August 20, 1997
Xxxxxx X. Xxxxxxx, Vice Chairman
Win Capital Corp.
00 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Dear Mr. Xxxxxxx:
Xxx Xxxxxx just returned from Las Vegas where he met with Xxxxxx
Xxxxxx and Xxx Xxxxxxxx to discuss the details regarding an
investment banking relationship. Based upon their discussions an
agreement was reached whereby both parties agreed as follows:
1) Paradigm Medical Industries, Inc. ("PMED") hereby
retains Win Capital Corp. ("WIN") to act as its investment
bankers for two (2) year period which would be extended an
additional year unless either party notified the other party in
writing thirty days before the expiration of the two year
contract of their desire to terminate the contractual
relationship.
2) PMED will pay a monthly retainer to WIN of $2,000 for
the first six months, #4,000 for the second six months and $6,000
per month for the remainder of the contract.
3) PMED will issue a warrant to WIN to purchase up to
200,000 shares of common stock at $4.00 per share but not in
excess of 4.9% of the current number of common shares outstanding
plus common shares to be issued upon the conversion of both the
Class A and Class B Preferred Stock issues. In all other
respects, the terms of the warrant will be identical to the Class
A warrant issued in connection with PMED's public offering in
July, 1996.
The aforementioned terms were submitted to the Paradigm
Board of Directors and was unanimously approved and resolved to
authorize the officers of the company to finalize the agreement.
Please indicate your concurrence by signing below and
returning a signed copy of this agreement by facsimile. Upon
receipt of your acceptance we will immediately forward our
initial month's payment.
Thank you for your assistance. We look forward to a long and
fruitful relationship with WIN.
Very truly yours,
Xxxxxxx X. Xxxxxxx
CEO & President
Xxxxxx X. Xxxxxx
Chairman of the Board
Agreed to and accepted by:
Xxxxxx X. Xxxxxxx Date:
Vice Chairman
Win Capital Corp.