AGREEMENT
1. R&F ADVISORS (RF), with its principal place of business in Phoenix, AZ, is an
advisory group consisting of Xxxxxx Xxxxxxxx and Xxxxx Xxxxx. It is engaged in
the business of advising and assisting companies as well as arranging financing.
The financing may be in the form of loans, merger, an equity investment by one
or more investors, or other transactions wherein the company receives funding
through a combination of the above ACCORD ADVANCED TECHNOLOGIES, INC. (XXXX),
with its principal place of business in Tempe, AZ, desires to retain RF as its
Advisor to assist in Mergers and Acquisitions, Business Planning, Due Diligence
Strategic Plan and to arrange financing to meet present and future needs. The
primary capital raise is to secure a $6 million private placement to be used for
the continuous expansion and operation of the subsidiary company Accord SEG.
2. RF agrees to respect the confidentiality of all financial, operational, and
product information which it may receive from time to time from XXXX, and agrees
not to disseminate any such information to any candidate without securing the
prior written consent of XXXX and without securing the prior written agreement
of confidentiality, if needed, from a designated candidate. RF will, on a
monthly basis, advise XXXX as to the name and progress on each funding
candidate.
3. This Agreement shall remain in effect from the date of execution for a period
of six months unless canceled by either party with 30 days written notice. Upon
the termination of this Agreement. RF agrees to provide XXXX a list of all
parties contacted on behalf of XXXX by RF and the status of any negotiations,
which may have commenced. RF shall continue to assist XXXX in the negotiation
and completion of any pending transaction begun during the term of this
Agreement and shall receive the full success fee as hereinafter set forth.
4. Should, within a period of twelve months, subsequent to the termination of
this Agreement, XXXX completes a transaction with a party introduced by RF to
XXXX a fee of 10% of the total value of the amount raised shall be the maximum
amount remitted to RF, or another advisor, or a combination of advisors who
assist XXXX to close said transaction with a party introduced by RF.
5. For the purpose of this Agreement, the term "financing" includes, but is not
limited to, any loans made to or for the benefit of XXXX or its affiliate,
proceeds or consideration paid to or on behalf of or for the benefit of XXXX or
its affiliate, for any stock or securities warrants, options or rights to
acquire stock or securities or to make loans to or its affiliate, and any other
sums of money, proceeds or other consideration paid to or received by or on
behalf of or for the benefit of XXXX or its affiliate.
6. RF's fee for services shall be a contingent fee of 10% of the value of the
funding for any funding sources introduced to XXXX by RF, payable upon the
successful closing of the transaction. The contingent fee will be based upon the
total transaction value even if the funding is staggered, which is defined to
include cash, notes, cancellation or the express assumption of debt in
connection with a purchase of assets, and the then-current US dollar value of
any other consideration. The fee shall be paid in cash or a combination of cash
and stock as agreed to by RF and shall be paid by XXXX to RF upon receipt of the
funding by XXXX. Furthermore, RF shall be granted an Option to purchase a
mutually agreed upon number of common shares of XXXX at a price not to exceed
the price per share paid by the investor introduced to XXXX by RF.
7. RF, upon request, shall also assist in the arrangement of debt financing, as
needed by XXXX. RF shall receive a fee of 3% of any funds received by XXXX,
which shall be payable at the time said debt financing is received. A fee of 3%
of the total value of the debt amount raised shall be the maximum remitted to
RF, or another advisor, or a combination of advisors who assist XXXX to close
said transaction with a party introduced by RF.
8. XXXX agrees to indemnify and hold RF and its affiliates harmless from and
against all losses, claims, damages, liabilities, costs or expenses, including
those resulting from any threatened or pending investigation, action, proceeding
or dispute whether or not RF is a party to said activity, arising out of RF's
entering into or performing services under this Agreement, or arising out of any
matter referred to in this Agreement. The indemnity herein set forth SHALL NOT
APPLY WHERE A COURT OF COMPETENT JURISDICTION HAS MADE A FINAL DETERMINATION
THAT RF ACTED IN A GROSSLY NEGLIGENT MANNER OR ENGAGED IN WILLFUL MISCONDUCT IN
THE PERFORMANCE OF ITS SERVICES WHICH GAVE RISE TO THE LOSS, CLAIM, DAMAGE,
LIABILITY, COST OR EXPENSE SOUGHT TO BE RECOVERED.
9. Any controversy arising from the terms of this Agreement shall be submitted
to and settled by arbitration in accordance with the American Arbitration
Association-Commercial Arbitration, which shall be binding and conclusive upon
the parties to such arbitration and judgment thereon may be entered in any court
of competent jurisdiction.
10. This Agreement shall be governed by and construed in accordance with the
laws of the State of Arizona.
IN WITNESS WHEREOF, the parties hereto have executed this agreement, consisting
of three pages and ten paragraphs as of the date written below.
Date 3/1/98 R&F ADVISORS
By: /s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx
Date 3/1/98 ACCORD ADVANCED TECHNOLOGIES, INC.
By: /s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx, President
