Exhibit No. 21
XxxxxxXxxxxx.xxx, Inc.
Form 10-KSB/ 2000
File No. 0-26917
January 25, 2001
Xxxxxx Xxxxxxx Associates, Inc.
6. Xxxx 00xx Xxxxxx, Xxx Xxxx, XX 00000 / (000) 000-0000
Fax / (000) 000-0000
Xx. Xxxxx Xxxxxx
XXXXXXXXXXXX.XXX
00 Xxxxxxxxx Xxxx Xxxxx
Xxxxx 000 0
Xxxxxx, XX 00000
Dear Xx. Xxxxxx:
This will confirm our agreement ("Agreement") in connection with
the efforts of Xxxxxx Xxxxxxx Associates ("Xxxxxxx") to obtain
financing and other related transactions on behalf of
XXXXXXXXXXXX.XXX (the "Company") as follows:
Appoint as Finder.
The Company hereby authorizes Xxxxxxx on a best effort basis to
obtain investors, underwriters, joint venture partners, lenders
and/or guarantors (collectively "Investors") to provide Financing
for the Company on terms acceptable to the company and the
Investors.
Initial Retainer.
The Company agrees to pay Xxxxxxx an initial retainer of $10,000.
Xxxxxxx agrees to accept $5,000 at the inception of our program,
and $5,000 the following month.
Fees due at signing of funding contract.
When the Company obtains a commitment from an Investor introduced
by Xxxxxxx, and accepted by the client, Xxxxxxx shall at that
time be paid a finder's fee of $5,000,
Cash Fees.
If financing is consummated during this agreement and within 12
months after termination of this Agreement, Xxxxxxx shall be
entitled to a cash fee of three percent of the value of the
transaction, paid in cash.
Fees due on closing.
The fees due to Xxxxxxx shall be paid by bank or cashier's check
at the closing of the Financing. In the event a portion of the
Financing is completed in delayed increments, the fee shall be
paid prorated as each increment is advanced. The Company shall
furnish Bronson a copy of the Financing Agreement at or prior to
closing and shall inform Xxxxxxx of time of closing and afford
Xxxxxxx the right to attend the closing.
Termination.
This Agreement may be terminated at any time by either party by
written notice to the other party, but such termination shall not
affect the obligation of the Company to pay the finder's fee
hereunder as to Financing consummated with any Investor directed
or introduced by Xxxxxxx to the Company or through the efforts of
Xxxxxxx prior to such termination.
Acting as Finder Only.
It is understood that Xxxxxxx is acting as a finder only, is not
a licensed securities broker or dealer, and shall have no
authority to enter into any commitments on the Company's behalf,
or to negotiate the terms of Financing, or to hold
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any funds or
securities in connection with Financing or to perform any act
which would require Xxxxxxx to become licensed as a securities or
real estate broker or dealer.
Accurate information.
The company hereby represents and warrants that all information
provided Xxxxxxx pertaining to the Company shall be true and
correct; and the Company shall hold Xxxxxxx harmless from any and
all liability, expenses or claims arising from the disclosure or
use of such information.
Applicable Law.
This agreement is governed by and construed -under the laws of
the State of New York, and any action brought by either party
against the other party to enforce or interpret this Agreement
shall be brought in, an arbitration hearing before the American
Arbitration Association in New York. In the event of any such
action, the prevailing party shall recover all costs and expenses
thereof, including reasonable attorneys" fees from the losing
party.
If the foregoing meets with your approval please sign and return
the enclosed copy to our office.
Sincerely,
Xxxxxx X. Xxxxxxx
Accepted and Agreed Upon By: /s/ Date: 2/2/2001
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