Exhibit 10.1
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AGREEMENT
This Agreement (the "Agreement") is made and entered into effective as
of the 27th day of January 2003, among TELS Corporation, a Utah corporation
("TELS"); Strategic Futures and Options, Inc., a Minnesota corporation and
wholly-owned subsidiary of TELS; ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, and individual ("▇▇▇▇▇▇");
and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, an individual ("▇▇▇▇▇▇"). The parties to this Agreement are
sometimes referred to herein individually as a "Party" and collectively as the
"Parties."
RECITALS
WHEREAS, on or about August 16, 2002, the board of directors of SFO
adopted resolutions generally stating that in consideration for the services
provided to SFO by ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ in introducing SFO to TELS and providing
assistance in connection with TELS acquisition of SFO (the "Transaction"), SFO
would cause TELS to enter into a standard registration rights agreement
providing for the registration for resale under the Securities Act of 1933, as
amended, at TELS' expense, of the TELS shares to be received in the acquisition
by ▇▇▇▇▇▇, ▇▇▇ Postma, Rowland, ▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ Diversified Services,
Inc.; and
WHEREAS, TELS has determined that it is not eligible to utilize a Form
S-3 registration statement for the resale of such shares and believes the
registration of such shares on an alternative form would be unreasonably
expensive, particularly in light of the relatively short holding period for such
shares under Rule 144; and
WHEREAS, ▇▇▇▇▇▇ has agreed to release and relinquish any right he may
have to receive compensation from TELS or SFO for finder's services provided to
SFO; and
WHEREAS, ▇▇▇▇▇▇ has agreed to accept cash compensation from TELS in
lieu of such registration rights;
NOW, THEREFORE, in consideration of the mutual covenants to be
performed and benefits to be received hereunder, the parties agree as follows:
1. Waiver of Rights by ▇▇▇▇▇▇. ▇▇▇▇▇▇ hereby releases and relinquishes
any right he may have to receive compensation from TELS or SFO for finder's
services rendered in connection with the Transaction.
2. Payments to ▇▇▇▇▇▇. In full consideration for finder's services
rendered by ▇▇▇▇▇▇ in connection with the Transaction, TELS agrees to pay ▇▇▇▇▇▇
a total of $14,000, which shall be payable in seven equal monthly installments
of $2,000 each. The first installment shall be due and payable upon the
execution of this Agreement, and subsequent installments shall be due and
payable on the fifteenth day of each of the six succeeding calendar months. Such
payments shall be delivered to ▇▇▇▇▇▇ at the address set forth in the "Notices"
section of this Agreement below. Any payment not received by ▇▇▇▇▇▇ within five
(5) days of its due date shall be deemed delinquent and shall cause TELS to be
in default in its obligations under this Agreement. ▇▇▇▇▇▇ hereby accepts such
compensation in lieu of registration rights with respect to TELS shares held by
▇▇▇▇▇▇, ▇▇▇▇▇▇, and their associates, and hereby waives and relinquishes any
right he or such associates may have with respect to the registration of such
shares.
3. Notices. Any notices or other communications required or permitted
hereunder shall be sufficiently given if: personally delivered; sent by
registered or certified mail, return receipt requested; or sent by express
delivery through a nationally recognized company that provides confirmation of
delivery; in each case addressed as follows:
If to the Corporation or SFO, to:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
President
Strategic Futures and Options, Inc.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
1
If to ▇▇▇▇▇▇, to:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇.▇. ▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
If to ▇▇▇▇▇▇, to:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
or such other addresses as shall be furnished in writing by any party in the
manner for giving notices hereunder, and any such notice or communication shall
be deemed to have been given as of the date received.
4. Attorney's Fees. In the event that any Party institutes any action
or suit to enforce this Agreement or to secure relief from any default hereunder
or breach hereof, the breaching Party or Parties shall reimburse the
non-breaching Party or Parties for all costs, including reasonable attorneys'
fees, incurred in connection therewith and in enforcing or collecting any
judgment rendered therein.
5. Miscellaneous. The terms, covenants and conditions herein contained
shall be binding upon and inure to the benefit of the Parties and their
respective heirs, successors, transferees and assigns. No Party may assign this
Agreement or any rights hereunder to anyone except with the prior written
consent of the other Parties. This Agreement constitutes the entire agreement
between the Parties with respect to the subject matter hereof and may only be
modified by a subsequent writing executed by all Parties hereto. If any term,
covenant, condition or agreement of this Agreement or the application of it to
any person or circumstance shall to any extent be invalid or unenforceable, the
remainder of this Agreement or the application of such term, covenant, condition
or agreement to persons or circumstances, other than those as to which it is
invalid or unenforceable, shall not be affected thereby, and each term,
covenant, condition or agreement of this Agreement shall be valid and shall be
enforced to the extent permitted by law. Time is expressly made of the essence
of all the provisions of this Agreement. This Agreement shall be interpreted and
construed only by the contents hereof, and there shall be no presumption or
standard of construction in favor of or against either Seller or Buyer. This
Agreement shall be construed and enforced in accordance with, and governed by,
the laws of the state of Minnesota. The individuals executing this Agreement on
behalf of corporate entities represent and warrant that they have the power and
authority to do so, and to bind the entities on whose behalf they are executing
this Agreement.
6. Counterparts. This Agreement may be executed in any number of
counterparts, and each of such counterparts shall for all purposes be deemed to
be an original.
Dated effective as of the date first written above.
The Company: SFO:
TELS Corporation Strategic Futures and Options, Inc.
A Utah Corporation A Minnesota Corporation
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇. By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
President and CEO President and CEO
▇▇▇▇▇▇: ▇▇▇▇▇▇▇:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
An Individual An Individual
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