EXHIBIT 4.27
September 5, 2001
Esynch Corporation
00000 Xxxxxx Xxxxxx
Xxxxxx, XX 00000
Dear Xx. Xxxxxxxxx:
This agreement ("the Agreement") will confirm the
understanding between Esynch Corp. (which together with its
subsidaries and affiliates is referred to herein as the
"Company") and Xxxxx X. Xxxxxx (XXXXXX), pursuant to which
the Company has retained XXXXXX, on the terms and subject to
the conditions set forth herein, to act as its non-exclusive
financial advisor.
1. Retainer. The Company hereby retains XXXXXX, and
XXXXXX agrees to act, as the Company's non-exclusive
financial advisor during the Term (as defined below).
XXXXXX agrees to advise and assist the Company with (i)
general strategic planning and corporate finance matters,
(ii) effecting acquisition transactions, which may include
identifying and evaluating acquisition opportunities and
participating in the negotiations with potential candidates
("Acquisition Candidates") on behalf of the Company, and
(iii) positioning the Company within the financial
community. As used in this letter the term "acquisition
transactions" means (a) any merger, consolidation,
reorganization or other business combination pursuant to
which the business of any acquisition candidate is combined
with that of the Company or a subsidiary of the Company or
(b) the acquisition, directly or indirectly, by the Company
of all or part of the capital stock, or all or part of the
assets, of the acquisition candidate by way of tender or
exchange offer, negotiated purchase or otherwise.
2. Compensation. In payment for services to be rendered
hereunder by XXXXXX, the Company agrees to pay XXXXXX as
follows:
A. The Company shall pay to XXXXXX a one time retainer
obligation of 150,000 shares of the company common stock
upon the date of execution of this Agreement.
3. Other Agreements.
A. Term. The term of this Agreement will run until the
first anniversary of the date of this Agreement (the
"Term");
B. Affiliate Services. In connection with the services to
be provided hereunder, XXXXXX may employ the services of its
affiliates. XXXXXX may share with any of its affiliates and
such affiliates may share with XXXXXX any non-public
information related to the Company or any matters
contemplated hereby. The term "affiliate" as used herein
shall have the meaning ascribed to such term in the rules
and regulations promulgated under the Securities Exchange
Act of 1934, as amended.
C. Use of Name. The Company agrees that any references to
XXXXXX or its affiliates made in connection with services
provided or to be provided under this Agreement are subject
to XXXXXX'x prior approval.
D. No Rights in Shareholders, Etc. The Company
recognizes, acknowledges and agrees that XXXXXX has been
retained only by the Company, and that the Company's
engagement of XXXXXX is not deemed to be on behalf of and is
not intended to confer rights upon any shareholder, owner or
partner of the Company or any other person not a party
hereto as against XXXXXX or its affiliates or their
respective directors. officers, agents, employees or
representatives. Unless otherwise expressly agreed, no one
other than the Company is authorized to rely upon the
Company's engagement of XXXXXX or any statements, advice,
opinions or conducted by XXXXXX.
E. Information. The Company agrees to furnish DALTON with
such information as XXXXXX reasonably requests in connection
with its engagement hereunder. The Company represents and
warrants that any such information provided by the Company,
including, without limitation, any information included in
any information or disclosure memorandum or similar
document, will not contain any untrue statement of a
material fact or omit to state a material fact necessary in
order to make the statements xxxxx not misleading in light
of the circumstances under which such staatements are made.
F. Miscellaneous. This Agreement may be executed in two
more counterparts, all of which together shall be considered
a single instrument. The Company confirms that it will rely
on its own counsel, accountants and other similar expert
advisors for legal accounting, tax and other similar expert
advice. This Agreement constitutes the entire agreement
among the parties with respect to the subject matter hereof
and supersedes all other prior agreements and
understandings, both written and oral, between the parties
hereto with respect to the subject matter hereof and cannot
be amended or otherwise modified except in writing executed
by the parties hereto.
G. Notices. Notice given pursuant to any of the povisions
of this Agreement shall be in writing and shall be mailed or
delivered or faxed (a) if to the Company, at its address
listed above, Attention: President and (b) if to XXXXXX, at
the offices of 000 Xxxxx Xxxxxx, Xxxxx 000, Xxx Xxxxxxxxx,
XX, Attention: Xxxxx X. Xxxxxx.
H. Construction. This Agreement shall be governed by and
construed in accordance with the laws of the state of
California, without regard to the conflicts of law
provisions thereof. The parties hereby submit to the non-
exclusive jurisdiction of the federal and California State
courts located in Orange County, California, in connection
with any dispute related to this agreement or any of the
matters contemplated hereby.
I. Headings. The section headings in this Agreement have
been inserted as a matter of convenience of reference and
are not part of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this
agreement to be duly executed as of the day and year first
above written.
Xxxxx X.Xxxxxx Esynch Corporation
By:/s/Xxxxx X. Xxxxxx By: /s/ Xxxxxx Xxxxxxxxx
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Xxxxx X. Xxxxxx Xxxxxx Xxxxxxxxx, CEO
