June 12, 1998
Xx. Xxxxxx X. Xxxx
Chairman of the Board and
Chief Executive Officer
CAPITAL TITLE GROUP, INC.
00000 Xxxxx Xxxxxxxxxx Xxxx, Xxxxx 000
Xxxxxxxxxx, Xxxxxxx 00000
RE: Amendment to Acquisition Consulting Agreement between Capital Title Group,
Inc. and Xxxxxx Capital Corporation Dated January 28, 1998
Dear Xxx:
Per our recent discussions, Xxxxxx Capital Corporation ("MCC") has agreed to
amend our Acquisition Consulting Agreement (the "Agreement") specifically
Section II, Compensation, relating to fees to be paid to MCC in the event the
Company effectuates a corporate restructuring, merger, joint venture or
acquisition during the term of the Agreement in accordance with the fee schedule
as detailed in Section II.
The Agreement is hereby amended to state that MCC will not be entitled to a fee
for transactions, as contemplated under the Agreement, that are arranged
directly by the Company and where each transaction is in an amount of $5,000,000
or less. In the event the Company requests MCC's services on transactions of
$5,000,000 or less, then MCC and the Company will negotiate an acceptable fee
for services in advance of MCC's acceptance of such assignment.
Further, MCC and Capital Title Group are presently negotiating on the potential
acquisition of Northwestern Title Company, which if completed MCC agrees to
accept a reduced minimum fee for the transaction in the amount of $125,000 as a
cash payment and $25,000 in value of the Company's common stock (the "Common
Stock"). The Company reserves the right to bonus MCC for additional compensation
at the close of the transaction. The Common Stock will be priced at the average
Bid price for 30 days prior to the closing date of the transaction and will
include registration and piggyback rights.
Xx. Xxxxxx X. Head
Capital Title Group, Inc.
Amendment to Acquisition Consulting Agreement between
Capital Title Group, Inc. and Xxxxxx Capital Corporation Dated January 28, 1998
June 12, 1998
SIGNATURE PAGE ONLY
AGREED AND ACCEPTED:
Please confirm that the foregoing correctly sets forth our mutual
understanding by signing and returning the copy of this Agreement provided for
that purpose.
Capital Title Agency Inc. Xxxxxx Capital Corporation
Xxxxxx X. Xxxx Xxxx X. Xxxxxx
By: By:
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Title: Chairman and CEO Title: Chairman and CEO
Date: Date:
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