Exhibit 10.29
Queenstone Financial Corp.
P.O Box 62
Provienciales
Turks & Caicos Islands
British West Indies
December 4, 2003
Xx. Xxx Xxxxxx, Chief Executive Officer
NuTech Digital, Inc.
0000 Xxxxxx Xxx.
Xxx Xxxx, XX 00000
Re: NuTech Digital, Inc. Pipe Financing
Dear Xx. Xxxxxx:
This letter (the "Agreement") shall confirm the non-exclusive finder's
arrangement between Queenstone Financial Corp. ("Queenstone Financial Corp.")
and NuTech Digital, Inc. ("NTDL") in the event that NTDL proceeds with a debt
and/or equity transaction ("Transaction(s)") with a party introduced by
Queenstone Financial Corp. There is no obligation to consummate any Transaction
and NTDL can choose to accept or reject any Transaction in its sole and absolute
discretion. NTDL acknowledges that there is no guaranty or assurance that any
Transaction will take place and that the final legal documentation may contain
terms that vary with those set forth on any term sheets. In the event that a
Transaction(s) occurs, NTDL agrees to pay Queenstone Financial Corp. the
following at each close (or at Queenstone Financial Corp.'s request, NTDL shall
direct the investor to pay the fees directly to Queenstone Financial Corp.) in
cash, 10% of all cash amounts received or the same amount in stock, price, terms
and conditions of the stock shall be identical to those of the investor.
Queenstone Financial Corp. has the choice on which they decide choose. In
addition, Queenstone Financial Corp. shall receive 100,000 warrants for every
$100,000 funded on a pro rata basis. The exercise price, terms and conditions of
the warrants shall be identical to those of the investor. NTDL shall reimburse
Queenstone Financial Corp. for all pre-approved expenses upon presentation of an
invoice regardless if a Transaction is consummated.
NTDL agrees to indemnify and hold harmless Queenstone Financial Corp. and its
affiliates, directors, officers, shareholders, employees and agents (the
"Indemnified Parties") against any and all losses, claims, damages or
liabilities, joint or several, including attorneys' fees, to which the
Indemnified Parties may become subject, arising out of or related to actions
taken or omitted to be taken by an Indemnified Parties in connection with any
service rendered, or any Transaction or proposed Transaction contemplated, or
any Indemnified Party's role in connection therewith. In this regard, and
without limitation, NTDL acknowledges that Queenstone Financial Corp. is not
responsible for the actions of the parties introduced by Queenstone Financial
Corp. or their agents. NTDL acknowledges that none of the Indemnified Parties is
acting as broker/dealer, attorney, accountant, or financial advisor to NTDL and
that
Xx. Xxx Xxxxxx, Chief Executive Officer
February 4, 2004
Page 2 of 3
NTDL will seek its own professional advice with respect to the Transaction.
Queenstone Financial Corp. and NTDL agree that the obligations of each of the
parties are solely corporate obligations, and that no officer, director,
employee, agent or shareholder of either party shall be subjected to any
personal liability whatsoever to any person, nor will any claim for liability or
suit be asserted by, or on behalf of, either Queenstone Financial Corp. or NTDL.
In no event shall Queenstone Financial Corp. be liable to NTDL and NTDL be
liable to Queenstone Financial Corp. whether a claim be in tort, contract or
otherwise for any amount in excess of the total amount paid by NTDL to
Queenstone Financial Corp. under this Agreement. In the event of any dispute
between the parties hereto, the parties agree to resolve all matters in binding
arbitration before the American Arbitration Association in Los Angeles, CA with
the prevailing party entitled to reasonable attorneys' fees and costs. NTDL
agrees not to mention the name of Queenstone Financial Corp. or its agents in
any press release or news announcement without the express written consent of
Queenstone Financial Corp..
Please acknowledge your agreement to the terms of this Agreement by executing a
copy of this letter where indicated below and returning it to us by fax at (649)
000-0000. Please call me on my private line at (000) 000-0000 if you have any
questions.
By: Queenstone Financial Corp. By: NuTech
Digital, Inc.
______________________ _______________________________
Xxx Xxxxxx, Chief Executive
Officer
Queenstone Financial Corp. Capital, Ltd.
Xx. Xxx Xxxxxx, Chief Executive Officer
February 4, 2004
Page 3 of 3
Queenstone Financial Corp.
P.O Box 62
Provienciales
Turks & Caicos Islands
British West Indies
February 22, 2004
Xx. Xxx Xxxxxx, Chief Executive Officer
NuTech Digital, Inc.
0000 Xxxxxx Xxx.
Xxx Xxxx, XX 00000
Re: NuTech Digital, Financing
Dear Xx. Xxxxxx:
We are very happy that we helped in your most recent financing.
We would still always try to help the growth of NuTech Digital in the future. We
feel that the moies raised would best be suited for NuTech Digital to buy rights
to grow their company. With tat in mind we would like to take the stock position
rather than the 10% cash fee.
By: Queenstone Financial Corp.
Authorized Signatory
