
A) INITIAL PAYMENT DUE UPON ACCEPTANCE OF AGREEMENT: = 20,500 AMSE RESTRICTED
SHARES WITH DEMAND
REGISTRATION PURSUANT
TO SECTION 10.
B) DUE IN MONTH (6) = 31,125 AMSE RESTRICTED
SHARES WITH DEMAND
REGISTRATION RIGHTS
PURSUANT TO SECTION 10.
C) DUE IN MONTH TWELVE (12) = 31,125 AMSE RESTRICTED
SHARES WITH DEMAND
REGISTRATION RIGHTS
PURSUANT TO SECTION 10
3.2 Fees for Direct Investment, Merger/Acquisition. In the event that CFG, on a
non-exclusive basis, introduces CLIENT or a CLIENT affiliate to any third
party funding source(s), underwriter(s), merger partner(s) or joint
venture(s) who then enters into a funding, underwriting, merger, joint
venture or similar agreement with CLIENT or CLIENT'S affiliate, CLIENT
hereby agrees to pay CFG advisory fees pursuant to the
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following schedule and based on the aggregate amount of such funding,
underwriting, merger, joint venture or similar agreement with CLIENT or
CLIENT'S affiliate. Advisory fees are deemed and shall be due and payable
at the first close of the transaction, however, in certain circumstances
when payment of advisory fees at closing is not possible, within 24 hours
after CLIENT has received the proceeds of such investment. This provision
shall survive this Agreement for a period of one year after termination or
expiration of this Agreement. In other words, the advisory fee shall be
deemed earned and due and payable for any funding, underwriting, merger,
joint venture or similar transaction which first closes within a year of
the termination or expiration of this Agreement as a result of an
introduction as set forth above. CFG shall also be entitled to 50% of the
investment marketing fee outlined in paragraph 3.2, A or B or 3.3 below in
connection with any and all investment offers from CLIENT or any other
source (not including those introduced by CFG) when CFG is invited to
participate or assist in negotiations.
Agreed, CLIENT INITIALS:________
A. DIRECT INVESTMENT. For a direct investment made by CLIENT in a
third party investor either introduced to CLIENT by CFG or which
contacted CLIENT directly as a result of CFG'S efforts, CLIENT
shall pay CFG a finder's fee of 5.0% of total investment amount
received by CLIENT from the third party investor.
B. MERGER/ACQUISITION. For a merger/acquisition entered into by
CLIENT as a result of the efforts of, or an introduction by CFG
during the term of this Agreement, Client shall pay CFG 5.0% of
the total value of the transaction. The 5.0% shall be paid in cash
upon the date of the closing of the merger/acquisition.
Additionally, (i) if stock is used as part or all of the
consideration in the transaction, CFG shall receive restricted
trading stock equivalent to 10% of the stock (used for the
transaction) upon close of transaction, and (ii) upon close of a
successful merger or acquisition, CFG shall receive 3% of the
value of the combined, merged or surviving entity (whichever is
larger) in the form of the surviving entity's restricted trading
stock. Subject to any required adjustments by the NASD or SEC if
any.
THE FEES PROVIDED FOR IN SECTION 3.2, AND 3.3 ARE NOT INTENDED TO
AND WILL NOT APPLY CUMULATIVELY TO THE SAME FUNDING; HOWEVER, EACH
MAY APPLY TO DIFFERENT PORTIONS OF A TRANSACTION COMPRISING
DIFFERENT FUNDING SOURCES.
3.3 EXPENSES. If CLIENT accepts any investment provided under this Agreement,
CLIENT shall reimburse CFG for reasonable expenses incurred in performing
its duties pursuant to this Agreement (including printing, postage, express
mail, photo reproduction, travel, lodging, and long distance telephone and
facsimile charges).
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Such reimbursement shall be at the CLIENT'S advanced approval and payable
within 24 hours after CLIENT'S receipt of CFG invoice for same.
