Exhibit 10.26
BRIGHTON CAPITAL, LTD.
0000 Xxxxxxx Xxxx Xxxx
Xxxxx 000
Xxx Xxxxxxx, XX 00000
(000) 000-0000; Fax: (000) 000-0000
February 4, 2004
Xx. Xxx Xxxxxx, Chief Executive Officer
NuTech Digital, Inc.
0000 Xxxxxx Xxx.
Xxx Xxxx, XX 00000
Re: NuTech Digital, Inc.
Dear Xx. XxXxxxxx:
This letter (the "Agreement") shall confirm the non-exclusive finder's
arrangement between Brighton Capital, Ltd. ("Brighton") and NuTech Digital, Inc.
("NTDL") in the event that NTDL proceeds with a debt and/or equity transaction
("Transaction(s)") with a party introduced by Brighton. There is no obligation
to consummate any Transaction and NTDL can choose to accept or reject any
Transaction in its sole and absolute discretion. NTDL acknowledges that there is
not guaranty or assurance that any Transaction will take place and that the
final legal documentation may contain terms that vary with those set forth on
any term sheets. In the event that a Transaction(s) occurs, NTDL agrees to pay
Brighton the following at each close(or at Brighton's request, NTDL shall direct
the investor to pay the fees directly to Brighton) in cash, 5% of all cash
amounts received. In addition, Brighton shall receive 50,000 warrants for every
$100,000 funded on a pro rata basis. The exercise price, terms and conditions of
the warrants shall be identical to those of the investor. NTDL shall reimburse
Brighton for all pre-approved expenses upon presentation of an invoice
regardless if a Transaction is consummated.
NTDL agrees to indemnify and hold harmless Brighton and its affiliates,
directors, officers, shareholders, employees and agents (the "Indemnified
Parties") against any and al losses, claims, damages or liabilities, joint or
several, including attorneys' fees, to which the Indemnified Parties may become
subject, arising out of or related to actions taken or omitted to be taken by an
Indemnified Parties in connection with any service rendered, or any Transaction
or proposed Transaction contemplated, or any Indemnified Party's role in
connection therewith. In this regard, and without limitation, NTDL acknowledges
that Brighton is not responsible for the actions of the parties introduced by
Brighton or their agents. NTDL acknowledges that none of the Indemnified Parties
is acting as broker/dealer, attorney, accountant, or financial advisor to NTDL
and that NTDL will seek its own professional advice with respect to the
Transaction. Brighton and NTDL agree that the obligations of each of the parties
are solely corporate
obligations, and that no officer, director, employee, agent or shareholder of
either party shall be subjected to any personal liability whatsoever to any
person, nor will any claim for liability or suit be asserted by, or on behalf
of, either Brighton or NTDL. In no event shall Brighton be liable to NTDL and
NTDL be liable to Brighton whether a claim be in tot, contract or otherwise for
any amount in excess of the total amount paid by NTDL to Brighton under this
Agreement. In the event of any dispute between the parties hereto, the parties
agree to resolve all matters in biding arbitration before the American
Arbitration Association in Los Angeles, CA with the prevailing party entitled to
reasonable attorneys' fees and costs. NTDL agrees not to mention the name of
Brighton or its agents in any press release or news announcement without the
express written consent of Brighton.
Please acknowledge your agreement to the terms of this Agreement by executing a
copy of this letter where indicated below and returning it to us by fax at
000-000-0000. Please call me on my private line at 000-000-0000 if you have any
questions.
By: Brighton Capital, Ltd. By: NuTech Digital, Inc.
/s/Xxx Xxxxxx
--------------------------- ------------------------------
Xxxxxxx X. Xxxxx, President Xxx Xxxxxx, Chief Executive
Officer
