EXHIBIT 99.3
The company Marine Shuttle Operations Inc. (customer) and Frost & Partner GbR
(contractor) reach the following agreement:
Intermediation Contract for Placement of Equity Participation
customer Marine Shuttle Operations ▇▇▇.▇▇ the following,,MSO"
address ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ▇.▇.▇.
represented by President and Chairman of the Board: ▇▇. ▇▇▇▇▇ ▇▇▇▇
Vice President and Member of the Board: ▇▇. ▇▇▇▇▇ ▇▇▇▇▇
Vice President and Member of the Board: ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
contractor Frost & Partner GbR
In the following,,F&P"
address ▇▇▇▇▇▇▇▇▇▇▇▇▇. ▇
▇▇▇▇▇ ▇▇▇▇▇▇
represented by The engaging partners
Mrs. ▇▇▇▇.-Kfm. ▇▇▇▇▇ ▇▇▇▇▇ and Mr. ▇▇▇▇.-Kfm Till ▇▇▇▇▇▇▇
preliminary remark and general aims
The company Marine Shuttle Operations (MSO) owns, secured by patents technology
for installation, decommissioning, repairment and transportation of offshore-
oil and gas platforms, ships and other large offshore structures. This
technology represents a new generation of vessel, through which costs for
installation and decommissioning of oil and gas projects in the offshore sector
by "single-lift-operations" can be reduced up to 40%.
The building of three shuttles and worldwide operation in key markets is
planned. Most important and first key market is the North Sea. Investments of
about USD 300.000.000 are required for building and commissioning the first
prototype. About the same amount is required for the other two shuttles. In
order to being able to grant worldwide presence for long-term business success,
a total investment volume of about USD 900.000.000 is necessary by strategic
means in the next few years.
Due to especially in Germany available means of conveyance the building of the
first shuttle (USD 300m) in Germany is preferred, although with production in
Korea not insignificant cost cutting would be possible. In the present situation
financing is planed by dept for the major part (more than 93%). This situation
causes for the shareholders a high potential risk of unfriendly takeover,
especially at the moment when business success is in reach.
The present financing conception was mainly influenced by means of "duress",
since MSO's stock price in OTC at the NASDAQ noted more than 10 times lower
since its first notice and thus equity financing by capital call (increase in
share capital) would be inconvenient right now. Perfect for the company would be
a financing of the complete capital demand by 70% through equity financing and
only 30% through
General aims of the project
o Organization of the second round of finance to receive USD 20.000.000 (at
least) up to USD 40.000.000 through equity capital (or "equity like" capital)
within end of first quarter 2001 (March 2001).
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o As much as possible conservation of actual share relations of present
shareholders. For this financing through mezzanine forms of capital (preferred
shares, participation contracts) with conversion rights is preferred, which
should be made tradable later.
o In order to create the necessary negotiation and moving range for the company,
a recovery of stock price of the actually outstanding shares is required. The
financing conception which is to be created will be a good starting point for
stock price gains in the nearer future. Only then the major parts of the
required amount of capital can be raised in the form of equity by further cash
calls on the stock exchange.
o Checking the requirements for a high and steadily raising valuation of the
enterprise to enable further financing rounds at increased share prices. This
means that increasing price levels are corresponding to the growing capital
demand of the company in the future and financing via cash calls is made
attractive.
o Clearing up the motives of all parties involved in the financing constellation
and working out a tactical proceeding with the aim to put MSO in the position of
being able to read discussions actively and according to their ideas.
o Presentation and negotiation of values against investors as requirement for a
strong position in discussion.
F&P`s procedure and performances
1. Checking the starting point and listing the conceptional basis.
Aim: filtering out the relevant information for financiers, putting them into
context and make them representable. That means: a perspective is reached.
Step 1 First Analysis
F&P analyses the company records which have been provided by
MSO in a business and market related perspective. The result
is the basis of efficient preparation of a workshop.
Step 2 The workshop In a workshop led by F&P with MSO's team
present, a systematic and complex accumulation of information
is performed with the following aim:
Securing the informal starting point for planning and
preparation of the business aim - financing MSO.
The following topics based on the company records provided by
MSO and knowledge of the team will be discussed:
Company history: Development of MSO
Management: The Human Resources for the growing business
Company organization: Structure and course in the company.
Business program and its market chances: Expected market
position
Markets for MSO: The specific market potential
Business planning: Plausibility and expectations for the
future
Rentability: Market related calculation from the investor's
point of view.
