EXHIBIT 10.5
LETTER AGREEMENT WITH W3 VENTURES, LTD DATED MAY 14, 2001
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W3 Ventures, Ltd.
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0 Xxx Xxxxxx
Xxxxxxxxx, XX 00000
(000) 000-0000
(000) 000-0000 eFax
E-mail xxxxxxxx@xxx.xxx
May 14, 2001
Xxxxxxx Xxxx, CEO
Xxxxx.xxx
000 Xxxxxxx Xx.
Xxx Xxxxxxxxx, XX 00000
Dear Xxxxxxx:
Please let this letter confirm our understanding that Xxxxx X. Xxxxxxxx and W3
Ventures ("Advisors") will act as an introductory agent for Xxxxx.xxx ("BRST ")
and any of its affiliates, and will undertake to identify persons or entities,
including partners, companies, institutions and/or investors (collectively
"Introduction") interested in completely or partially purchasing (the
"Transaction") the Company.
BRST agrees to hold all information about the Introduction and Transaction
confidential, and will not circumvent Advisors in its dealings pertaining to
this Introduction.
FEES: For our services, BRST will
a) In the event of a cash, equity, or other investment made by or of any entity
introduced by Advisors for a period of twelve (12) months from the date of the
expiration of this agreement, pay an amount equal to 8% (eight percent) of the
total purchase price or face amount of the net investment or proceeds for the
term of this agreement to Advisors;
b) In the event that a suitable acquirer is located by Advisors, and said entity
purchases all or any portion of BRST, pay to Advisors (by certified check) a
dollar amount equal to 5% (five percent) of the total purchase price, whether
the purchase be in cash, equity, or assumption of debt.
TERM: This agreement provides for the introduction by Advisors to BRST for
specifically identified "Introductions and/or a direct investment by Advisors,
partners, directors or associates, and by institutions or qualified individuals,
for a period of twelve (12) months." The term may be extended by mutual
agreement between Advisors and the Company.
EXPENSES: BRST shall reimburse Advisors for actual out-of-pocket expenses
relating to this agreement, including the cost of Advisor's counsel, if any.
Advisors will not incur any reimbursement expenses without prior approval and
consent from BRST.
INDEMNITY: In the event that Advisors becomes involved in any capacity in any
action, proceeding or investigation with any matter referred to in this letter,
BRST will reimburse Advisors for its legal and other expenses incurred in
connection therewith. BRST also will indemnify Advisors against any losses,
claims, damages, or liabilities to which Advisors may become subject in
connection with any matter referred to in this letter, except to the extent that
any such loss, claim, damage, or liability results from the recklessness or bad
faith of Advisors performing the services that are the subject of this letter.
This letter shall be deemed to have been made and delivered in New York City and
shall be governed as to the validity interpretation and construction, effect and
in all other respects by the internal laws of the State of New York. BRST (1)
agrees that any legal suit, action or proceeding arising out of or relating to
this letter shall be instituted exclusively in New York State Supreme Court,
County of New York or in the United States District Court for the Southern
District of New York, (2) waives any objection which BRST may have now or
hereafter to the venue of any such suit, action or proceeding, and (3)
irrevocably consents to the jurisdiction of the New York State Supreme Court,
County of New York or in the United States District Court for the Southern
District of New York, and agrees that service of process upon BRST mail by
certified mail to the Company's address shall be deemed in every respect
effective service of process upon the Company, in any such suit, action or
proceeding.
Where BRST appears in this agreement, it is understood to include any
principals, agents or affiliates of the Company.
Please confirm that the foregoing is in accordance with your understanding by
signing and returning to us the duplicate of this letter attached hereto, which
shall constitute a binding agreement.
Very Truly Yours, By:
______________________
Xxxxx X. Xxxxxxxx X0 Ventures Xxxxxxx Xxxx
May 14, 2001 CEO Xxxxx.xxx
Date:
