OSPREY PARTNERS
================================================================================
INVESTMENT BANKING o MANAGEMENT CONSULTING
FINDER'S FEE AGREEMENT
The following sets forth the terms of the engagement of OSPREY PARTNERS, ▇▇▇▇
▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇-▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ("Osprey"), by SCANGRAPHICS, INC.,
▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (the "Company") for the specific task of
raising up to $5,000,000 by way of the private placement of certain equity
securities of the Company.
1. Osprey will assist the Company on a non-exclusive basis as management
consultant and financial advisor in connection with this financing. In
connection with Osprey's activities on the Company's behalf, Osprey will, in
concert with the Company's management, a) prepare descriptive information, as
required, for the purpose of soliciting Candidates; b) contact and elicit
interest, with the Company's management assistance, as needed, from Candidates.
2. In connection with Osprey's activities on the Company's behalf, the Company
will furnish Osprey with all information and data concerning the Company which
Osprey and the Company agree to be appropriate and will provide Osprey and any
Candidates with access to the Company's officers, directors, employees,
independent accountants and legal counsel as is determined to be appropriate to
the particular Candidates requirements. Prospective Candidates will be cleared
with the CEO, so as to prevent potential conflicts.
3. In consideration of Osprey's services pursuant to this Agreement, Osprey
shall be entitled to receive, and the Company agrees to pay Osprey the following
compensation:
a) In the event a Transaction is consummated with any Candidate identified
and/or approached by Osprey, and/or comes to the attention of the Company
through the efforts of Osprey, then the Company shall pay Osprey upon such
consummation, a cash fee equal to three percent (3%) of any amount raised in (or
the value of) the Transaction.
b) Osprey will also be issued 3,000 warrants per $100,000 of principal
amount of equity investment made in the Company in the Transaction, such
warrants to be exercisable for up to ten (10) years at an exercise price equal
to the average "Closing Bid" on the five (5) trading days prior to the date of
closing the Transaction. Any warrants issued under this agreement shall be
issued to Osprey Partners, or its designee, and shall be subject to "piggyback"
rights of registration on the next Registration Statement to be filed with the
SEC by the Company.
▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇-▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇-▇▇▇-▇▇▇▇ FAX: ▇▇▇-▇▇▇-▇▇▇▇ E-Mail: ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇
A Mulshine Group Company
4. The above compensation will be paid to Osprey in the event any Transaction
occurs within twenty four (24) months following the term of this Agreement, or
any extension thereof, with any party with whom Osprey had negotiated on behalf
of the Company provided that such a party is identified on a written list of
prospective Candidates to be provided to the Company within fifteen (15) days
after the expiration or termination of this Agreement.
5. The term of this Agreement is two (2) years. Either party may terminate this
Agreement at any time in thirty (30) days by the giving of written notice of
termination to the other party.
6. The benefits of this Agreement shall inure to the respective successors and
assigns of the parties hereto and of the parties hereunder and their successors
and assigns and representatives, and the obligations and liabilities assumed in
this Agreement by the parties hereto shall be binding upon their respective
successors and assigns.
Accepted and Agreed to:
OSPREY PARTNERS SCANGRAPHICS, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇
----------------------- ------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
President President & CEO
Date: 2/24/99 Date: 2/24/99