Step 3 Evaluation of all results
The project team of F&P analyses the temporary results of the
workshop of business and market related perspective. F&P
structures, interprets and evaluates the result of analysis
for an equity participation.
Step 4 Constructive discussion
F&P discusses with the chief executives in a workshop the
results in a constructive way to create a basis for planning
of the business aims in connection with preparation of the
round of finance. Through that MSO is given the possibility to
settle the further procedure by working a conceptional basis
for its aims.
Step 5 Conceptional basis
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On the basis of the planning structure for the business aims
have been arranged with F&P, F&P works out the conceptional
basis for an equity participation. The conceptional basis
shows the aspects of business, product, market and investment
in regard of capital market motives in a plausible context.
The result is combined in an expose.
2. Capital market investigation and commencement with investor discussions
Aim: Preparation of a favorable setting for the planed deal, getting contact for
motive analysis of all groups.
Step 1 Validation of capital market situationI Identification of
suitable "early stage investors" to finance through
participation certificates: F&P investigates with its capital
market network suitable investors - especially in the branch
of oil industry - which are willing to apply for shares to be
emitted.
Step 2 Validation of capital market situation II
Identification of suitable "later stage investors" (fonds) to
finance (in the ideal case) the rounds after going public: F&P
investigates with its capital market network suitable
institutional investors (fonds), which are willing to take
MSO's shares of a certain minimum capitalization (anticipation
of bookbuilding).
Step 3 Validation of capital market situation III
Getting contacts and limiting the interest. Registration of
motives and participation politics of interested investors.
Step 4 Final analysis and coming to a decision
Analyzing the previous talks, discussions and selection
(finetuning) with MSO.
Step 5 Giving the right impulse
Stepping up to the selected investor groups suitable analysts
and press representatives. First target orientated PR steps
for communication of established perspective to suitable
(speculative) investors, to start market momentum from the
current value (usage of "suction" based on the design of the
convertibles)
3. Preparation of the financing round
Aim: Perfect and professional preparation of MSO for the active leading of
discussions in order to make a successful transaction.
Step 1 Conceptioning of presentation documents
Based on the conceptional basis F&P together with MSO work out
a presentation concept as well as the presentation documents.
Step 2 Preparation of the presentation
F&P coaches MSO regarding behavior and kind of argumentation
considering the capital market perspective
Step 3 Presentation
MSO presents its plan to investors. F&P accompanies MSO and
supports with moderation.
Step 4 Negotiation
F&P supports MSO in composing an offer according to motives of
the investors and with active leading of negotiation by
preparing the tactical procedure.
MSO`s performance
o Arrangement of information (presentation, businessplan, etc.)
o Readiness for discussing the current tactics
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o Time synchronizing of participants at common appointments
oo Participation in discussions and appointments for presentation
oo If necessary, provision of additional information to the businessplan
oo Readiness for ad hoc questions on the phone
o
Professional fees and additional costs
The content modules (1.) Checking the starting point and list of conceptional
basis (2.) Capital market investigation and commencement of investor discussion
(3.) Preparation of the financing round have a common impact, but are
contentwise independent. Thus they can be started overlapped - in order to save
time.
o
o For module 1 to 3 a cost-orientated flat rate fee of USD 45.000 can be
calculated . The fee is due in the equal tranche.
o The first third of this fee is to be paid at the time of signing the contract,
the second and third at least 3 days before the beginning with module 2
respectively module 3. The mentioned flat rate fee includes costs for
presentation material, postal fees, travelling costs and conference room. Not
included are costs for trips abroad.
o
o The intensive efforts of F&P's consultants for successful organization of the
transaction can only be justified with expectation of a contingent fee. Thus MSO
charges F&P with the search of suitable investors for the mentioned second round
of financing of USD 20.000.000 to USD 40.000.000.
o
o The contingent fee will be 2 percent of the raised amount of capital. Meaning
that the effectively invested sum is based for calculation of the fee, including
assumption of potential financial obligations or other expenses that the
investor has to fulfill due to the participation contract.
o
o A contingent fee is claimed as well if MSO is financed within the stated time
frame not by one of F&P's negotiated investors, but as a result of insertion of
third parties or other investors not procured by F&P. In that case the
contingent fee will be 1 percent of the raised amount of capital. Meaning that
the effectively invested sum is based for calculation of the fee, including
assumption of potential financial obligations or other expenses that the
investor has to fulfill due to the participation contract.
