AGREEMENT
AGREEMENT made on this 26th day of June, 2000, by and between AVALON
RESEARCH GROUP, INC. ("AVALON") and CAVION TECHNOLOGIES, INC. ("CAVN").
1. THE PARTIES
1.1 CAVN, a corporation, with its principal office at 0000 Xxxxx
Xxxxxx Xx., Xxxxxxxxx, XX 00000 (tel: (000) 000-0000; fax: (720) 875-
1907).
1.2 AVALON, a corporation with its principal office at 0000 Xxxxxx
Xxxx, Xxxxx 000, Xxxx Xxxxx, Xxxxxxx 00000 (tel: (000-000-0000; fax: 561-
000-0000; email: xxxxxxxxxx@xxxxxxxxxxxxxx.xxx).
1.3 The persons executing this Agreement represent that they have
full and complete authority to do so and has been designated to do so by
their respective Board of Directors.
2. THE AGREEMENT
2.1 CAVN seeks a purchaser of all or part of a private placement
offering ("Offering"). The Offering shall be for any combination of
equity and/or debt on terms and conditions satisfactory to CAVN. As a
result of the introduction made through AVALON to a buyer of the Offering
(referred to herein as "INVESTORS") or any related entity under INVESTORS'
control, should the Offering be closed with INVESTORS, CAVN shall owe
AVALON the fees described herein. Should CAVN close on any introduced
transactions under this Agreement, that in itself shall serve as proof
that the Offering met the terms and conditions that were satisfactory to
CAVN.
2.2 It is acknowledged by CAVN that: AVALON has acted solely as a
finder and not in any manner regarding the merits of this or any other
transaction; CAVN has consulted its own counsel on all aspects of this
Offering and has done its own due diligence to its satisfaction; AVALON
has not made any representations to CAVN.
2.3 AVALON is a NASD broker/dealer and NASDAQ Market Maker.
INVESTORS may be clients of AVALON. AVALON may engage in transactions in
the securities of CAVN from time to time on an agency or principal basis.
AVALON, or persons associated with it, may have positions in CAVN or trade
in CAVN securities, and may make further purchases or sales while AVALON
is performing under this agreement or thereafter.
2.4 CAVN shall be under no obligation to pay any fee or other monies
whatsoever to AVALON on account of this Agreement unless (a) the purchase
of the Offering contemplated by this Agreement has closed with INVESTORS
and (b) the purchase of the Offering has resulted from the introduction by
AVALON to CAVN of INVESTORS.
3. THE FEE
3.1 In consideration of its services, AVALON shall be paid by CAVN a
cash sum equal to Eight Percent (8%) of all funds raised upon by the
closing of the transaction. The term "funds raised" shall include all
funds due to CAVN under the Agreement between CAVN and INVESTORS.
3.2 In addition to the cash fee in paragraph 3.1, AVALON shall be
granted common stock purchase warrants ("Warrants") in an amount equal to
Eight Percent (8%) coverage of the gross funds raised. The Warrants shall
be granted to AVALON under the same terms and conditions as those Warrants
granted to INVESTORS. In the event that the INVESTORS are not granted
Warrants, AVALON shall be granted Warrants with an exercise price of 120%
of the closing price of CAVN common stock on the day prior to the closing
of the transaction with a five year life from the date of issue.
3.3 The fee and Warrants due to AVALON shall be payable to AVALON
through an escrow account at closing at the same time as the funds are
released to CAVN and the stock certificates are released to INVESTORS.
3.4 Notwithstanding the closing of an offering under this Agreement,
this Agreement will survive and continue to be in full force and effect
covering any subsequent transaction(s) that may close with INVESTORS
within the one year period commence on the date of this agreement.
4. OTHER
4.1 In the event of any dispute between CAVN and AVALON arising
under or pursuant to the terms of this Agreement, the same shall be
settled only by arbitration in the County of Palm Beach, State of Florida,
in accordance with the rules and regulations of the American Arbitration
Association. The determination of the arbitrators shall be final and
binding upon CAVN and AVALON and may be enforced in any court of
appropriate jurisdiction.
4.2 This Agreement shall be construed by and governed under the laws
of the State of Florida.
4.3 This Agreement contains the entire agreement between AVALON and
CAVN concerning the introduction of INVESTORS to CAVN and correctly sets
forth the rights and duties of each of the parties to each other. Any
agreement or representation concerning the subject matter of this
Agreement or the duties of AVALON to CAVN in relation thereto, not set
forth in this Agreement, is null and void.
IN WITNESS WHEREOF, the parties have signed this Agreement on the
date first written above.
CAVION TECHNOLOGIES, INC.
By:/s/ Xxxxxxxx Xxxxx
Chief Financial Officer
AVALON RESEARCH GROUP, INC.
By:/s/Xxx Xxxxxxxxx
XXX XXXXXXXXX
General Counsel
