EXHIBIT 10.3
November 27, 2002
000 Xxxx Xx. X.,
X.X. Xxx 000,
Xxxxxxxxx, Xxxxxxx
X0X 0X0
Case Financial Inc.,
00000 Xxxxxxx Xxxxxxxxx,
Xxxxx 000,
Xxxxxxx Xxxx, Xxxxxxxxxx,
00000
Attn: Xxxx Xxxxx
CEO
Dear Erice,
Re: Finders Fee Agreement
Xxxx Xxxxxxxx and Xxxx Xxxxxx ("the finders") have introduced Case Financial
Inc. ("the company") to various entities and individuals over the course of the
last 9 months in an effort to secure funding for the companies ongoing business.
These entities are CCWIPP, Dundee Bancorp and associated & designated companies,
Xxxxxxxx Xxxxx, Xxx Xxxxxxx, Standard Securities Inc., Xxxxx Xxxxxxx, Xxxxx
Xxxxxxxx, BoilerMakers Union, Retrocomm Funds et al. In the event that there are
any other entitities that the Finder(s) wish to introduce the Company the entity
must first be approved by the Company in writing.
The finders and the company have agreed to the following fees payable to the
finders for their efforts and success in arranging the required capital for the
company. The terms are as follows:
1. All compensation is to be split and paid separately 1/3 to Xxxxxxxx and 2/3
to Irvine
2. Cash: 10% of proceeds received at closing(s) for each particular closing,
payable in 3 equal annual installments commencing January 6, 2003 for the
initial closing assuming it closes and in 3 equal annual installments for
each subsequent closing, but in no case, commencing later than 30 days
after each particular closing.
3. Warrants: Warrants to purchase 100,000 Common Shares for each $1.0 Million
in proceeds, four year term, exercise price of $0.50, and upon such other
terms and conditions as the warrants to be issued in the Financing.
4. Costs: company shall reimburse finders $25,000 in costs, less expenses
previously advanced.
5. Compensation is due and payable only in the event any of the aforesaid
investors consumate a financing with the Company within twelve months from
the date of this Agreement.
2
I, Xxxx Xxxxxx certify that I am not a U.S. citizen, nor otherwise subject to
U.S. income tax or backup withholding, and that all services provided by me are
performed entirely outside the United States.
I ask that you sign and return this letter of agreement.
I trust that he above is satisfactory,
Agreed to this 27th day of November 27, 2002
/s/ Xxxx Xxxxxx /s/ Xxxx Xxxxx
---------------------------- -----------------------
Xxxx Xxxxxx for the Finders Xxxx Xxxxx, CEO
for Case Financial Inc.
