FINDER'S AGREEMENT
This Agreement is made this 23 day of May, 2000, between Virtual Reality,
Inc. ("Virtual") and Eleccom Corporation LTD. ("Eleccom") with reference to the
following facts:
Virtual is a Nevada corporation with its principal offices located at 000
Xxxx Xxxxxx, Xxx Xxxx, xxx Xxxx 00000;
Eleccom is an Anguillan corporation with its principal offices located at
Xxxxxxxx Xxxxx, X.X. Xxx 00, Xxx Xxxxxx, Xxxxxxxx, B.W.I.;
Virtual desires to sell 200,000,000 shares of its restricted Common Stock
(the "Virtual Shares") to Zorro Systems Ltd., a Barbados corporation ("Zorro")
in exchange for 100% of the issued and outstanding common stock of Intellashop
Inc., a wholly owned subsidiary of Zorro (the "Intellashop Shares");
Zorro desires to sell the Intellashop Shares to Virtual in exchange for the
Virtual Shares;
Virtual affirms that Eleccom introduced Virtual to Zorro; and
Virtual desires to pay to Eleccom a finder's fee for such introduction.
THEREFORE, the following is agreed between Virtual and Eleccom:
1. In the event that Virtual and Zorro enter into a definitive agreement
for the purchase of common stock (a "Definitive Stock Purchase Agreement"),
Virtual will pay to Zorro the finder's fee found in paragraph 3 below. In no
event shall Zorro be liable for any finder's fee to Eleccom. Eleccom will not,
and is not, required to take part in any such negotiations between Virtual and
Zorro.
2. Virtual shall be under no obligation to pay any fee or other monies
whatsoever to Eleccom on account of this Agreement until a Definitive Stock
Purchase Agreement is entered into by both Virtual and Zorro.
3. Should Virtual and Eleccom enter into a Definitive Stock Purchase
Agreement, Virtual, shall upon the closing of the Definitive Stock Purchase
Agreement issue to Eleccom, One Million Two Hundred Twenty-Two Thousand Two
Hundred Twenty-Two (1,222,222) shares of Virtual's free trading common stock,
free and clear of all liens, security interests, pledges, charges, claims,
options, encumbrances and restrictions of any kind, at a deemed price of $.45
per share (the "Finder's Fee").
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4. Any arrangements made by Eleccom with any other persons with whom
Eleccom is involved, are Eleccom's exclusive responsibility. Upon payment made
by Virtual, to Eleccom of the Finder's Fee, Eleccom will hold Virtual harmless
from and indemnify Virtual against all claims or expenses caused by and
liabilities to any person claiming commission, fee or expense in connection with
the transaction who alleges a relationship with Eleccom.
5. Should any litigation be commenced between Eleccom and Virtual
concerning this Agreement regarding the rights and duties of either of the
parties to this Agreement, then the party prevailing in such litigation shall be
entitled, in addition to such other relief as may be granted, to a reasonable
sum as and for attorneys' fees in such litigation which may be determined by the
Court in such litigation or in a separate action brought for that purpose.
6. Notwithstanding the place where this Agreement may be executed by any of
the parties hereto, the parties expressly agree that all the terms and
provisions hereof shall be construed in accordance with and governed by the laws
of the State of New York, without giving effect to conflict of law principles
thereof.
7. This Agreement contains the entire agreement between Eleccom and Virtual
concerning the introduction of Virtual to Zorro, and correctly sets forth the
rights and duties of each of the parties to each other concerning such matter as
of this date. Any agreement or representation concerning the subject matter of
this Agreement or the duties of Eleccom in relation to Virtual not set forth in
this Agreement is null and void.
8. This Agreement and any provision hereof, may not be waived, changed
modified, or discharged orally, but only by an agreement in writing signed by
the party against whom enforcement of any waiver, change, modification, or
discharge is sought.
9. Except as otherwise expressly provided herein, no waiver of any
covenant, condition, or provision of this Agreement shall be deemed to have been
made unless expressly in writing and signed by the party against whom such
waiver is charged; and (i) the failure of any party to insist in any one or more
cases upon the performance of any of the provisions, covenants or conditions of
this Agreement or to exercise any option herein contained shall not be construed
as a waiver or relinquishment for the future of any such provisions, covenants,
or conditions; (ii) the acceptance of performance of anything required by this
Agreement to be performed with knowledge of the breach or failure of a covenant,
condition, or provision hereof shall not be deemed a waiver of such breach or
failure, and no waiver by any party of one breach by another party shall be
construed as a waiver with respect to any other or subsequent breach.
10. This Agreement contains the entire Agreement and understanding between
the parties hereto, and supersedes all prior agreements and understandings.
11. This Agreement may be executed simultaneously in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
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12. All notices, requests, demands, and other communications under this
Agreement shall be in writing and shall be deemed to have duly given on the date
of service if served personally on the party to whom notice is to be given, or
on the third day after mailing if prepaid, and properly addressed as follows:
VIRTUAL REALITY, INC.
000 Xxxx Xxxxxx - Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
ELECCOM CORPORATION LTD.
Xxxxxxxx Xxxxx, X.X. Xxx 00
Xxx Xxxxxx, Xxxxxxxx B.W.I.
13. This Agreement shall inure to and be binding upon the heirs, executors,
personal representatives, successors and assigns of each of the parties to this
Agreement.
As of the date first above written:
VIRTUAL REALITY, INC.
By: /S/ Xxxxxx X. Xxxxxxx
-------------------------
Name: Xxxxxx X. Xxxxxxx
Title: President
ELECCOM CORPORATION LTD.
By: /s/ Xxxx Xxxxxxxxxx
----------------------
Name: Xxxx Xxxxxxxxxx
Title: Director
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