EXHIBIT 10.18
IMSCO TECHNOLOGIES, INC.
0000 Xxxx Xxxxxxxx Xxxxxxx
Xxxxx 000
Xxxxxxxxx Xxxxxxx, XX 00000
July 5, 2001
Xxxxxxx Investments, LLC
0000 Xxxx Xxxxxxxx Xxxxxxx
Xxxxx 000
Xxxxxxxxx Xxxxxxx, Xxxxxxxx 00000
Gentlemen:
This letter shall set forth our agreement with respect to services to
be provided by Xxxxxxx Investments, LLC ("Xxxxxxx") to Imsco Technologies, Inc.
("Imsco"), in connection with the proposed equity financing of $1,500,000 by
Trilium Holdings Ltd. ("Trilium"), which such entity was first introduced to
Imsco by Xxxxxxx ("Transaction"). We hereby agree as follows:
1. SERVICES. Imsco agrees to pay Xxxxxxx the fees set forth in
Paragraph 2 with respect to the Transaction upon confirmation of receipt of
funds from Trilium.
2. COMPENSATION. As compensation for the assistance described above,
Imsco agrees to pay Xxxxxxx, upon the closing of the Transaction, an amount
equal to ten percent (10.0%) of the investment made by Trilium.
3. TERM. This retention of Xxxxxxx by Imsco hereunder shall commence on
the date hereof and shall continue until terminated by either party immediately
upon written notice to the other or, if earlier, the termination or abandonment
of the Transaction.
4. INDEPENDENT CONTRACTOR. Xxxxxxx shall at all times act as and be an
independent contractor, and in no event shall either Xxxxxxx or any of its
employees, agents or representatives be deemed to be an employee, agent or
representative of Imsco. Xxxxxxx shall have no authority to bind Imsco to any
obligation, express or implied. Imsco acknowledges that a principal of Xxxxxxx,
Xxxxxxx X. Xxxxxxx, is the sole director and officer of Imsco, but that Imsco
has determined that the compensation arrangement described herein is fair to
Imsco and similar to terms that would apply in an arm's-length transaction under
the circumstances.
5. MISCELLANEOUS. This agreement constitutes the entire agreement of
the parties pertaining to the subject matter hereof, and the parties have made
no agreements, representations or warranties relating to the subject matter of
this agreement that are not set forth herein or therein. This agreement may not
be modified, amended or waived in any matter except by an instrument in writing
signed by each of the parties hereto. The waiver by either party of compliance
with any provision of this agreement by the other party shall not operate or be
construed as a waiver of any other provision of this agreement, or of any other
breach by such party of a provision of this agreement. Neither party may assign
its rights or obligations hereunder. This agreement shall be governed by and
construed in accordance with the laws of the State of Delaware, without regard
to the conflicts of laws principles thereof. Neither party shall take any action
with the intention or result that such action directly or indirectly circumvents
the intentions or provisions hereof.
If the foregoing represents our agreement, please sign both copies of
this agreement where indicated below and return them to me.
Sincerely,
IMSCO TECHNOLOGIES, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx, Chief Executive Officer
APPROVED AND ACCEPTED THIS
5TH DAY OF JULY, 2001:
XXXXXXX INVESTMENTS, LLC
By: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx, Managing Member
