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Memorandum of Agreement
between
e-commerce group Inc.
and
Greenfield Ventures Ltd.,
for
e-commerce group Inc.
Corporate Introduction Services
Dated: 25/th/ October 1999
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Memorandum of Agreement
Participants
The participants of this memorandum are as follows:
1. E-commerce group Inc, formerly Xxxxxx International Resources Inc. a NASDAQ
Bulletin Board quoted company (ECGM(E) - formerly DIRI
2. Greenfield Ventures Ltd (GVL)
In each case their duly authorized officers represent the companies. The
confidentiality expressed throughout extends to all other officers and or
associates of the participating companies and further assumes that there are
already NDA's covering the confidentiality.
Objective
Once signed, this document will set out the detailed the terms of a contract
where Greenfield Ventures Ltd. will provide introduction to business acquisition
targets to e-commerce group Inc. on terms as specified within this contract. In
essence the introduction of symbiotic companies with e-commerce group Inc. where
significant mutual benefit could be achieved.
The terms set out in the enclosed are binding and form the basis of a legal
commitment by all the parties.
Greenfield Ventures (GVL)
. GVL is retained by the group for a period of three years
. The commencement date of the contract will be the date
of completion of the Private Placement of funds to ECGM
under the Offering Memorandum dated November 15/th/ 1999
issued by ECGM.
. This contract shall remain in force for the duration of
this contract unless one of the following situations
transpires:
. ECGM is acquired or merged with another group.
. ECGM goes into receivership, Chapter 11 or
liquidation or any other form of administration
within/by any of its operating groups or
subsidiaries
. GVL is acquired or merged with another group.
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[_] GVL goes into receivership, Chapter 11 or liquidation or any
other form of administration within/by any of its operating
groups or subsidiaries
[_] If by mutual agreement GVL has been unable to perform its duties
in accordance with the requirements of ECGM. In this case ECGM
reserves the right to appoint another agency to complete the
outstanding appointments without course to honor the balance of
the contract.
[_] GVL agrees to work diligently to always seek the very best calibre
partners and acquisition targets.
[_] It is clearly understood that the executive Management team has the
exclusive right of refusal to any target candidate offered by GVL for
any reason, or for no reason.
[_] It is further understood that the GVL will use its very best endeavors
to minimize the utilization of e-commerce group Inc.'s executive
management time without sound business reason and in line with the
companies specific brief on the types of acquisition targets.
[_] The commensurate fees and terms are as follows:-
[_] This contract is on a no expenses, no retainer basis.
[_] It is based on a completion fees only.
[_] Payments and or Share issuance will be effected within 60 days of the
signing of the completion documents and subsequent SEC or other
regulatory approval that may be required.
[_] Payment schedule for the successful completion of an acquisition by
e-commerce group Inc. being introduced to them by GVL is based on a
reverse Xxxxxx Scale as follows:-
[_] Net acquisition purchase price to $1M = 5%
[_] Net acquisition purchase price $1M - $3M = 3%
[_] Net acquisition purchase price $3M - $5M = 2%
[_] Net acquisition purchase price $5M+ = 1%
[_] All fees are in United States Dollars (US $'s)
[_] Minimum Fee = $25,000
[_] Fees can be paid in a mix of cash and company stock on the cash
equivalent basis of 50% cash and 50% stock. The issuing price of the
stock in this case will be based on the trading average of the stock on
the previous 90 days public trade. Any stock issued will be Preference
A stock and will be subject to the SEC regulations pertaining to this
type of stock issuance.
Exit Terms
The spirit of this agreement, as previously stated, is to move quickly to
the completion of the raising of finance under the Offering Memorandum,
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dated 1/st/ November 1999. Because of the level of expense incurred on the
promoting parties this agreement is binding save for the acceptable `Exit
Terms' listed below;
[_] The required funding is not made available within the timeframe
detailed in the Offering Memorandum, dated 8/th/ November 1999
[_] A period of 120 days has lapsed (from the date of signing this
agreement) prior to completion of the Offering Memorandum
In the case of failure to raise financing through the Offering Memorandum
this contract ceases to have any value and no compensation is due to any
party by the other.
The signatories of this Memorandum of Agreement, (e-com Corp Intro MOA)
hereby agree to voluntarily cooperate, according to their respective roles
and competencies and to conclude the project described above in a positive
and constructive manner for the benefit of all parties present and future.
Further they agree to conduct themselves within the framework of the
regulatory bodies where required.
Each party agrees that this forms a binding contract on the terms set out
herein agrees it.
Signed Signed Signed
/s/ X Xxxxxx /s/ Xxxx Xxxxxx
-------------------- ---------------------- --------------------
Print Name Print Name Print Name
Xxxxx Xxxx X X XXXXXX XXXX XXXXXX
Company Secretary
____________________ _______________________ ____________________
On behalf of: On behalf of: Witness thereof:
e-commerce group Inc. Greenfield Ventures Ltd. 000 Xxxxxxxxx
Xxxxxxx
Xxxxxxxxxxxxxxx
XX
XX00XX
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