3.4 ADDITIONAL FEES. CLIENT and CFG shall mutually agree upon any additional
fees that CLIENT may pay in the future for services rendered by CFG under
this Agreement. Such additional agreement(s) may, although there is no
requirement to do so, be attached hereto and made a part hereof as Exhibits
beginning with Exhibit A.
3.5 INVESTMENT SOURCE(S) DISCLOSURE. It is fully understood that in some cases
CFG'S investment/lending sources are sources that may be public sources,
which may independently approach CLIENT without the assistance of CFG. CFG
makes no claims to have special relationships with sources and is not to be
considered as having any special relationships with sources and is not to
be considered as having any capabilities of expediting or `pushing'
CLIENT'S case through any approval channels outside the norm of any request
of this type. The sources in the CFG database are sources compiled by CFG
from created relationships as well as lists purchased or requested for the
purpose of building a comprehensive lender/investor marketing service.
Agreed, CLIENT'S INITIALS:___________
4. INDEMNIFICATION. The CLIENT agrees to indemnify and hold harmless CFG, each
of its officers, directors, employees, and shareholders against any and all
liability, loss and costs, expenses or damages, including but not limited
to, any and all expenses whatsoever reasonably incurred in investigating,
preparing or defending against any litigation, commenced or threatened, or
any claim whatsoever or howsoever caused by reason of any injury (whether
to body, property, personal or business character or reputation) sustained
by any person or to any person or property, arising out of any grossly
negligent act, failure to act, neglect, any untrue or alleged untrue
statement of a material fact or failure to state a material fact which
thereby makes a statement false or misleading, or any breach of any
material representation, warranty or covenant by CLIENT or any of its
agents, employees, or other representatives. Nothing herein is intended to
nor shall it relieve either party from liability for its own act, omission
or negligence. All remedies provided by law, or in equity shall be
cumulative and not in the alternative.
CFG agrees to indemnify and hold harmless CLIENT, each of its officers,
directors, employees and shareholders against any and all liability, loss
and costs, expenses or damages, including but not limited to, any and all
expenses whatsoever reasonably incurred in investigating, preparing or
defending against any litigation, commenced or threatened, or any claim
whatsoever or howsoever caused by reason of any injury (whether to body,
property, personal or business character or reputation) sustained by any
person or to any person or property, arising out of any grossly negligent
act, any untrue or alleged untrue statement of a material fact or failure
to state a material fact which thereby makes a statement false or
misleading, or any breach of any material representation, warranty or
covenant by CFG or any oft its agents, employees, or other representatives.
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Nothing herein is intended to nor shall it relieve either party from
liability for its own act, omission or negligence. All remedies provided by
law, or in equity shall be cumulative and not in the alternative.
5. CLIENT REPRESENTATIONS. CLIENT hereby represents, covenants and warrants to
CFG as follows:
5.1 AUTHORIZATION. CLIENT and its signatories herein have full power and
authority to enter into this Agreement and to carry out the
transactions contemplated hereby.
5.2 NO VIOLATION. Neither the execution and delivery of this Agreement nor
the consummation of the transactions contemplated hereby will violate
any provision of the charter or by-laws of CLIENT, or violate any terms
of provision of any other material agreement to which CLIENT is a party
of any applicable statute or law.
5.3 CONTRACTS IN FULL FORCE AND EFFECT. All contracts, agreements, plans,
leases, policies and licenses to which CLIENT is a party are valid and
in full force and effect.
5.4 LITIGATION. Except as set forth below, there is no action, suit,
inquiry, proceeding or investigation by or before any court or
governmental or other regulatory or administrative agency or commission
pending or, to the best knowledge of CLIENT, threatened or invoking
CLIENT, or which questions or challenges the validity of this Agreement
or its subject matter and CLIENT does not know or have any reason to
know of any valid basis for any such action, proceeding or
investigation.
5.5 CONSENTS. No consent of any person, other than the signatories hereto,
is necessary to the consummation of the transactions contemplated
hereby, including, without limitation, consents from parties to loans,
contracts, lease or other agreements and consents from governmental
agencies, whether federal, state, or local.
