FINDER'S FEE AGREEMENT
THIS FINDER'S FEE AGREEMENT (this "Agreement") dated as of May 20,
1999, is by and between Bruar Associates ("Bruar") and Advanced Technology
Services, Inc. ("ATSI").
RECITALS
A. Bruar was instrumental in arranging the purchase from Fujitsu by
ATSI of various items personal property located at the Fujitsu fab in Durham
County, U.K. Such personal property includes, in part, semiconductor production
equipment, computers, spare parts, a clean room and furniture, and, for purposes
of this Agreement, is collectively called the "Equipment."
B. Bruar acknowledges that ATSI is generally involved in the sale of
personal property of the same type as the Equipment and understands that the fee
arrangements described in this Agreement only apply to the Equipment acquired
from the one specific Fujitsu fab described in Recital paragraph A.
C. ATSI is aware of certain prospective purchasers which may be
interested in purchasing the Equipment and is attempting to sell as much of the
Equipment as possible.
D. In exchange for Bruar's efforts in arranging ATSI's purchase of the
Equipment, ATSI has agreed to compensate Bruar at the times and in the manner
described in this Agreement.
AGREEMENTS
In consideration of the recitals and agreements contained in this
Agreement, and for other valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties agree as follows:
1. FEE. As the Equipment is sold by ATSI, Bruar shall be entitled to
receive fees as described in this Section 1. All payments shall be calculated on
Net Sales Proceeds, which shall be defined to mean "gross receipts from sales of
Equipment, less returns and allowances, packing, insurance, freight, taxes or
excise duties imposed on the transactions and wholesale and cash discounts." All
fees shall be payable in US Dollars to a commercial bank in either the United
States or the United Kingdom designated by Bruar. Each payment shall be
accompanied by a report from ATSI describing generally the Equipment to which it
relates and how the payment was calculated. During a period of one year
following the date of any payment, Bruar may examine the books and records of
ATSI specifically relating to such payment, at ATSI's place of business, upon
reasonable notice, during normal business hours, and at Bruar's expense.
a. No fees are due or payable on the first US $6,583,000 in Net Sales
Proceeds. Fees in the amount of 15% of incremental Net Sales
Proceeds shall be due on the next US $8,417,000 in Net Sales
Proceeds received by ATSI between the date of this agreement and May
31, 2002.
b. The first payment from ATSI to Bruar shall be due when ATSI has
received at least U.S. $9 million in Net Sales Proceeds (cash in).
Such payment shall be in the amount of U.S. $362,550. Subsequent
commissions shall be in the amount of 15% of the incremental Net
Sales Proceeds (cash) received by ATSI in excess of the U.S. $9
million threshold.
c. Additional payments shall be made by ATSI to Bruar on the last day
of each calendar month beginning with the month following the date
on which the first payment is due, until a total of U.S. $15 million
in Net Sales Proceeds has been received by ATSI (thus, Bruar could
earn a total of up to US $1,262,550 in fees pursuant to this
Agreement). Such payments shall be in the amount of 15% of the
incremental Net Sales Proceeds received by ATSI during the preceding
calendar month.
d. No payments shall be due or payable with respect to amounts received
by ATSI in excess of U.S. $15 million in Net Sales Proceeds, or for
any sales of Equipment by ATSI after May 31, 2002.
2. ENTIRE AGREEMENT. This Agreement represents the entire understanding
between Bruar and ATSI and supersedes all other oral or written agreements and
communications relating to such matters.
3. GOVERNING LAW. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Arizona, U.S.A., without
regard to principles relating to conflicts of laws.
4. SEVERABILITY. The invalidity or unenforceability of any provision
herein shall not affect the validity or enforceability of the remainder of the
Agreement or any other provision herein.
5. MODIFICATION; WAIVER. Any modification or additional obligation
assumed by either party in connection with this Agreement shall be binding only
if evidenced in writing and signed and dated by each party or an authorized
representative of each party.
IN WITNESS WHEREOF, each of the undersigned acknowledges it has
reviewed this document with legal counsel to its full satisfaction and has
signed below as its own free act and deed.
Bruar Associates Advanced Technology Services, Inc.
By: Xxxx Xxxxxxxx By: Xxxxxx Xxxxx
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Title: Financial Director Title: President
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Date: 6/7/99 Date: 5/25/99
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