Exhibit 10.5
___________________ , 1997
Xxxxxx X. Xxxxxx, President
e-Net, Inc.
00000 Xxxxxxxxxxx Xxxx
Xxxxx 000
Xxxxxxxxxx, Xxxxxxxx 00000
Re: Merger and Acquisition Agreement
Gentlemen:
You have agreed that Xxxxxx Xxxxx Securities, Inc., (the "Finder") may act
as a non-exclusive finder or financial consultant for you in various
transactions in which e-Net, Inc. (the "Company") may be involved, such as
mergers, acquisitions, joint ventures, debt or equity placements and similar or
other on-balance or off-balance sheet corporate finance transactions. The
Company hereby agrees that in the event that the Finder shall first introduce to
the Company another party or entity, in writing, and that as a result of such
introduction, a transaction between such entity and the Company is consummated
("Consummated Transaction"), then the Company shall pay to the Finder a finder's
fee as follows:
a. Five percent (5%) of the first $1,000,000 of the consideration paid in
such transaction;
b. Four percent (4%) of the consideration in excess of $1,000,000 and up
to $2,000,000;
c. Three percent (3%) of the consideration in excess of $2,000,000 and up
to $3,000,000;
d. Two percent (2%) of any consideration in excess of $3,000,000 and up
to $4,000,000; and
e. One percent (1%) of any consideration in excess of $4,000,000.
The fee due the Finder shall be paid by the Company in cash and/or in stock
at the closing of the Consummated Transaction as mutually agreed between the
Company and the Finder, without regard to whether the Consummated Transaction
involves payments in cash, in stock, or a combination of stock and cash, or is
made on an installment sale basis. By way of example, if the Consummated
Transaction involves securities of the acquiring entity (whether securities of
the Company, if the Company is the acquiring party, or securities of another
entity, if the Company is the selling party) having a value of $5,000,000, the
consideration to be paid by the Company to the Finder at closing shall be
$150,000.
However, both parties agree that it is the purpose of the Company to use
the proceeds of the offering in the acquisition,
merger, purchase of shares or any other kind of association with foreign
companies as described in the prospectus. To the extent that the Company has
any prior relationships with such foreign companies these foreign companies are
specifically excluded from this Agreement.
In the event that for any reason the Company shall fail to pay to the
Finder all or any portion of the finder's fee payable hereunder when due,
interest shall accrue and be payable on the unpaid balance due hereunder from
the date when first due through and including that date when actually collected
by the Finder, at a rate equal to two (2) points over the prime rate of
Citibank, N.A. in New York, New York, computed on a daily basis and adjusted as
announced from time to time.
This agreement shall be effective on the date hereof and shall expire on
the fifth anniversary of the date hereof.
Notwithstanding anything herein to the contrary, if the Company shall,
within 180 days immediately following the termination of the five year period
provided above, conclude a Consummated Transaction with any party introduced by
the Finder to the Company prior to the termination of said five year period, the
Company shall also pay the Finder the fee determined above.
The Company represents and warrants to the Finder that the engagement of
the Finder hereunder has been duly authorized and approved by the Board of
Directors of the Company and this letter agreement has been duly executed and
delivered by the Company and constitutes a legal, valid and binding obligation
of the Company.
This agreement has been executed and delivered in the State of Florida and
shall be governed by the laws of such state, without giving effect to the
conflicts of laws rules thereunder.
This agreement shall be binding upon, and enforceable against, the
successors and assigns of each of the undersigned.
Please sign this letter at the place indicated below, whereupon it will
constitute our mutually binding agreement with respect to the matters contained
herein.
Very truly yours,
XXXXXX XXXXX SECURITIES, INC.
BY:
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Xxxxxx X. Xxxx, President
Agreed to and Accepted:
e-NET, INC.
By:
--------------------------------
Xxxxxx X. Xxxxxx, President
