EXHIBIT 10.15
ARTRA GROUP INCORPORATED
February 18, 1999
Xx. Xxxxxxx Xxxxxx
0000 Xxx Xxxxxxxxx
Xxxxxxxx Xxxxx, Xxx Xxxx 00000
Re: Finders Agreement
Dear Xx. Xxxxxx:
The purpose of this letter is to confirm our understanding and
agreement regarding a finder's fee that will be paid to you by ARTRA Group
Incorporated ("ARTRA") in the event that ARTRA or any of its affiliates
consummates a transaction (a "Transaction") by which ARTRA (or any such
affiliate) acquires certain assets of WorldWide Web NetworX Corporation
("WWWX"), specifically all of the assets formerly held by BarterOne LLC, a
Delaware limited liability company, and 25% of the capital stock of
XxxxXxxxx.xxx, Inc., a Delaware corporation (together, the "Assets").
It is understood and agreed that, if ARTRA or any of its affiliates
consummates a Transaction as aforesaid, ARTRA will pay to you a finder's fee
equal to $275,000 in cash or, at your option and instead of such cash payment,
ARTRA will issue to you 100,000 shares of unregistered common stock of ARTRA
("ARTRA Shares"). If you elect to accept ARTRA Shares instead of a cash fee,
ARTRA will use its good faith efforts to have the ARTRA Shares converted into
registered shares in connection with the Proposed Merger described below. The
foregoing fee will be paid (or such shares will be issued to you) at the closing
of a Transaction, and shall represent payment in full for all services provided
by you or any of your employees, agents, associates or affiliates to ARTRA or
any of its affiliates in connection with or related to the Transaction. You
represent and warrant that no other person or entity has or will have a claim
for any fee from ARTRA in connection with services provided by or through you or
any of your employees, agents, associates or affiliates, and you will defend,
indemnify and hold ARTRA and its affiliates, and their respective successors and
assigns, harmless with respect to any such claim.
ARTRA is presently negotiating the terms of an Agreement and Plan of
Merger (the "Proposed Agreement") by and among ARTRA, WWWX, NA Acquisition
Corp., a WWWX subsidiary and a Pennsylvania corporation ("NAAC"), and WWWX
Merger Subsidiary, Inc., a wholly owned subsidiary of NAAC (the "Merger Sub"),
pursuant to
Xx. Xxxxxxx Xxxxxx
Page Two
February 18, 1999
which NAAC would acquire the Assets from WWWX, ARTRA would be merged into the
Merger Sub, and all presently outstanding shares of ARTRA capital stock would be
converted into NAAC capital stock ("NAAC Stock") on a one-for-one basis (the
"Merger"). It is acknowledged and agreed that, if the Merger is approved by the
shareholders of ARTRA and WWWX and is consummated as contemplated by the
Proposed Agreement (the "Merger Closing"), the Merger will constitute a
Transaction, and your fee will be payable at the Merger Closing. In such event,
if you elect to receive the ARTRA Shares as your fee instead of the cash
payment, ARTRA will pay such fee with an equivalent number of shares of NAAC
Stock.
If this letter accurately reflects our agreement and understanding,
please sign the enclosed copy of this letter and return it to me.
Sincerely,
Xxxxx X. Xxxxxx
President and Chief Operating Officer
Agreed and accepted this 18th day of February, 1999.
/s/ Xxxxxxx Xxxxxx
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Witness Xxxxxxx Xxxxxx
S.S. #
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