Exhibit 10.1
CORAL CAPITAL PARTNERS, INC.
xxx.xxxxxxxxxxxx.xxx
November 9, 2001
Multinet International Corp., Inc.
Att.: Xxxxx Xxxx, President
0000 Xxxx Xxxxxx Xxx.
Xxxxx # 000
Xxx Xxxxx, XX. 00000
Re: Engagement for Consulting Services
Dear Xx. Xxxx:
This letter confirms our understanding and agreement between Coral Capital
Partners, Inc. ("Coral") and Multinet International Corp., Inc. ("the Client")
with regard to all matters described below, including, without limitation, the
matters described in the paragraph 1 as follows:
1. The Client hereby engages Coral as the Client's agent for the
purpose of providing corporate finance consulting and
financial advisory services to the Client regarding the
development and implementation of the companies business plan.
2. Coral hereby accepts the engagement described in paragraph 1
and, in connection with such engagement agrees to:
(a) provide a general business and financial analysis of
the Client's proposed business plan with respect to
the Business;
(b) assist in the formulation and evaluation of various
structural and financial alternatives;
(c) assist the Client in the preparation of the
appropriate documents related to the Client's fund
raising activities.
(d) assist the Client in identifying and evaluating
potential candidates to provide debt, equity or other
agreed upon financing for the Client; and
3. The Client shall make available to Coral all information
concerning the proposed Business which Coral reasonably
requests in connection with the performance of his obligations
hereunder. All such information provided by or on behalf of
the Client shall be complete and accurate and not misleading
in all material respects, and Coral may rely upon the accuracy
and completeness of all such information without independent
verification.
4. As compensation for the services rendered by Coral hereunder,
the Client shall pay Coral as follows:
(a) upon the signing of this engagement letter the Client
will issue Xxxx X. Xxxxxx 500,000 Class A Warrants,
each to purchase 1 voting common share of Multinet
International Corp., Inc.. at a price of $0.50/share,
and;
(b) upon the signing of this engagement letter the Client
will issue Xxxx X. Xxxxxx 500,000 Class B Warrants,
each to purchase 1 voting common share of Multinet
International Corp., Inc.. at a price of $1.50/share,
and;
(c) Both warrants mentioned in items (a), and (b) shall
be restricted and carry demand registration rights,
and;
(d) the Client agrees to register the shares underlying
both warrants with an effective registration
statement (either an X-0, XX-0 or S-8) as soon a
possible, and;
(e) both warrants shall have a redemption feature
designed to force their exercise if the common stock
closes above 150% of the exercise price for 30
consecutive trading days, and;
(f) the client will pay Coral a monthly cash fee of
$2,500 due at the signing of this contract, and at
the first of the next three (3) months for a total of
four (4) months and $10,000.
5. In consideration of Coral's services contemplated hereby, the
Client agrees to: (a) indemnify and hold harmless Coral
against any and all losses, claims, damages or liabilities to
which Coral may become subject arising in any manner out of or
in connection with the rendering of services by Coral
hereunder, unless it is finally judicially determined by a
court of competent jurisdiction that such losses, claims,
damages or liabilities resulted directly from the negligence,
bad faith, or willful misconduct of Coral; and (b) reimburse
Coral immediately for all reasonable legal or other expenses
reasonably incurred and actually paid by Coral in connection
with investigating, preparing to defend or defending any
lawsuits,
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claims or other proceedings naming him as a defendant and
arising in any manner out of or in connection with the
rendering of services by Coral hereunder.
6. The Client agrees: (a) that the indemnification and
reimbursement commitments set forth in paragraph 5 shall apply
whether or not Coral is a formal party to any such lawsuits,
claims or other proceedings; and (b) that if Coral is advised
in writing by counsel that there are one or more defenses
available to him that are different from in addition to those
available to the Client, that Coral is entitled to retain
separate counsel of his choice in connection with any of the
matters to which such commitments relate.
7. The Client and Coral agree that if any indemnification or
reimbursement sought pursuant to paragraph 5 judicially
determined to be unavailable for a reason other than the
negligence, bad faith or willful misconduct of Coral, then the
Client and shall contribute to the losses, claims, damages,
liabilities and expenses for which such indemnification or
reimbursement is held unavailable (I) in such proportion as is
appropriate to reflect the relative benefits to the Client on
the one hand, and Coral on the other hand, in connection with
the transactions to which such indemnification or
reimbursement relates, or (ii) if the allocation provided by
clause (I) above is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative
benefits referred to in clause (1) but also the relative
faults of the Client on the one hand, and Coral on the other
hand, as well as any other equitable considerations; PROVIDED,
HOWEVER, that in no event shall the amount to be contributed
by Coral pursuant to this paragraph exceed the amount of fees
actually received by Coral hereunder.
8. Except as contemplated by the terms hereof or as required by
applicable law or pursuant to an order entered or subpoena
issued by a court of competent jurisdiction, Coral shall keep
confidential all material non-public information provided to
it by the Client, and shall not disclose such information to
any third party, other than such of its advisors as Coral
determines to have a need to know.
9. In the event of consummation of any transaction contemplated
herein, Coral shall have the right to disclose its
participation in such transaction at its own expense,
including, without limitation, the placement of a "tombstone"
advertisements in financial and other newspapers and journals,
provided that it first submit a copy of any such
advertisements to the Client for its approval, which approval
shall not be unreasonably withheld or delayed.
10. This engagement will extend for twelve months from the date
hereof and shall renew automatically thereafter on a
month-to-month basis unless either party has given at least
ten (10) days' prior written notice to the other that it
desires to terminate this engagement; PROVIDED, HOWEVER, that
in the event of such termination, the Client shall be
responsible for the payment of fees under paragraph 4 for
transactions of the type contemplated by this agreement which
are concluded during the term hereof or within or within two
(2) years after the day of termination; and provided, further,
that the provisions of paragraphs 5, 6, and 7 shall survive
the termination of this letter and shall be binding upon any
successors or assigns of the Client.
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11. The terms and provisions of this letter are solely for the
benefit of the Client and Coral and their respective
successors, assigns, heirs and personal representatives, and
no other person shall acquire or have any right by virtue of
this letter. This letter shall be governed by, and construed
in accordance with, the substantive laws of the State of
Georgia without regard to the principle of conflicts of law,
and may be amended, modified or supplemented only by written
instrument executed by parties hereto.
12. The invalidity or unforceability of any provision of this
letter shall not affect the validity or enforceability of any
other provisions of this letter, which shall remain in full
force and effect.
13. This letter may be executed in counterparts, all of which
together shall constitute one agreement binding on all the
parties hereto, not withstanding that all such parties are not
signatories to the original or the same counterpart.
Sincerely,
/s/ Xxxx X. Xxxxxx
-----------------------------------------
Xxxx X. Xxxxxx/President
Coral Capital Partners
ACCEPTED AND AGREED, as of this
12th day of November, 2001:
/s/ Xxxxx Xxxx
--------------------------------------
Xxxxx Xxxx, President,
Multinet International Corp., Inc..
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