FINDER FEE AGREEMENT
THIS FINDER FEE AGREEMENT (this "Agreement") is made and entered this
15th day of November 2002 by and between XXXX XXXXXX, an individual
("Finder") and VOYAGER ENTERTAINMENT INTERNATIONAL, INC., a North Dakota
corporation ("Borrower"), sometimes hereinafter referred to individually as
a "Party" or collectively as the "Parties."
R E C I T A L S
WHEREAS, Finder has assisted in the financial arrangement whereby Xxx
Xxxxx ("Lender") is willing to make available to Borrower a credit facility
in the form of a line of credit in the total amount of TWO MILLION FIVE
HUNDRED THOUSAND DOLLARS (U.S. $2,500,000) (the "Line of Credit") subject and
pursuant to all of the covenants, conditions and provisions of those certain
agreements entitled "Loan and Security Agreement" and the "Revolving
Promissory Note" (collectively the "Loan Documents") executed concurrently
herewith.
NOW, THEREFORE, in consideration of the foregoing recitals and the
extension of credit by Lender to Borrower and other consideration, the
parties agree as follows:
1. Finder Fee.
1.1. Upon the disbursement of the first FIVE HUNDRED THOUSAND
DOLLARS (U.S. $500,000) by Lender to Borrower pursuant to the terms and
conditions of the Loan Documents, Borrower shall deliver to Finder TWO
HUNDRED FIFTY THOUSAND (250,000) shares of common stock of Voyager
Entertainment International, Inc., to which Rule 144 of the securities laws
apply;
1.2. Upon the availability of the disbursement above the first FIVE
HUNDRED THOUSAND DOLLARS (U.S. $500,000) by Lender to Borrower pursuant to
the terms and conditions of the Loan Documents, Borrower shall deliver to
Finder ONE MILLION (1,000,000) shares of common stock of Voyager
Entertainment International, Inc., to which Rule 144 of the securities laws
apply; and
1.3. Upon the payment by Borrower to Lender of all amounts due
under the Loan Documents, which is to occur on or before February 15, 2003,
pursuant to the terms and conditions of the Loan Documents, Borrower shall
pay to Finder ONE HUNDRED THOUSAND DOLLARS (U.S. $100,000).
2. Entire Agreement. This Agreement, together with any written
instruments or documents that are referred to in or part of this Agreement,
is the final expression of the understanding of Finder and Borrower
concerning the subject matter of this Agreement and may not be altered or
amended except with the written consent of each of the parties and may not be
contradicted by evidence of any alleged oral agreement.
3. Change in Name or Form. The liability of Borrower hereunder will
not be affected by a change in the name of Borrower or a change in the form
of Borrower by reason of merger, acquisition or consolidation or by a change
in the type or nature of business carried on by Borrower or any sale, lease
or transfer of any or all of the assets or stock of Borrower.
4. Termination. Borrower or Finder may cancel this Agreement at any
time as to future transactions but any such cancellation will not affect the
obligations of Borrower to Finder with respect to Loan Documents.
5. Jurisdiction and Governing Law. This Agreement was negotiated in
Utah. Borrower and Finder agrees to submit to the jurisdiction of a court in
Utah to resolve disputes arising under this Agreement. This Agreement shall
be construed and governed by the terms of Utah law.
6. Time. Time is of the essence of this Agreement.
7. Legally Binding. The parties acknowledge that this is a legally
binding Agreement and that each have entered into this Agreement having had
the opportunity to fully review the terms hereof in consultation with legal
counsel. This Agreement shall be binding upon and inure to the benefit of
the respective heirs, executors, administrators, successors and assigns of
the parties. Finder may not assign this Agreement or any of its rights
without the prior written consent of Borrower.
8. Enforceability. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall be ineffective to the
extent of such prohibition or unenforceability in such jurisdiction only and
will not invalidate or render unenforceable any other provision of this
Agreement.
9. Paragraph Headings. the paragraph headings are for convenience
only and will not affect the construction hereof.
10. Notices. All notices, demands, correspondence, copies of
correspondence or other documents which are required or permitted to be given
or served hereunder shall be in writing and will be deemed to be served
seventy-two (72) hours after deposit in First Class United States Mail,
postage prepaid and addressed to the parties as follows:
FINDER: Xxxx Xxxxxx
0000 Xxxxx Xxxxxxx Xxxx.
Xxxxx 000
Xxxx Xxxx Xxxx, XX 00000
BORROWER: Voyager Entertainment International, Inc.
0000 Xxxx Xxxx Xxxxxx
Xxx Xxxxx, XX 00000
Attn.: Xxxxxxx Xxxxxxxx, Xx.
[Remainder of page left intentionally blank]
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered as of the date and year first above written.
FINDER:
/s/ Xxxx Xxxxxx
____________________________________
XXXX XXXXXX
BORROWER:
VOYAGER ENTERTAINMENT INTERNATIONAL,
INC., a North Dakota corporation
By:/s/ Xxxxxxx Xxxxxxxx
Its:President
