This Compensation Agreement (the "Agreement") is entered into this 1st day of
March, 1999 (the "Effective Date"), by and between SGI International ("SGI")
and _______________ ("______"). _______ shall be referred to as a Finder.
RECITALS
A. Finder has located potential investors ("Investor") who may be a source of
capital for operating costs and/or investments into projects of SGI. The
parties hereto intend to provide Finder with compensation in the event that
investments are made on terms acceptable to both SGI and said Investor.
B. Finder will disclose the name of said Investors and make known to said
Investors information on SGI and its projects (the "Projects"), which are hereby
defined to include without limitation the purchase of the ENCOAL Demonstration
Plant and potentially the purchase of equity of SGI. All disclosures to Investor
shall be made in confidence pursuant to a confidentiality agreement mutually
acceptable to SGI and Investor and made as soon as reasonably possible after the
execution of this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the premises, covenants and conditions
contained herein and for other good and valuable consideration and based on the
parties intent as described in the Recitals the parties hereby agree as follows:
1. Engagement and Term. SGI hereby engages Finder to locate and disclose to
Investor information relative to SGI and its potential Projects. Finder shall
also disclose the name of Investors to SGI within a period of two months after
the Effective Date. This engagement shall be for a period commencing on the
Effective Date and terminating on March 1, 1999.
2. Coordination and Assistance. Finder shall make the disclosures described
herein and coordinate any conversations and information exchange between SGI and
Investor.
3. Compensation. If Investor makes an equity purchase or makes a capital
investment in SGI (the "Investment") whether in SGI or in one of its Projects,
then Finder will be compensated by providing Finder with five percent (5%) of
the amount of any stock which will have "piggyback" registration rights.
4. Authority of Finder. Finder shall have the limited authority described herein
to represent SGI and no other authority of any kind. However, SGI shall have the
sole discretion to determine any final terms and conditions on which Investor
shall make any Investment and shall have the sole right and authority to refuse
any such Investment if SGI determines in its sole discretion that such
Investment is not in its best interests. In the event that SGI refuses such
Investment no fee of any kind shall be due to Finder.
5. Post Term Transaction. The parties agree that if SGI enters into a
transaction with Investor within a period six (6) months after the termination
as described in Section 1 then the compensation described herein shall still be
paid to Finder.
6. Indemnification. The Company agrees to indemnify and hold Finder harmless
from and against any losses, claims, liabilities, damages and expenses (and
actions in respect thereof) incurred, that result from actions taken or omitted
to be taken (including any untrue statements made or any statements omitted to
be made) by SGI, its agents or employees. The Company will not, however, be
responsible for any such loss, claim, liability, damage or expense to the extent
that results primarily from the negligence, recklessness or bad faith of Finder.
7. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the state of California.
8. Entire Agreement. This Agreement contains all of the understandings between
SGI and Finder relating to its subject matter. This Agreement supersedes and
cancels any prior understandings and agreements between the parties, whether
relating to Investor, the Investment, or the Projects.
9. Modification. This Agreement shall not be altered, modified, amended, or
changed in any way whatsoever, except by a writing signed by all parties hereto.
10. Assignment. This Agreement shall not be assignable by any of the parties
hereto without the specific written consent of all other parties, which consent
shall not be unreasonably withheld.
11. Finder's Indemnity. If Finder becomes entitled to any compensation in
accordance with this Agreement then Finder shall indemnify SGI against any claim
by any other persons, finders, firms or brokers for commissions, finders' fees,
or similar compensation in connection with any transaction between SGI and
Investor or an affiliate of Investor.
IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as of the
Effective Date.
SGI International, a Utah corporation
By:_________________________
Name:_______________________
Title:______________________
