EXHIBIT 10.56
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NON-EXCLUSIVE CONSULTING AGREEMENT
Heartsoft, Inc., a Delaware corporation (hereinafter "Heartsoft"), 0000 Xxxxx
Xxxxxxx Xxxxxx, Xxxxxx Xxxxx, Xxxxxxxx 00000, herein engages Santa Fe Capital
Group (hereinafter "Santa Fe"), Inc., a NEW MEXICO corporation, 000 Xxxxxxx
Xxxxxx, Xxxxx 000, Xxxxx Xx, Xxx Xxxxxx 00000 on a non-exclusive, best-efforts
basis to locate capital funding up to an aggregate amount of $1,000,000.
Under this agreement Santa Fe shall:
1. Introduce Heartsoft to investors with whom Santa Fe has an extensive
working relationship in other entrepreneurial companies, and which
investors are known to be accredited, known to have "golden
rolodexes" and known to be willing to introduce managers of companies
they invest in to potential strategic partners in relevant industries
(hereinafter "Golden Rolodex Investors";
2. To arrange due diligence visits with these Golden Rolodex Investors:
and
3. To assist with the closings.
Heartsoft is seeking the experience and investment banking assistance of Santa
Fe and Heartsoft does not hold Santa Fe responsible in any manner for finding
investors and strategic partners for Heartsoft.
Santa Fe shall not act as Heartsoft's agent, and Santa Fe will not represent to
others that it is Heartsoft's agent, and any material that Santa Fe prepares for
Heartsoft shall remain Heartsoft's property. Heartsoft is under no obligation to
accept any offer for investment brought to Heartsoft by Santa Fe.
Heartsoft agrees to pay Santa Fe a fee of ________ percent of the gross amount
of such investments as described herein, (a) during the term of this Agreement
or (b) during the one year period following the term of this Agreement with an
investor, or strategic partner that was introduced to Heartsoft by Santa Fe
during the term of this Agreement. Such fee shall be payable in cash by
Heartsoft within ___ days of any funding received by Heartsoft, Inc. as
described herein.
The term of this Agreement shall be for a period of _________ months. In the
event that upon termination of this agreement, Heartsoft continues to utilize
Santa Fe's services as described herein, then this agreement shall continue to
be binding to any parties introduced by Santa Fe notwithstanding any notice of
termination previously given.
As additional consideration, Heartsoft agrees to pay Santa Fe ____ per month for
___ months. Moreover, Heartsoft agrees to reimburse Santa Fe for its
out-of-pocket expenses including but not limited to postage, courier, telephone,
production of the Descriptive Memorandum and faxes, not to exceed U.S. ____ per
month of which travel expenses may not be incurred without prior written
approval by Heartsoft. Santa Fe will itemize all of its expenses in a monthly
invoice and Heartsoft agrees to reimburse Santa Fe within fifteen (15) days of
the date of the invoice.
Further, if Santa Fe is successful in raising capital for Heartsoft, Heartsoft
shall grant to Santa Fe an option to buy ___ percent of the shares of stock
issued to the Golden Rolodex Investors, and to the strategic partners, if any,
at an exercise price of ___ per share, such option to expire in _______ if not
exercised. Santa Fe agrees to hold such shares under the same terms and
conditions that the Golden Rolodex Investors hold their shares.
In the event of any dispute between Heartsoft and Santa Fe, Heartsoft and Santa
Fe agree that it shall be resolved through arbitration in New Mexico under the
auspices of the American Arbitration Association within thirty (30) days
following termination of this agreement. Any award rendered shall be final and
conclusive upon the parties. This agreement shall be construed under the laws of
the state of New Mexico.
AGREED TO AND ACCEPTED BY:
/s/ A. Xxxxx Xxxxxx
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Santa Fe Capital Group (NM), Inc.
000 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxxxx Xx, XX 00000
By: A. Xxxxx Xxxxxx
Senior Managing Director
/s/ Xxxxxxxx Xxxxx 04/23/01
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Xxxxxxxx Xxxxx Date
Chief Executive Officer
0000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxx Xxxxx, XX 00000
000-000-0000
FAX: 000-000-0000