5.6 CFG RELIANCE. CFG has and will rely upon the documents; instruments and
written information furnished to CFG by the CLIENT'S officers or
designated employees.
5.7 CLEINT'S MATERIAL. All representations and statements provided herein
about the CLIENT are true and complete and accurate. As detailed in
paragraph 4 above, CLIENT agrees to indemnify CFG, its officers,
directors, agents and employees.
5.8 CLIENT'S AFFILIATES AND OTHER MATERIAL. To the best knowledge of
CLIENT, CLIENT represents and warrants that all representation and
warranties provided
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herein regarding CLIENT are true, complete and accurate with respect to
and if applied to CLIENT'S affiliates as well.
5.9 SERVICES NOT EXPRESSED OR IMPLIED.
A. CFG is not and will not be a market-maker (but may be a placement
agent by other "Selling Agreement" from time-to-time) in CLIENT'S
securities or in any securities in which CLIENT or CLIENT'S
affiliates has an interest, and,
B. Any payments made herein to CFG are not, and shall not be construed
as, compensation to CFG for the purpose of making a market, to cover
CFG'S out-of-pocket expenses for making a market, or for the
submission by CFG of an application to make a market in any
securities, and
C. No payments made herein to CFG are for the purpose of effecting the
price of any security or influencing any marker-making functions,
including but not limited to, bid/ask quotations, initiation and
termination of quotations, retail securities activities, or for the
submission of any application to make a market.
D. CFG advises that it is not a NASD broker dealer.
6. CONFIDENTIALITY.
6.1 CFG and CLIENT each agree to keep confidential and provide reasonable
security measures to keep confidential information where release may be
detrimental to their respective business interests. CFG and CLIENT shall
each require their employees, agents, affiliates, other licensees, and
others who will have access to the information through CFG and CLIENT
respectively, to first enter appropriate non-disclosure Agreements
requiring the confidentiality contemplated by this Agreement in
perpetuity.
6.2 CFG will not, either during its engagement by the CLIENT pursuant to
this Agreement or at any time thereafter, disclose, use or make known
for its or another's benefit any confidential information, knowledge, or
data of the CLIENT or any of its affiliates in any way acquired or used
by CFG during its engagement by the CLIENT. Confidential information,
knowledge or date of the CLIENT and its affiliates shall not include any
information that is, or becomes generally available to the public other
than as a result of a disclosure by CFG or its representatives.
7. MISCELLANEOUS PROVISIONS.
7.1 AMENDMENT AND MODIFICATION. This Agreement may be amended, modified and
supplemented only by written agreement of CFG and CLIENT.
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7.2 WAIVER OF COMPLIANCE. Any failure of CFG, on the one hand, or CLIENT on
the other, to comply with any obligation, agreement, or condition
herein may be expressly waived in writing, but such waiver or failure
to insist upon strict compliance with such obligation, covenant,
agreement or condition shall not operate as a waiver of, or estoppel
with respect to, any subsequent or other failure.
7.3 EXPENSES: Transfer Taxes, Etc. Other than as expressly set forth in
this Agreement, the parties shall bear their own costs and expenses in
carrying out the provisions of this Agreement.
7.4 COMPLIANCE WITH REGULATORY AGENCIES. Each party agrees that all
actions, direct or indirect, taken by it and its respective agents,
employees and affiliates in connection with this Agreement and any
financing or underwriting hereunder shall conform to all applicable
Federal and State securities laws.
7.5 NOTICES. Any notices to be given hereunder by any party to the other
may be effected either by personal delivery in writing, by a reputable,
national overnight delivery service, by facsimile transmission or by
mail, registered or certified, postage prepaid with return receipt
requested. Notices shall be addressed to the "Contact Person" at the
addresses appearing on the signature page of this Agreement, but any
party may change his address or "contact person" by written notice in
accordance with this subsection. Notices delivered personally shall be
deemed delivered as of actual receipt, notices sent by facsimile shall
be deemed delivered one (1) day after electronic confirmation of
receipt, notices sent by overnight delivery service shall be deemed
delivered one (1) day after delivery to the service, mailed notices
shall be deemed delivered as of five (5) days after mailing.
