Exhibit 10.17
SERVICES AGREEMENT
This Services Agreement ("Agreement") is made this 12 day of March 2002
by and between CASE FINANCIAL, INC., a California corporation (hereinafter
referred to as "Case") and Asia Web Holdlings Inc., a Delaware Corporation
(hereinafter referred to as "AWHI").
WHEREAS, Case and AWHI have entered into an Asset Purchase Agreement
wherein AWHI has purchased certain assets and other property from Case.
WHEREAS, Case was engaged in the business of advancing cash to
plaintiffs and/or their attorneys in personal injury claims and has remaining
assets in these outstanding advances ("Case's Portfolio") which they intend to
liquidate, and
WHEREAS, and in consideration for a management fee equal to 15% of the
gross proceeds Case desires AWHI to manage the orderly and equitable liquidation
of the remaining assets of Case for the benefit of Case's creditors, both
secured and unsecured, and for Case's shareholders,
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
1. DEFINITION: CASH ADVANCE PROGRAM. Case has made monetary advances on a
non-recourse, I.E., risk transaction, basis to plaintiffs and/or their
attorneys ("plaintiff") involved in legitimate personal injury claims who
were in need of monetary assistance while awaiting settlement on their
claims. If the plaintiff's claim is won or settled, the client pays Case a
fee, consisting of the amount of the advance previously made to the
plaintiff plus a percentage of the plaintiff's recovery (the "Fee"). If the
plaintiff's claim is lost, the plaintiff does not pay anything to Case
i.e., Case loses its money and no Fee is due. If the recovery is smaller
than the Fee, then the amount of the Fee is reduced to the amount of the
recovery. Each cash advance made by Case is secured by a lien on the case
filed with the attorney of record on the claim.
2. NATURE OF ARRANGEMENT. AWHI shall manage Case's Portfolio as of the date
this Agreement is executed.
3. DUTIES AND OBLIGATIONS OF AWHI. AWHI shall use its "best efforts" to manage
the orderly and equitable liquidation of the remaining assets of Case,
including supervising and employing necessary personnel to efficiently
collect the outstanding Case Portfolio. AWHI represents that it will
control an organization which has adequately equipped departments suitable
for the performance of the duties described in this paragraph, and that it
will furnish the full use of its organization and personnel without
additional charge in the performance of this Agreement.
4. EXPENDITURES BORNE BY AWHI. AWHI may, in its sole discretion, in the name
of Case, institute any legal or equitable action or proceeding for the
collection of any monies owed to Case relating to the Case Portfolio. Any
and all costs and/or expenses associated with such legal action shall be
paid 50 percent by Case and 50 percent by AWHI. AWHI shall be responsible
for all other expenses incurred in collecting and liquidating the Case
Portfolio, including overhead and salaries of its own officers and
employees.
5. MANAGEMENT FEE PAYABLE BY CASE TO AWHI. Case shall pay a management fee
equal to 15 percent of gross proceeds it collects (the "Management Fee").
The Management Fee will be paid on the 10th of each month for the previous
month's collection. Case shall pay the Management Fee from the funds
collected before distribution to its creditors and/or shareholders. The
Management Fee shall be paid in accordance with this paragraph until Case's
portfolio is fully liquidated.
6. DEPOSIT OF COLLECTIONS. All monies collected by AWHI out of and from the
Case Portfolio shall be deposited daily, or when received, into the Case
bank accounts. The Management Fee and disbursements to Case's creditors
and/or shareholders shall be made from these Case bank accounts. The only
authorized signers on such bank accounts shall be Xxx Xxxxxxxx and Xxxxx
Xxxxxxx, both of whom are directors of Case. In the event one of the
authorized signers becomes incapacitated and unable to perform his duty as
signer, then the Case Board of Directors shall appoint a replacement
signer.
7. REPORTS TO CASE'S BOARD OF DIRECTORS. AWHI shall make reports to the Board
of Directors of Case concerning all affairs connected with the collection
of the Case Portfolio under AWHI control or within its knowledge whenever
requested by the Case Board of Directors. AWHI shall comply with any
specific instructions of the Case Board of Directors that are reasonable
and that are expressed in formal resolutions communicated to AWHI.
8. TERM; TERMINATION. The term of this Agreement shall commence as of the date
hereof and shall continue in full force and effect until Case's entire
portfolio is liquidated. In the event AWHI ceases doing business, Case
shall assume the right to collect the Case Portfolio.
