EXHIBIT 10.171
FINDER'S AGREEMENT
THIS FINDER'S AGREEMENT (the "Agreement") is made and entered into this
27th day of January, 1999, by and between Pollution Research and Control Corp.,
a California corporation (hereinafter referred to as the "Company"), with its
address at 000 Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxxx 00000, and Xxxxxxxx Xxxxxxx
(hereinafter referred to as the "Finder"), 00 X Xxxxxxx Xxxxxx, Xxxxxxx, Xxx
Xxxx 00000.
WHEREAS, the Company desires to compensate the Finder in the event that an
investor(s), including but not limited to Xxxx X. Xxxx who is contemplating an
investment in the Company in the amount of $100,000, referred to the Company by
the Finder invests funds in the Company via a debt and/or equity instrument; and
WHEREAS, the Finder desires to be compensated by the Company as provided
herein for referring an investor(s) who invest funds in the Company..
NOW, THEREFORE, in consideration of the mutual agreements and covenants
contained herein, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:
1. Services. The Finder hereby agrees to employ her best efforts to arrange
an investment in the Company in the amount of approximately $100,000 by
introducing the Company to a potential investor(s).
2. Compensation. Upon the receipt by the Company of the proceeds of the
investment(s) via a debt and/or equity instrument made by an investor(s)
referred to the Company by the Finder, the Company will:
(a) Pay to the Finder by cashier's check an amount equivalent to ten
per cent (10%) of the gross amount(s) of the investment(s); and, in addition
thereto
(b) Issue to the Finder an option (hereinafter referred to as the
"Option") exercisable to purchase a total of 5,000 shares of common stock, no
par value per share (hereinafter referred to as the "Common Stock"), of the
Company at an exercise price of $.75 per share during the exercise period
commencing on the date hereof through January 27, 2002.
3. Restricted Nature of Option and Underlying Shares of Common Stock. The
Option and the underlying shares of Common Stock to be issued to the Finder in
accordance with the provisions of paragraph 2 hereinabove will be "restricted"
as that term is defined under the Securities Act of 1933, as amended; shall bear
a restrictive legend; and shall be issued for investment only and not with a
view to distribution.
4. Other Documents. Both parties hereto shall execute and deliver such
other and further documents and instruments, and take such other and further
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actions, as may be reasonably requested of them for the implementation and
consummation of this Agreement and the transactions herein contemplated.
5. Waiver of Breach. Waiver by either party of a breach of any provision of
this Agreement shall not operate or be construed as a waiver of any subsequent
breach.
6. Assignment. This Agreement and the rights and obligations of the Company
hereunder shall inure to the benefit of and shall be binding upon its successors
and assigns. This Agreement and the duties and responsibilities created hereby
shall not be assigned, transferred or delegated by the Finder without the prior
written consent of the Company.
7. Governing Law. This Agreement is made and shall be governed in all
respects, including validity, interpretation and effect, by the laws of the
State of California.
8. Notices. All notices, requests or demands and other communications
hereunder must be in writing and shall be deemed to have been duly made if
personally delivered or mailed, postage prepaid, to the parties as follows:
a. If to the Finder: Xxxxxxxx Xxxxxxx
00 X Xxxxxxx Xxxxxx
Xxxxxxx, Xxx Xxxx 00000
b. If to the Company: Xxxxxx X. Xxxxxxxx, Xx., President
Pollution Research and Control Corp.
000 Xxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxx 00000
Any party may change his, her or its address by written notice to the
other party.
9. Entire Agreement. This Agreement contains the entire agreement between
the parties and supersedes all prior agreements, understandings and writings
between the parties with respect to the subject matter hereof. All parties
acknowledge that no representations, inducements, promises or agreements, oral
or otherwise, have been made by either party which are not embodied herein. This
Agreement may be amended only in writing signed by bother parties.
10. Attorneys' Fees. In the event of any litigation among the parties, the
non-prevailing party or parties shall pay the reasonable expenses, including the
attorneys' fees, of the prevailing party or parties in connection therewith.
11. Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an original but all of which taken together shall
constitute but one and the same document.
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IN WITNESS WHEREOF, the parties hereto have duly executed and delivered
this Agreement as of the day and year first above written.
FINDER: COMPANY:
POLLUTION RESEARCH AND CONTROL CORP.
/S/ Xxxxxxxx Xxxxxxx By: /s/ Xxxxxx X. Xxxxxxxx, Xx.
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Xxxxxxxx Xxxxxxx Xxxxxx X. Xxxxxxxx, Xx., President
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