7.6 ASSIGNMENT. This Agreement is not assignable without the express
written advance consent of AMSE, at the sole discretion of its Board of
Directors.
7.7 DELEGATION. Neither party shall delegate the performance of its duties
under this Agreement without the prior written consent of the other
party.
7.8 PUBLICITY. Neither CFG nor CLIENT shall make or issue, or cause to be
made or issued, any announcement or written statement concerning this
Agreement or the transactions contemplated hereby for dissemination to
the general public without the prior consent of the other party. This
provision shall not apply, however, to any announcement or written
statement required to be made by law or the regulations of any Federal
or State governmental agency, except that the party required to
disclose shall consult with and make reasonable efforts to accommodate
changes to the required disclosure and the timing of such announcement
suggested by the other part.
7.9 GOVERNING LAW. This Agreement and the legal relations among the parties
hereto shall be governed by and construed in accordance with the laws
of the State of
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California, without regard to its conflict of law doctrine. CLIENT and
CFG agree that if any action is instituted to enforce or interpret any
provision of this Agreement, the jurisdiction and venue shall be San
Diego County, California.
7.10 COUNTERPARTS. This Agreement may be executed simultaneously in two or
more counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.
7.11 HEADINGS. The heading of the sections of this Agreement are inserted
for convenience only and shall not constitute a part hereto or affect
in any way the meaning or interpretation of this Agreement.
7.12 ENTIRE AGREEMENT. This Agreement including any Exhibits hereto, and the
other documents and certificates delivered pursuant to the terms
hereto, set forth the entire agreement and understanding of the parties
hereto in respect of the subject matter contained herein, and
supersedes all prior agreements, promise, covenants, arrangements,
communications, representations or warranties, whether oral or written,
by any officers, employee or representative of any party hereto.
7.13 THIRD PARTIES. Except as specifically set forth or referred to herein,
nothing herein express or implied is intended or shall be construed to
confer upon or give to any person or entity other than the parties
hereto and their successors or assigns, any rights or remedies under or
by reason of this Agreement.
7.14 ATTORNEYS' FEES AND COSTS. If any action is necessary to enforce and
collect upon the terms of this Agreement; the prevailing party shall be
entitled to reasonable attorneys' fees and costs, in addition to any
other relief to which that party may be entitled. This provision shall
be construed as applicable to the entire Agreement.
7.15 SURVIVABILITY. If any part of this Agreement is found, or deemed by a
court of competent jurisdiction to be invalid or unenforceable, that
part shall be severable from the remainder of the Agreement.
7.16 FURTHER ASSURANCES. Each of the parties agrees that it shall from
time-to-time take such actions and executes such additional instruments
as may be reasonably necessary or convenient to implement and carry out
the intent and purposes of this Agreement.
7.17 RELATIONSHIP OF THE PARTIES. Nothing contained in this Agreement shall
be deemed to constitute either party becoming the partner of the other,
the agent or legal representative of the other, nor create any
fiduciary relationship between them, except as otherwise expressly
provided herein. It is not the intention of the parties to create nor
shall this Agreement be construed to create any commercial relationship
or other partnership. Neither party shall have any authority to act for
or to assume any obligation or responsibility on behalf of the other
party, except as otherwise expressly provided herein. The rights,
duties, obligations and liabilities
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of the parties shall be separate, not joint or collective. Each party
shall be responsible only for its obligations as herein set out and
shall be liable only for its share of the costs and expenses as
provided herein.
7.18 NO AUTHORITY TO OBLIGATE THE CLIENT. Without the consent of the Board
of Directors of CLIENT, CFG shall have no authority to take, nor shall
it take, any action committing or obligating CLIENT in any manner, and
it shall not represent itself to others as having such authority.
