1
EXHIBIT 10.2
INVESTMENT BANKING AGREEMENT
This Agreement is made as of June 22, 1998 by and between Woodroast Systems,
Inc., a Minnesota Corporation, ("Contractor") with its principal offices at
00000 Xxxxxx Xxxx Xxxx, Xxxx Xxxxxxx, XX 00000, and Fortress Financial Group,
Ltd., a Delaware Corporation, ("FORTRESS") with its principal offices at 0000
Xxxx Xxxxxxxxx, Xxxxxx Xxxxx, Xxxx Xx Xxxxx, Xxxxx Xxxxxxxx 00000.
WITNESSETH
WHEREAS, Contractor requires expertise in the area of investment banking to
support its business and growth;
WHEREAS, FORTRESS has substantial contacts among the members of the investment
community, investment banking expertise, and desires to act as a consultant to
provide investment banking and advisory services;
NOW, THEREFORE, in consideration of the premise and the mutual promises and
covenants contained herein and subject specifically to the conditions hereof,
and intending to be legally bound thereby, the parties agree as follows:
1. CERTAIN DEFINITIONS - When used in this Agreement, the following terms
shall have the meanings set forth below:
1.1 AFFILIATE - any persons or entities controlled by a party.
1.2 CONTRACTOR - the Contractor who use the services of FORTRESS.
1.3 CONTRACTOR CLIENTS - the Contractor's clients who use the services
of FORTRESS through the Contractor.
1.4 CONTACT PERSON - the person who shall be primarily responsible for
carrying out the duties of the parties hereunder. Contractor and
FORTRESS shall each appoint a Contact Person to be responsible for
their respective duties. In the event that one party gives notice to
the other party in writing that, in their reasonable opinion, the
other party's Contact Person is not able to fulfill their duties and
responsibilities hereunder, both parties shall mutually agree upon a
replacement Contact Person within 10 days of the said notice.
1.5 EXTRAORDINARY EXPENSES - expenses that are beyond those expenses
that are usual, regular, or customary in the conduct of in-house
activities in fulfillment of the scope of this agreement.
1.6 EQUITY - cash, securities or liquid assets, specifically excluding
real property.
1.7 PAYMENT OR PAYABLE IN KIND - distribution of the proceeds of a
transaction in the same type and form as was given as valuable
consideration for the transaction.
2
2. CONTACT PERSONS. The Contact Person for Contractor is Xxxxxxx Xxxxxx,
Chairman of the Board and Chief Executive Officer. The Contact Person for
FORTRESS is Xxxxxxx X. Xxxxxx, President.
3. SERVICES TO BE RENDERED BY FORTRESS. Services to be rendered, on a best
efforts basis, by FORTRESS are as follows:
3.1 ADVICE AND COUNSEL. FORTRESS will provide advice and counsel
regarding Contractor's strategic business and financial plans,
strategy and negotiations with potential lenders/investors,
merger/acquisition candidates, joint ventures, corporate partners
and others involving financial and financially related transactions.
3.2 INTRODUCTIONS TO THE SECURITIES BROKERAGE COMMUNITY. FORTRESS has a
close association with numerous broker/dealers and investment
professionals across the country and will enable contact between
Contractor and/or Contractor Clients to facilitate business
transactions among them. FORTRESS shall use their contacts in the
brokerage community to assist Contractor in establishing
relationships with securities dealers and to provide the most recent
corporate information to interested securities dealers on a regular
and continuous basis. FORTRESS understands that this is in keeping
with Contractor's business objective to establish a nationwide
network of securities dealers who have an interest in Contractor's
securities.
3.3 MARKET-MAKING INTELLIGENCE. FORTRESS's clearing agent, JB Oxford &
Company, is a market-maker in numerous securities, and FORTRESS has
access to proprietary information through JB Oxford & Company's
market-making facilities and personnel. FORTRESS will monitor and
react to sensitive market information on a timely basis and provide
advice and counsel and proprietary intelligence (including but not
limited to information on price, volume and the identification of
market-makers, buyers and sellers) to Contractor in a timely fashion
with respect to securities in which Contractor has an interest.
Contractor understands that this information is available from other
sources but acknowledges that FORTRESS can provide it in a more
timely fashion and with substantial value-added interpretation of
such information. The foregoing notwithstanding, no information will
be provided to Contractor with respect to the activities of any
other FORTRESS customers or customer accounts without such
customer's prior consent.
3.4 CONTRACTOR AND/OR CONTRACTOR CLIENT TRANSACTION DUE DILIGENCE.
FORTRESS will undertake due diligence on all proposed financial
transactions affecting the Contractor, of which FORTRESS is notified
in writing in advance, including investigation and advice on the
financial, valuation and stock price implications thereof.
3.5 ADDITIONAL DUTIES. Contractor and FORTRESS shall mutually agree upon
any additional duties which FORTRESS may provide for compensation
paid or payable by Contractor under this Agreement. Such additional
agreement(s) may, although there is no requirement to do so, may be
attached hereto and made a part hereof by written amendments to be
listed as "Exhibits" beginning with "Exhibit A" and initialed by
both parties.
