EXHIBIT 10.12
AGREEMENT
This agreement is made this 1st day of December, 1995, by and between Virtual
Mortgage, Inc., a Nevada corporation (the "Company"), and American Growth
Capital Corporation, a Nevada corporation ("AGCC").
WHEREAS the Company has issued a Confidential Private Placement Memorandum
(the "PPM") for its issue of One Million Shares of Series A Convertible
Preferred Stock (the "Stock"), and
WHEREAS the Company has asked for AGCC to assist the Company in marketing shares
of the Stock pursuant to the terms of the PPM,
THE PARTIES HEREBY AGREE that
AGCC shall be entitled to market shares of the Stock to investors who may
qualify to purchase those shares pursuant to the terms of the PPM.
AGCC shall receive, from the proceeds of any such sale of the Stock to any
investor who is introduced to the Stock by AGCC, a maximum fee equal to
TWENTY-THREE and ONE HALF PERCENT (23.5%) of the purchase price of all shares
sold to that investor.
This Agreement does not supersede any previous agreements between the parties
concerning the PPM. In the event of a question as to the party responsible for
introducing an investor to the Stock, written statements from the investor to
AGCC shall be conclusive evidence of AGCC's entitlement to the fee described
above.
The Company, not AGCC, is responsible for ensuring that the investor is an
Accredited Investor, as that term is described in the PPM, as is, therefore, a
suitable investor.
IN WITNESS WHEREOF, the parties have executed this agreement on the date first
written above.
The Company: American Growth Capital Corporation:
By: /s/ Xxxxxxx Xxxxxx By: /s/ Xxxxx Xxxxxx
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Xxxxxxx Xxxxxx Xxxxx Xxxxxx
Its: C.E.O. Its: President
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