Exhibit 10.28
CONFIDENTIAL
Vertex Industries, Inc.
Computer Transceiver Systems, Inc.
X.X. Xxx 0000
00 Xxxxx Xxxxxx
Xxxxxxx, XX 00000-0000
As of May 1, 1996
Xxxxxxx X. Xxxxxxx and
Rosner, Bresler, Xxxxxxx & Xxxxxxx
000 Xxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Dear Xx. Xxxxxxx:
As you know, Vertex Industries, Inc. ("Vertex") owns
approximately 72.5% of the outstanding shares of Computer Transceiver
Systems, Inc. ("CTSI"), and previously acquired all of the assets and
liabilities of CTSI in an exchange offer made pursuant to a Proxy
Statement and Exchange Offer/Prospectus dated July 28, 1994.
Accordingly, CTSI is presently an inactive public company, and, as
discussed between us, Vertex and CTSI have requested you and your firm
to act as a finder in connection with a possible acquisition
transaction for CTSI, as a result of which, CTSI would become an
operating company with potential value for its shareholders.
We are confirming our arrangements with you concerning this
matter, as follows:
1. We hereby engage you and your firm (jointly referred to as
"you") to act as a finder and to assist us in seeking out,
developing, and arranging a proposed transaction
("Transaction") with one or more third parties which would
entail and acquisition, merger or consolidation of CTSI with
an operating company. You have agreed to attempt to seek out
and refer to us any third-parties who may be interested in
entering into such a Transaction.
2. In each instance in which any Transaction is proposed by a
third party, you will promptly inform us as to the identity of
the party and the terms and conditions of the proposed
Transaction. You shall have no authority to commit Vertex or
CTSI to any proposed Transaction except with the express
approval of Vertex and CTSI, duly given by their respective
boards of directors.
3. Vertex and CTSI agree to make available all current financial
and other material information resonably necessary to
facilitate the Transaction, when requested by such third
parties from time to time. You are authorized to convey such
information to persons and entities with a bona fide interest
in engaging in the Transaction. Where information requested
is of a sensitive and/or proprietary nature and is not
available publicly, you will seek from such third parties a
confidentiality agreement, approved by Vertex and CTSI,
requiring such persons to treat such information in an
appropriate confidential manner.
4. If, as and when any Transaction is consummated with a party or
parties proposed to us by you, we will pay you, for your
services under this agreement, a fee equal to 5%, in kind, of
the total value received or retained by CTSI shareholders
(including Vertex) as a result of the Transaction. For
example, if CTSI shareholders were to receive or retain an
aggregate of five percent (5%) of the shares of CTSI after
such a Transaction, you would be entitled to a fee equal to 5%
of the shares received or retained by CTSI shareholders,
payable in the same shares received or retained by such
shareholders at the closing of such Transaction, Furthermore,
such fee will be payable only if, as and when any Transaction
is actually consummated, and payment of such fee is
specifically acknowledged to be contingent upon and subject to
such consummation. The payment of such fee shall be
apportioned among the partners of Rosner, Bresler, Xxxxxxx &
Xxxxxxx as you shall direct.
5. We acknowledge that Xxxxxxx X. Xxxxxxx has served, and the
firm of Rosner, Bresler, Xxxxxxx & Xxxxxxx is serving, as
counsel to CTSI. (You have not acted as counsel for Vertex.)
We do not anticipate that your activities under this letter
agreement will result in, or raise the possibility of, a
conflict of interest in connection with your role as counsel
for CTSI, and view your assistance in finding a Transaction as
a potential benefit to CTSI and its shareholders.
Nevertheless, in the event that an actual conflict arises, we
may request you to resign as counsel for CTSI until the
Transaction is consummated, as we shall determine. In the
absence of any such request, we will be deemed to have waived
any such conflict or claim based thereon. Legal services
performed by you at CTSI's request will be billed in
conformity with your prior practices, will be duly paid for,
and are not deemed included under this agreement.
6. The initial term of this agreement will be 180 days from the
signing of this letter. The term shall be deemed extended for
successive 30-day periods thereafter, unless either you or we
give at least 15 days notice of termination. However, if any
Transaction, or any other financing arrangements or
acquisition, merger or consolidation is concluded after such
termination with a party sought out, arranged and developed by
you, you shall be entitled to receive the compensation
provided for in this agreement.
7. This agreement will be interpreted under the laws of the State
of New Jersey and may not be altered except by an instrument
in writing signed by the party to be charged. The courts of
the State of New Jersey shall be the exclusive forum for any
dispute arising out of or related to this agreement.
Please sign and return a duplicate copy of this letter to
indicate your agreement.
Very truly yours,
VERTEX INDUSTRIES, INC.
By s/Xxxxxx X. Xxxx
President
COMPUTER TRANSCEIVER SYSTEMS, INC.
By s/Xxxxxx X. Xxxxx
President
AGREED:
s/ Xxxxxxx X. Xxxxxxx
Rosner, Bresler, Xxxxxxx & Xxxxxxx