3.6 BEST EFFORTS. FORTRESS shall devote such time and best efforts to
the affairs of the Contractor as is reasonable and adequate to
render the consulting services contemplated by this agreement.
FORTRESS is not responsible for the performance of any services
which may be rendered hereunder without the Contractor providing the
necessary information in writing prior thereto, nor shall FORTRESS
include any services that constitute the rendering
2
3
of any legal opinions or performance of work that is in the ordinary
purview of the Certified Public Accountant. FORTRESS cannot
guarantee results on behalf of Contractor, but shall pursue all
avenues available through its network of financial contacts. At such
time as an interest is expressed in Contractor's needs, FORTRESS
shall notify Contractor and advise it as to the source of such
interest and any terms and conditions of such interest. The
acceptance and consummation of any transaction is subject to
acceptance of the terms and conditions by Contractor. It is
understood that a portion of the compensation to be paid hereunder
is being paid hereunder by Contractor to have FORTRESS remain
available to assist with transactions on an as needed basis.
4. COMPENSATION TO FORTRESS.
4.1 INITIAL FEE. Contractor shall pay FORTRESS a non-refundable initial
fee of 100,000 (One hundred thousand) shares of the company's common
stock for FORTRESS' initial set-up of activities which are necessary
for FORTRESS to provide the services herein.
4.2 ADDITIONAL FEES. Contractor and FORTRESS shall mutually agree upon
any additional fees which Contractor may pay in the future for
services rendered by FORTRESS under this Agreement. Such additional
agreement(s) may, although there is no requirement to do so, be
attached hereto and made a part hereof as Exhibits beginning with
Exhibit A.
4.3 OPTIONAL FORM OF PAYMENT. FORTRESS may, at the time for each payment
and at its sole option, elect to receive all or a portion of said
fees in the form of securities, equity, or financing instruments
issued by Contractor to FORTRESS on terms agreed by Contractor in
writing.
4.4 EXTRAORDINARY EXPENSES. Extraordinary expenses (those not dofined in
4.7) FORTRESS shall be submitted to Contractor for approval prior to
expenditure and shall be paid by Contractor, within ten (10)
business days of receipt of FORTRESS' request for payment.
4.5 FINDER FEES.
A. In the event that FORTRESS introduces Contractor or a Contractor
affiliate to any third party funding source(s), underwriter(s),
merger partner(s) or joint venture(s) who enters into a funding,
underwriting, merger, joint venture or similar agreement with
Contractor or Contractor's affiliate, Contractor hereby agrees to
pay FORTRESS an advisory fee of 5% of the gross proceeds derived
from such funding, underwriting, merger, joint venture or similar
agreement with Contractor or Contractor's client, unless generally
accepted industry standards dictate otherwise, payable upon the
commencement of such funding, underwriting, merger, joint venture or
similar agreement with Contractor or Contractor's client. (This
provision shall survive this agreement, even though the term of this
agreement may have expired, as pursuant to the section titled "Term
of Agreement and Termination").
B. FORTRESS may, at its sole option, elect to receive all or a
portion of said advisory fee as payment in kind, i.e., prorated in
the same form and type of securities, equity, or financing
instruments issued to the funding source or underwriter by
Contractor. In the event the exercise of this option results in
additional expense over and above the expense of the funding and/or
underwriting then the additional expenses shall be borne by
3
4
FORTRESS. In addition the exercise of this option by FORTRESS
shall not impede or otherwise have a negative effect on the
funding or underwriting.
4.6 INTEREST ON FUNDS DUE. Contractor shall pay interest on all payments
in arrears due FORTRESS, at the rate of ten percent (10%) per annum.
4.7 EXPENSES. All expenses including, but not limited to, all
registration fees paid to the Securities and Exchange Commission,
fees and expenses of accountants, fees and expenses of legal
counsel, printing and engraving expenses, postage and distribution
fees, transfer agent fees, escrow fees, NASD registration or
exchange listing fees (but not including underwriting discounts and
commissions relating to shares and warrants of any holder being
offered thereby and fees and expenses of any special counsel of any
selling shareholder) of any registration(s) made pursuant to
paragraph 4.1 hereof shall be borne and paid by the Contractor.
Underwriting discounts and commissions shall be borne pro rata by
any selling shareholder in proportion to the number of shares being
offered by such selling shareholder.
5. Indemnification. The Contractor agrees to indemnify and hold harmless
FORTRESS, each of its officers, directors, employees and each person, if
any, who controls FORTRESS against any and all liability, loss and costs,
expenses or damages, including but not limited to, any and all expenses
whatsoever reasonably incurred in investigating, preparing or defending
against any litigation, commenced or threatened, or any claim whatsoever
or howsoever caused by reason of any injury (whether to body, property,
personal or business character or reputation) sustained by any person or
to any person or property by reason of any omission, or any untrue or
alleged untrue statement of a material fact, or any misrepresentation of
any material fact or any breach of any material warranty or covenant of
the Contractor or any of its agents, employees, or other representatives
arising out of, or in relation to, this Agreement. Nothing herein is
intended to nor shall it relieve either party from liability for its own
act, omission or negligence. All remedies provided by law or in equity
shall be cumulative and not in the alternative.
