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EXHIBIT 20(3)
FINANCIAL SERVICES AGREEMENT
CAPITAL AMERICAN ASSOCIATES, INCORPORATED
AND
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This Agreement, entered into this _____________ day of ______________, 1997 by
and between Capital American Associates, Incorporated (hereinafter referred to
as "Capital") and ____________________________ (hereinafter referred to as
"Client").
WITNESSETH AS FOLLOWS:
Whereas, Capital is organized to provide capital-financial and business
development services, and;
Whereas, Client is a business organization interested in purchasing the
services of Capital;
NOW, THEREFORE, it is agreed between the parties as follows:
SECTION I: SERVICES PROVIDED BY CAPITAL
A. Review Client's past business and individual records, documents,
reports and business-financial plan.
B. Draft and prepare a business plan document for the review and approval
of Client.
C. Prepare documents for submittal to government agencies for guarantees
and credit insurance to enable financing for Client.
D. Identify business and financial resources and advise Client on the
following:
1. Investors, Lenders, Surety Companies and Financing Groups
2. Government Guarantees, Credit Insurance and Private Guarantors
3. Financial, Capitalization and Business Development Strategies
E. Make business and financial presentations at the direction and
instruction of Client. Such activity will only be conducted subject to
final and written approval of Client.
F. Work with Client's representatives to define best alternatives for
business and financial development.
G. Communicate regularly with Client's representatives to advise on
development of business and financial alternatives. Maintain an "on
call" position with Client during the term of this contract.
SECTION II: FEES
Client agrees to compensate Capital for services and expenses on a transaction
by transaction basis as is approved by the parties.
Fee agreements on transactions are to be made as ADDENDUMS to this Agreement
and require prior approval by the parties.
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SECTION III: GENERAL CONDITIONS
A. Capital is to use its best-efforts to perform the services as provided
in Section I of this Agreement.
B. Client agrees to allow Capital reasonable access to Client's place of
business, books, records and documents to permit Capital to perform its
services as completely as possible.
Client further agrees to cooperate with Capital on all reasonable
requests made by Capital in the performance of this contract.
C. Client understands and acknowledges that Capital has made no express or
implied warranties apart from this Agreement.
SECTION IV: CONCLUSION
This Agreement, executed in duplicate, shall remain in effect for five (5)
years from the date of signing. It sets forth the entire contract between the
parties and may be canceled, modified or amended only by a written instrument
executed by each of the parties thereto.
This Agreement shall be construed as a Texas Contract.
Witness: the hand and seals of the parties hereto, each duly authorized, the
day and year first written above.
BY:
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CLIENT
BY:
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CAPITAL AMERICAN ASSOCIATES, INC.
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ADDENDUM ECI
EXPORT CREDIT INSURANCE AND FINANCIAL SERVICES
SCHEDULE OF FEES AND EXPENSES
This Addendum is made a part of the Financial Services Agreement between Client
and Capital American Associates, Inc. dated ____________, 1997 and shall run
concurrently with said agreement.
1. Application and Financial Documentation Preparation
(Due at signing of Financial Services Agreement) $650
2. Preparation of packages for presentation to banks,
lenders, and investors. Per presentation fee (Due
with presentation as approved by the Client and
presented) $275
3. Credit Insurance Placement Fee is one percent (1%) of the amount of
coverage placed. (Due when coverage is accepted by the Client)
4. Placement Fee. Based on one percent (1%) of the amount of funding obtained
funding by sources presented by Capital American. (Due at funding)
5. Client agrees to reimburse Capital American for expenses incurred on
behalf of Client and Client's project, subject to expense having the prior
approval of Client.
DATED:
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BY: CLIENT
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BY: CAPITAL AMERICAN ASSOCIATES, INC.
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