Exhibit 10.29
COMMISSION AGREEMENT
THIS COMMISSION AGREEMENT ("Agreement") is entered as of this 17th day
of December, 2001, by and between x-XxxXxxx.xxx dba Med Diversified ("MED"), on
the one part, and Societe Financiere du Seujet Limited and/or its designee
("SFSL") on the other part. MED and SFSL may hereinafter be collectively
referred to as the "Parties".
The Parties hereto hereby irrevocably and unconditionally agree to the
following:
1. As and for consideration to SFSL and its commission partners
in connection with the US $40M funding (the "US$40M Funding")
pursuant to the Short Form Convertible Debenture dated
December 28, 2001 (a copy of which is attached hereto as
Exhibit "A" and incorporated herein by reference), MED shall
pay a cash commission in the amount of Six Hundred Eighty
Thousand Dollars ($680,000) to SFSL and/or its designee (the
"US$680,000 Cash Commission") via wire transfer to the account
identified on Exhibit "B" attached hereto and incorporated
herein by reference, to be received by SFSL on or before
December 26th, 2001. MED hereby further agrees to issue and
deliver through the law offices of Manatt Xxxxxx, Los Angeles,
California, and to a representative as directed by SFSL, the
2,000,000 free-trading shares of MED, as previously agreed to
pursuant to the May 30, 2001 and November 28, 2001 agreements,
which receipt for the original restricted share certificates
was provided by MED to SFSL on December 17, 2001 (the "Free
Trading Shares").
2. MED hereby irrevocably and unconditionally agrees that it
shall receive no cash proceeds unless and until SFSL has
received all of the above mentioned consideration.
3. This Agreement shall be binding upon the Parties hereto and
their heirs, executors, successors and assigns.
4. This Agreement may not be modified, amended, altered or
supplemented except upon the execution of a written agreement,
executed by each of the Parties hereto.
5. If any provision of this Agreement is held to be invalid, void
or unenforceable as a matter of law, the remaining provisions
hereof shall nevertheless continue in full force and effect.
Page One of Two
6. This Agreement shall be governed by and construed in
accordance with Swiss laws.
7. This Agreement may be executed in separate counterparts, by
original and/or facsimile copy, each of which shall be deemed
an original, but all of which together shall constitute one
and the same instrument.
ACKNOWLEDGED, AGREED TO AND ACCEPTED THIS 17th DAY OF DEC., 2001.
SOCIETE FINANCIERE X-XXXXXXX.XXX DBA
DU SEUJET LIMITED MED DIVERSIFIED
By: By:
__________________________ __________________________________
Xxxxxxxx Xxxxxxx Xxxxx X. Xxxxxxxxxxxx, Xx.
Authorized Signatory Its President, Chief Executive Officer
And Vice Chairman
Authorized Signatory
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EXHIBIT "A" TO
COMMISSION AGREEMENT
US $40M CONVERTIBLE DEBENTURE
TO BE ATTACHED
EXHIBIT "B" TO
COMMISSION AGREEMENT
WIRE INSTRUCTIONS FOR PAYMENT OF $680,000 CASH COMMISSION TO SFSL TO BE RECEIVED
ON OR BEFORE DECEMBER 26th, 2001:
Northern Trust International Banking Corp. N.Y.
ABA No.: 000000000
Favor: Sofipriv
Account No.: 108258-20230
For further credit to: Societe Financiere du Seujet Limited
