February 6, 1999
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
President
Centenary International Corp.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ - ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
Director
Centenary S.A.
Beunos Aires, Argentina
Dear ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇,
This letter confirms the terms of our agreement under which ▇▇▇▇ ▇▇▇▇▇▇▇
(▇▇▇▇▇▇▇) will be engaged by Centenary International Corporation, including its
successors, subsidiaries or its affiliates (Centenary).
▇▇▇▇▇▇▇'▇ principle responsibility will be to represent Centenary's
interests in the United States, to establish, develop and execute a ling term
financing strategy for Centenary and to address Centenary's immediate capital
funding needs. ▇▇▇▇▇▇▇ shall also use best efforts to promote Centenary's
corporate goals and increase its global market share.
▇▇▇▇▇▇▇ shall direct Centenary's day-to-day operations and maintain the
company in good standing. ▇▇▇▇▇▇▇ shall report directly to the board of
directors and provide periodic accounts of Centenary's activities to its board
of directors. The offices of Centenary shall be located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
and shall be shared with International Venture Partners, LLC. ▇▇▇▇▇▇▇ shall
establish and maintain a bank account for Centenary. Centenary S.A. shall be
responsible for funding such account as stipulated below.
The term of this agreement shall be six (6) months from the date hereof,
unless extended by manual agreement of the parties hereto. This agreement shall
be governed by the laws of the State of New York.
Centenary shall pay ▇▇▇▇▇▇▇ a compensation $15,000 for the first month and
$10,000 for each month thereafter, by wire transfer to the account of
International Venture Partners, LLC on the first business day of the month. The
first payment of $15,000 shall be made upon execution of this agreement.
Centenary S.A. shall deposit sufficient funds into Centenary's bank account to
pay ▇▇▇▇▇▇▇'▇ compensation and all expenses related to Centenary's operations,
other than expenses for the use of office space, local telephone charges and
utilities, provided that such expenses are agreed to in advance by you.
In addition to the compensation mentioned above Centenary shall pay ▇▇▇▇▇▇▇
a performance fee equivalent to ten percent (10%) of the amount of any capital
raised by Centenary from the date hereof until April 30, 1999. Thereafter,
Centenary shall pay ▇▇▇▇▇▇▇ a performance fee of 9% on any capital raised by
Centenary from June 1, 1999 until June 30, 1999, 5% of any capital raised
Centenary from July 1, 1999 to July 31, 1999, net of reasonable transaction fees
and expenses. Such performance fee shall be paid to ▇▇▇▇▇▇▇ at closing in the
form of equity securities in Centenary. The value of such equity securities
paid to ▇▇▇▇▇▇▇ hereunder shall be calculated at 50% of the average price of
Centenary's shares as quoted in The Wall Street Journal over the previous five
(5) business days. ▇▇▇▇▇▇▇ may elect to receive up to fifty (50%) of his
performance fee in cash.
If within twenty-four (24) months following the termination or expiration
of this agreement a financing transaction is closed Centenary shall pay ▇▇▇▇▇▇▇
a performance fee equivalent to five percent (5%) of the amount of any capital
raised by Centenary. ▇▇▇▇▇▇▇ will not be entitled to receive a performance fee
from the funding Centenary expects to receive from ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇.
Centenary and Centenary S.A. agree to indemnify and hold ▇▇▇▇▇▇▇ harmless
against any and all claims that may arise in connection with the performance of
his duties hereunder, provided, however, that neither Centenary nor Centenary
S.A. shall be responsible for ▇▇▇▇▇▇▇'▇ ▇▇▇▇▇ negligence or willful misconduct.
If the above correctly sets forth our understanding please sign where
indicated below.
Sincerely yours,
▇▇▇▇ ▇▇▇▇▇▇▇ AGREED AND ACCEPTED
Centenary S.A.
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
Centenary International Corp.
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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