1
EXHIBIT 10.17
FEE AGREEMENT
This Agreement entered into by and between Enventures Capital, LLC, a
Massachusetts company, (hereinafter referred to as "ECAP") and Probex Corp.,
(hereinafter referred to as "Probex"). ECAP and Probex are referred to
collectively as the "Parties."
In consideration of the mutual covenants of this Agreement and other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Parties agree as follows:
1. Probex hereby grants ECAP the right to procure funding from Provident
Financial ("Investor") for a period of 180 days following the date of
this Agreement. In the event Probex accepts any funding offered
from the above mentioned Investor during said time period and enters
into a funding agreement and funds are disbursed from the Investor
to Probex, Probex agrees to pay ECAP, at the closing, a fee of three
percent (3%) of the amount of funding provided by the Investor,
payable in cash, and options to purchase Probex common stock at a
strike price of 10% under the moving thirty (30) day exchange closing
price as of the date of this agreement by the dollar equivalent of
three percent (3%) of the funding. Parties agree that Probex will pay
no further fees (either to ECAP or Investor) beyond those outlined
above for funding from Investor.
2. Probex will provide ECAP with all necessary information and material
as necessary for procuring such funding.
3. Each of the parties hereto acknowledges the proprietary nature and
value of their respective business information and contacts. Each
party represents, warrants and covenants that neither Party nor such
Party's affiliates, employees, agents and representatives shall
disclose to any other party or use for any purpose, other than as
contemplated hereunder, any confidential or proprietary information in
any form provided by or obtained from the other Party relating to its
business, including, without limitation, its financial models,
business plans, projects, customers, contacts and technical or
financial information. All material provided to ECAP by Probex shall
remain the property of Probex and shall be returned to Probex upon
request.
4. ECAP shall be held harmless for the actions of a potential Investor
that threatens, or results in, damages or injury to Probex.
5. This Agreement shall bind and inure to the benefit of the heirs,
executors, successors and assigns of the Parties hereto.
IN WITNESS WHEREOF, the Parties have executed this Agreement this 17th day
of January, 2000.
Enventures Capital, LLC: Probex Corp.
/s/ XXXXXX XXXXX /s/ XXXXX X. XXXX
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Xxxxxx X. Xxxxx Xxxxx X. Xxxx, Chief Financial Officer
/s/ XXXXXX XXXXX /s/ XXXXX X. XXXX
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Signature Signature
