February 2, 2000
Xxxxxxx Xxxxxx, President
Playandwin, Inc.
000 Xxxxxxxxxx Xxxxxx
Xxxxx 000
Xxxxxxx, Xxxxxxx
Xxxxxx X0X0X0
Xxx: 000-000-0000
Dear Xx. Xxxxxx:
This letter will confirm your agreement to retain our firm,
Private Capital Group, Inc. ("PCG"), on a non-exclusive and "best
efforts basis", as a consultant to introduce your company,
Playandwin, Inc. ("WIN"), may complete a capital transaction,
("Transaction"). A Transaction may include a merger of your firm
of your firm with another company or an acquisition, in which
your firm is either acquired or is the acquirer, or a funding in
which WIN obtains equity of debt capital. For this introduction
for our facilitation of a satisfactory Transaction, PCG is to
receive a cash finder's fee equal to Seven Percent (7%) of all
monies received by you as consideration for these efforts. Such a
fee arrangement would apply to the total Transaction due for a
merger, acquisition or an equity investment. Any follow-up
investment made by an investor identified by PCG, directly or
indirectly, within twenty-four months from initial funding shall
be subject to a three percent (3%) finder's fee.
WIN will also issue warrants to PCG, or its designee, equal to
five Percent (5%) of the total amount of transaction value or of
funds raised. Such warrants will have an exercise price of
Transaction terms which shall have not less than a life of five
(5) years from the date of issuance. The warrants will have the
same registration rights as the warrants issued to an underwriter
in an IPO. This fee is in consideration for these efforts. Any
follow-up investment made by an investor or institution
identified by PCG, directly or indirectly, within twenty-four
months from initial funding shall be subject to the same fees.
All finders' fees shall be due and payable in full by WIN after
closing and funding of any Transaction. Fees will be payable to
our firm or assigns. If any fees that are due and payable to PCG
are not paid at the Transaction closing and funding, then WIN
will pay all PCG's costs of collection and related our-of-pocket
expenses. We understand that WIN shall be under no obligation to
accept a merger acquisition, financing or investment from anyone
unless such terms are satisfactory to WIN.
WIN specifically authorizes PCG to deliver a copy of this
agreement to lender investor and authorizes lender/investor to
deduct fee due PCG directly from the first proceeds of the
funding and pay said sum directly to PCG.
If this agreement meets with your approval, please acknowledge by
signing below and delivering a copy to me, so that we may
immediately begin our efforts. I want to thank you for this
opportunity to work with you. I will look forward to a successful
relationship.
Sincerely,
/s/ Xxxxxx X. Xxxxxxx, Xx.
Xxxxxx X. Xxxxxxx, Xx. President
Accepted and agreed to this 2 day of February, 2000
/s/ Xxxxxxx Xxxxxx
Xxxxxxx Xxxxxx, President