o
o F&P receives a contingent fee if during the term of the contract or within 6
months after the last contract related activity of F&P an equity participation
through one of the by F&P referred investors arises, if F&P's activity was at
least one of the reasons for the equity participation.
o If MSO is financed in mezzanine capital, like preferred shares, participation
contracts, selling and redepositing shares as business loan or other (hybride)
instruments the contingent fee is due as well.o
o The contingent fee is to be paid immediately and completely, even if the
agreed amount is paid in single rates and to different dates.o
o MSO ▇▇▇▇ inform F&P unasked and immediately in writing about every contract
that might result in contingent fee for F&P. MSO will also state every
information for the calculation of the contingent fee as well as the date of
signing the contract. If requested, MSO will grant F&P insight in all the
contracts with the investor that could be of interest for the calculation of the
contingent fee. F&P can request that the insight is carried out by any freely of
F&P chosen CPA firm or attorney to check and - if required - to complete the
information mentioned above. The costs for that have to be covered by MSO. F&P
can ask for an advance for these costs.
oo The contingent fee is to be paid two weeks after singing the contract as
mentioned above. Should the contract between the investor and MSO be contested
or cancelled by MSO, then this has no impact on F&P's demand for a contingent
fee.
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o The parties of this contracts agree, that the ▇▇.▇▇. 3a III and IV UstG
(German VAT) is applicable to the work of F&P according to this contract.
Therefore there is not VAT to be paid. If the German internal revenue service
should judge this question different, all the VAT for fees for F&P based on this
contract has to be paid additionally. In this case, F&P will make out an invoice
with separately shown VAT.
o The contract comes into force with placement of order on 23. November 2000 and
expires on 30. March 2001.
o
o The project start can be planned for the 49th week of the year regarding the
current plan for the project.
o
o The two days for the kick-off workshop in December and the one day of the
second workshop of module 1 will be dated separately. By request of MSO these
meetings will happen at the MSO office in Norway.
o
o If the course of the project is perfect then it is estimated that it takes
8-10 weeks to the first investment negotiation.
Other agreements
o F& P engages to carry out all duties with professional and commercial care and
to the best knowledge. F&P is not liable for economic and legal success.
o
o MSO grants F&P on schedule, free of charge and unlimited access to all the
information that is available at MSO.
o F&P will deal with the subject of this contract carefully. For all care and
efforts mistakes of F&P are conceivable, which could entitle MSO for
compensation. F&P has therefore taken out an issuance. With regard to these
facts the parties agree, that the liability of F&P is limited to the sum of DM
1.000.000 which is covered by the named issuance. This limitation shall not be
applicable, if the mistake is caused by gross carelessness or even with intent.
If desired by MSO it is possible to raise the covered sum of the issuance, if
MSO will pay for the expenses.
o F&P will deal with all the facts and information that were received during
cooperation strictly confidential, if they are not generally known or are to be
included and published in the businessplan anyway. This also applies for
knowledge about company internal operations of MSO that F&P receives during
cooperation. MSO will mark all the facts and information that is to be handled
confidentially, as confidential when passing on to F&P. This obligation of
secrecy still exists after expiration of the contract. F&P engages also to
impose these regulations of confidentially on their employees, representatives
and other members of staff who receive this information and knowledge.o
o Negotiation performances for direct competitors of MSO are excluded for term
of the project unless MSO give their written authorization.
o
o Unless appointments are not cancelled seven days before via fax or letter,
they are firm.
oo Date of required payment: If not stated differently, right after receiving
invoice.
o
o Right to use and copyright on F&P documents are transferred to MSO after
receipt of payment on F&P's account. Until payment of agreed professional fee,
F&P's documents are exclusively for company internal use and are not to be given
to any third party.ooThe relationship between F&P and MSO are exclusively
subject to German right. Place of jurisdiction is Munich, Germany. o
o This contract states the complete and correct agreements of both parties of
cooperative regulations. There are no ancillaries.o
o All agreements between contract partners have to be in writing
o
o Should single terms of this contract completely or partially be or become
impracticable, then that does not have an impact on the validity of all the
other regulations. Instead of the invalid or impracticable clause they agree on
a regulation which comes, after objective observation, as close as possible to
the economic aim of the invalid or impracticable regulation.
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ooMunich, 14. November 2000 Berlin, 23. November 2000
Till ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ & Partner GbR Marine Shuttle Operations Inc.
(contractor) (customer)
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