[MET ADVISORS LETTERHEAD]
August 1, 2003
Xx. Xxxxx X. Xxxxxxxx President & CEO CirTran Corporation 0000 Xxxxx 0000 Xxxx
Xxxx Xxxxxx Xxxx, Xxxx 00000
Dear Xxxxx:
This letter agreement is intended to set forth the terms and conditions under
which MET Advisors, Inc. ("MET") will identify and provide detailed and in depth
information on suitable companies available for acquisition by CirTran, or
designated Corporation ("Client") and, assist in the negotiations leading to the
possible purchase of said company or companies by Client. MET agrees to maintain
and furnish Client on Client's request an accurate list of all submissions to
Client under this Agreement identifying the company submitted and the date of
submission to Client.
For the services to be executed under this Agreement, Client agrees to pay to
MET a Transaction Fee should Client successfully purchase a company or companies
introduced to Client by MET.
A. Transaction Fee. MET will be entitled to a "fee" (Transaction Fee) on the
completion of an acquisition, merger, joint venture, acquisition, or investment
transaction. The transaction fee to be paid in cash shall equal 5% of the total
transaction value.
In no event will the transaction fee be less than One Hundred Thousand Dollars
($100,000) upon completion of a transaction.
C. Expenses. The only other cost to the Client will be the out-of-pocket
cost of travel, lodging, research and meeting facilities. Such expenses
shall be approved in advance by the Client's management, itemized and
billed monthly.
A Transaction for purposes of this Agreement shall include
acquisition, merger, asset sale, or stock sale. Transaction Value, for purposes
of this Agreement, shall be defined as, the purchase price paid including but
not limited to, any cash, securities, credit arrangement, assets, promissory
notes, employment agreements for duties, covenants not to compete, leases, or
any other such agreement intended to convey value to the seller, its
shareholders, or its associates.
If the Transaction is a sale of assets combined with the
assumption by the purchaser of liabilities and/or debt, then the Transaction
Value shall include the amounts of fixed liabilities and debt. Securities are to
be valued at the fair market value thereof on the day preceding the consummation
of the Transaction or as otherwise agreed upon by Client and the seller.
Client acknowledges that in investigating and evaluating
prospective acquisition candidates identified through the efforts of MET it will
be relying on the results of its own due diligence review with regard to the
accuracy of any and all information and representations provided by said
candidate. MET will not undertake to independently verify the information
provided and will not make an appraisal of any of the assets of said company.
Client acknowledges that the method of ownership transfer will be structured as
agreed by Client and the acquisition candidate for their convenience and with
the advice of counsel as appropriate; the cost of such counsel and other
advisory services and closing expenses will not be an obligation of MET.
A Professional Intermediary Firm
Page 2, Xx. Xxxxx X. Xxxxxxxx, CirTran Corporation August 1, 2003
It is further agreed to and understood that this Agreement
applies only to those companies that are not contractual clients of MET. In
those instances whereby MET is representing a client for sale, and introduces
said client to Client, any and all fees that are due or shall become due will be
sole responsibility of the client from whom MET has obtained a sell-side
Agreement. MET will prior to introduction, notify Client as to the status of
each prospective acquisition candidate and the fee arrangement involved.
Client and MET agree that should any controversy or claim
arising out of or relating to this agreement, or breach thereof, shall be
settled by arbitration, at Los Angeles County, California, in accordance with
the Commercial Arbitration Rules of the American Arbitration Association, and
judgment upon the award rendered by the Arbitrator(s) may be entered in any
court having jurisdiction thereof. Absent good cause, such arbitration shall be
held within sixty days (60) days after notice of arbitration is served on either
party and the prevailing party shall be entitled to recover its legal fees and
costs of arbitration from the other party.
This agreement and Authorization Period will commence on the
date of Client acceptance of this Agreement, and will continue until terminated,
but in no event can this agreement be terminated prior to December 31, 2003.
This Agreement shall be binding on, and shall inure to the
benefit of the parties to it and their respective heirs, legal representatives,
successors, and assigns. This Agreement shall be construed in accordance with,
and governed by the laws of the State of California.
This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together constitute
one and the same instrument.
The waiver or failure of any party to exercise in any respect
any right provided for herein shall not be deemed a waiver of any further right
hereunder either with respect to the same term or any other, nor shall any
waiver or failure of any party to exercise in any respect any right provided for
herein be construed, or subject to construction, as precedence for any similar
occurrence or set of facts.
IN WITNESS WHEREOF, The parties hereto, intending to be legally bound, have
executed this Agreement as of the first date indicated below. We at MET
Advisors, Inc. look forward to being of service to you.
Sincerely,
/s/ Xxxx X. Xxxxxx
Xxxx X. Xxxxxx
President
CONFIRMED AND ACCEPTED:
/s/ Xxxxx X. Xxxxxxxx
Xx. Xxxxx X. Xxxxxxxx President & CEO CirTran Corporation
By: Date