8. ARBITRATION. WITH RESPECT TO THE ARBITRATION OF ANY DISPUTE, THE
UNDERSIGNED HEREBY ACKNOWLEDGE AND AGREE THAT:
A. ARBITRATION IS FINAL AND BINDING ON THE PARTIES;
B. THE PARTIES ARE WAIVING THEIR RIGHT TO SEEK REMEDY IN COURT,
INCLUDING THEIR RIGHT TO JURY TRIAL;
C. PRE-ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED AND DIFFERENT
FROM COURT PROCEEDING;
D. THE ARBITRATOR'S AWARD IS NOT REQUIRED TO INCLUDE FACTUAL FINDINGS
OR LEGAL REASONING AND ANY PARTY'S RIGHT OF APPEAL OR TO SEEK
MODIFICATION OF RULING BY THE ARBITRATORS IS STRICTLY LIMITED;
E. THIS ARBITRATION PROVISION IS SPECIFICALLY INTENDED TO INCLUDE ANY
AND ALL STATUTORY CLAIMS WHICH MIGHT BE ASSERTED BY ANY PARTY;
F. ALL DISPUTES, CONTROVERSIES, OR DIFFERENCES BETWEEN CLIENT, CFG OR
ANY OF THEIR OFFICER, DIRECTORS, LEGAL REPRESENTATIVES, ATTORNEYS,
ACCOUNTANTS, AGENTS OR EMPLOYEES, OR ANY CUSTOMER OR OTHER PERSON OR
ENTITY, ARISING OUT OF, IN CONNECTION WITH OR AS A RESULT OF THIS
AGREEMENT, SHALL BE RESOLVED THROUGH ARBITRATION RATHER THAN THROUGH
LITIGATION;
G. THE UNDERSIGNED CLIENT HEREBY AGREES TO SUBMIT THE DISPUTE FOR
RESOLUTION TO THE AMERICAN ARBITRATION ASSOCIATION, IN SAN DIEGO,
CALIFORNIA WITHIN FIFTEEN (15) DAYS AFTER RECEIVING A WRITTEN
REQUEST TO DO SO FROM NAY OF THE AFORESAID PARTIES;
H. IF ANY PARY FAILS TO SUBMIT THE DISPUTE TO ARBITRATION ON REQUEST,
THEN THE REQUESTING PARTY
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MAY COMMENCE AN ARBITRATION PROCEEDING, BUT IS UNDER NO OBLIGATION
TO DO SO;
I. ANY HEARING SCHEDULED AFTER AN ARBITRARION IS INITIATED SHALL TAKE
PLACE IN SAN DIEGO COUNTY, CALIFORNIA, AND THE FEDERAL ARBITRATION
ACT SHALL GOVERN THE PROCEEDING AND ALL ISSUES RAISED BY THIS
AGREEMENT TO ARBITRATE;
J. IF ANY PARTY SHALL INSTITUTE ANY COURT PROCEEDING IN AN EFFORT TO
RESIST ARBITRATION AND BE UNSUCCESSFUL IN RESISTING ARBITRATION OR
SHALL UNSUCCESSFULLY CONTEST THE JURISDICTION OF ANY ARBITRATION
FORUM LOCATED IN SAN DIEGO COUNTY, CALIFORNIA, OVER ANY MATTER WHICH
IS THE SUBJECT OF THIS AGREEMENT, THE PREVAILING PARTY SHALL BE
ENTITLED TO RECOVER FROM THE LOSING PARTY ITS LEGAL FEES AND ANY
OUT-OF-POCKET EXPENSES INCURRED IN CONNECTION WITH THE DEFENSE OF
SUCH LEGAL PROCEEDING OR ITS EFFORTS TO ENFORCE ITS RIGHTS TO
ARBITRATION AS PROVIDED FOR HEREIN;
K. THE PARTIES SHALL ACCEPT THE DECISION OF ANY AWARD AS BEING FINAL
AND CONCLUSIVE AND AGREE TO ABIDE THEREBY;
L. ANY DECISION MAY BE FILED WITH ANY COURT AS A BASIS FOR JUDGMENT AND
EXECUTION FOR COLLECTION.