9. INDEMNIFICATION; HOLD HARMLESS. Case shall indemnify, defend and hold AWHI
and its officers and directors harmless from and against all claims,
demands, costs, expense, liabilities and losses (including reasonable
attorneys' fees) which may result against AWHI as a consequence of any
alleged malfeasance, neglect, malpractice, usury or any other action, cause
or alleged to be caused by Case, its employees, agents or contractors in
connection with cash advances made to plaintiffs in personal injury claims
contained in Case's Portfolio.
10. INDEPENDENT CONTRACTING PARTIES. This Agreement is an independent contract
between AWHI and Case. Neither party shall be construed in any manner
whatsoever to be an employee or agent of the other, nor shall this
Agreement be construed as a contract of employment.
11. NOTICE. Any notice hereunder shall be in writing and shall be deemed given,
if personally delivered, upon receipt or, if mailed, upon the third
business day following mailing by deposit in United States mail, postage
prepaid and addressed as follows:
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If to Case:
Case Financial, Inc.
00000 Xxxxxxx Xxxxxxxxx
Xxxxx 0000
Xxxxxx, Xxxxxxxxxx 00000
If to AWHI:
Asia Web Holdings Inc.
00000 Xxxxxxx Xxxxxxxxx
Xxxxx 0000
Xxxxxx, Xxxxxxxxxx 00000
12. ARBITRATION AND DISPUTE RESOLUTION. Any controversy, claim or dispute
between Case and AWHI arising out of this Agreement, or any breach of
this Agreement, including any controversy or claim as to arbitrability
or rescission, shall be settled first by good faith negotiations between
the parties for 30 (thirty) days, and then by arbitration before a
single arbitrator in accordance with the commercial arbitration rules of
Judicial Arbitration and Mediation Services, Inc.
a. LOCATION. Arbitration shall be conducted in Los Angeles County,
California.
b. JUDGMENT. Any judgment upon the award rendered by the arbitrator
may be entered in any court having jurisdiction thereof. The
arbitrator shall not, under any circumstances, have any
authority to award punitive, exemplary or similar damages.
13. ATTORNEYS' FEES. In the event of suit, arbitration or other proceeding
between the parties hereto with respect to this Agreement, the
prevailing party shall, in addition to such other relief as may be
awarded, be entitled to reasonable attorneys' fees, expenses and costs
of investigation, all as actually incurred.
14. GOVERNING LAW. This Agreement shall be governed by and construed under
California law.
15. NONASSIGNABILITY. This Agreement is not assignable by AWHI without the
prior written consent of Case.
16. BINDING EFFECT. This Agreement shall bind and inure to the benefit of
the parties hereto and their respective successors and assigns, except
as herein before limited.
17. INVALIDITY. Should any provision, promise, condition, authorization,
clause, or instruction in this Agreement be deemed invalid and legally
unenforceable for any reason, the same shall not affect in any respect
the validity and enforceability of the remainder of this Agreement. If
any court shall determine that the time period of any provision is
unenforceable, the parties agree that such provision shall be deemed
amended to the extent necessary to render it valid and enforceable.
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18. NO INDUCEMENT. No inducements have been made by Case or its
representatives, nor have any inducements been made by AWHI, to cause
either party to enter into this Agreement due to fraud,
misrepresentation, or untruth. Should any such fraud, misrepresentation,
or untruth be discovered by either party subsequent to the execution of
this Agreement, such party shall have the right to terminate the
Agreement immediately without notice.
19. ENTIRE AGREEMENT AND INCORPORATION. This Agreement and the Asset
Purchase Agreement executed between the parties hereto constitute the
entire agreement between the parties with respect to the subject matter
hereof, and there are no additional terms to the agreement. This
Agreement supercedes any and all prior agreements and understandings
relating to the subject matter hereof. Any modifications of the
Agreement must be in writing and signed by both parties.
IN WITNESS WHEREOF, the undersigned have executed this Agreement effective as of
the date first set forth above.
CASE FINANCIAL, INC.
By: /S/ Xxx Xxxxxxxx
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Its: Chairman
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ASIA WEB HOLDINGS INC.
By: /S/ Xxxxxxxx Xxxxxxxx
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Its: President
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