9. TERM/TERMINATION. This Agreement is a quarterly agreement for the term of one
(1) year and shall terminate automatically on January 3, 2000. However, the
CLIENT or CFG shall have the right to terminate the balance of this agreement at
any time after the 75th day following the mutual execution of this Agreement by
the parties, providing written notice is given to the other party at least
fifteen (15) days prior to the expiration of the current quarter of the
Agreement. Quarterly payments referred above means quarterly payments earned for
services rendered up to time of termination. *Quarterly payments of cash and/or
stock shall become immediately due and payable upon termination. Work in
progress (WIP) compensation would only be due and payable upon successful
completion and funding of the WIP. Quarterly payments referenced above means
quarterly payments earned for services rendered up to time of termination.
I. 10. REGISTRATION OF SHARES. CFG shall have "DEMAND" registration rights
for all shares issued in accordance with this agreement. Proof of
registration application shall be delivered to CFG within 3 days of AMSE'S
filing of same with the SEC.
A) CLIENT agrees to file a Registration Statement (SB-2 or similar) for
the registration of the initial shares and all subsequent quarterly
shares with the US Securities and Exchange Commission (SEC) within 30
calendar days of the execution of the Agreement.
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B) Failure to file Registration Statement within 30 days will result in the
immediate issuance of an additional 20% of the original number of shares due
CFG at execution.
C) If the Registration Statement has not been declared effective within 90 days
after initial filing then CLIENT will issue an additional 20% of the total
number of shares submitted for Registration on behalf of CFG.
D) B and C are commutative and not individually exclusive.
11. NON-CIRCUMVENTION. In and for valuable consideration, CLIENT hereby agrees
that CFG may introduce (whether by written, oral, data, or other form of
communication) CLIENT to one or more opportunities, including, without
limitation, existing or potential investors, lenders, borrowers, trusts, natural
persons, corporations, limited liability companies, partnerships, unincorporated
businesses, sole proprietorships and similar entities (an ""Opportunity"" or
""Opportunities""). CLIENT further acknowledges and agrees that the identity of
the subject Opportunities, and all other information concerning an Opportunity
(including without limitation, all mailing information, phone and fax numbers,
email addresses and other contact information) introduced hereunder are the
property of CFG, and shall be treated as confidential information by CLIENT, its
affiliates, officers, directors, shareholders, employees, agents,
representatives, successors and assigns. CLIENT shall not use such information,
except in the context of any arrangement with CFG in which CFG is directly and
actively involved, and never without CFG'S prior written approval. CLIENT
further agrees that neither it nor its employees, affiliates or assigns, shall
enter into, or otherwise arrange (either for it/him/herself, or any other person
or entity) any business relationship, contact any person regarding such
Opportunity, either directly or indirectly, or any of its affiliates, or accept
any compensation or advantage in relation to such Opportunity except as directly
through CFG, without the prior written approval of CFG. CFG is relying on
CLIENT'S assent to these terms and their intent to be bound by the terms by
evidence of their signature. Without CLIENT'S signed assent to these terms, CFG
would not introduce any Opportunity or disclose any confidential information to
CLIENT as herein described.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed, all as of the day and year first above written.
CLIENT:
AMERICA'S SENIOR FINANCIAL SERVICES, INC.
By:/s/ Xxxxxx X. Xxxxx , not personally
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President/CEO
Date: 1-7-00
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Address: 15544 NW 77 th Court
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Xxxxx Xxxxx, XX 00000
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Contact Person: X. XXXXX
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CFG:
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THE CHARTERBRIDGE FINANCIAL GROUP, INC.
By:______________________________
Date:____________________________
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