FORTRESS agrees to indemnify and hold harmless Contractor, each of its
officers, directors, employees and each person, if any, who controls
FORTRESS against any and all liability, loss and costs, expenses or
damages, including but not limited to, any and all expenses whatsoever
reasonably incurred in investigating, preparing or defending against any
litigation, commenced or threatened, or any claim whatsoever or howsoever
caused by reason of any injury (whether to body, property, personal or
business character or reputation) sustained by any person or to any person
or property by reason of any act, neglect, default or omission, or any
untrue or alleged untrue statement of a material fact, or any
misrepresentation of any material fact or any breach of any material
warranty or covenant of the Contractor or any of its agents, employees, or
other representatives arising out of, or in relation to, this Agreement.
Nothing herein is intended to nor shall it relieve either party from
liability for its own act, omission or negligence. All remedies provided
by law or in equity shall be cumulative and not in the alternative.
6. CONTRACTOR REPRESENTATIONS. Contractor hereby represents, covenants and
warrants to FORTRESS as follows:
6.1 AUTHORIZATION. Contractor and its signatories herein have full power
and authority to enter into this Agreement and to carry out the
transactions contemplated hereby.
6.2 NO VIOLATION. Neither the execution and delivery of this Agreement
nor the consummation of the transactions contemplated hereby will
violate any provision of the charter or by-laws
4
5
of Contractor, or violate any terms or provision of any other
Agreement or any statute or law.
6.3 LITIGATION. Except as set forth below, there is no action, suit,
inquiry, proceeding or investigation by or before any court or
governmental or other regulatory or administrative agency or
commission pending or, to the best knowledge of Contractor
threatened against or invoking Contractor, which questions or
challenges the validity of this Agreement and its subject matter;
and Contractor does not know or have any reason to know of any valid
basis for any such action, proceeding or investigation.
6.4 CONSENTS. No consent of any person, other than the signatories
hereto, is necessary to the consummation of the transactions
contemplated hereby, including, without limitation, consents from
parties to loans, contracts, lease or other Agreements and consents
from governmental agencies, whether federal, state, or local.
6.5 FORTRESS RELIANCE. FORTRESS has and will rely upon the documents,
instruments and written information furnished to FORTRESS by the
Contractor's officers or designated employees.
A. CONTRACTOR'S MATERIAL. All representations and statements
provided about the Contractor are true and complete and accurate to
the best of Contractor's knowledge. Contractor agrees to indemnify,
hold harmless, and defend FORTRESS, its officers, directors, agents
and employees, at Contractor's expense for any proceeding or suit
which may raise out of any inaccuracy or incompleteness of any such
material or written information supplied to FORTRESS.
6.6 SERVICES NOT EXPRESSED OR IMPLIED.
A. FORTRESS has not agreed with Contractor in this Agreement or any
other Agreement, verbal or written, to be a market-maker (but may be
a placement agent by other "Selling Agreement" from time-to-time) in
Contractor's securities or in any specific securities or securities
in which Contractor or Contractor's Client has an interest; and,
B. Any payments made herein to FORTRESS are not, and shall not be
construed as, compensation to FORTRESS for the purposes of making a
market, to cover FORTRESS out-of-pocket expenses for making a
market, or for the submission by FORTRESS of an application to make
a market in any securities; and,
C. No payments made herein to FORTRESS are for the purpose of
affecting the price of any security or influencing any market-making
functions, including but not limited to bid/ask quotations,
initiation and termination of quotations, retail securities
activities, or for the submission of any application to make a
market.
7. CONFIDENTIALITY.
7.1 FORTRESS and Contractor each agree to provide reasonable security
measures to keep information confidential where release may be
detrimental to their respective business interests. FORTRESS and
Contractor shall each require their employees, agents, affiliates,
subcontractors, other licensees, and others who will have access to
the information through
5
6
FORTRESS and Contractor respectively, to first enter appropriate
non-disclosure Agreements requiring the confidentiality contemplated
by this Agreement in perpetuity.
7.2 FORTRESS will not, either during its engagement by the Contractor
pursuant to this agreement or at any time thereafter, disclose, use
or make known for its or another's benefit, any confidential
information, knowledge, or data of the Contractor or any of its
affiliates in any way acquired or used by FORTRESS during its
engagement by the Contractor. Confidential information, knowledge or
data of the Contractor and its affiliates shall not include any
information which is, or becomes generally available to the public
other than as a result of a disclosure by FORTRESS or its
representatives.
8. MISCELLANEOUS PROVISIONS.
8.1 AMENDMENT AND MODIFICATION. This Agreement may be amended, modified
and supplemented only by written agreement of FORTRESS and
Contractor.
8.2 WAIVER OF COMPLIANCE. Any failure of FORTRESS, on the one hand, or
Contractor, on the other, to comply with any obligation, agreement,
or condition herein may be expressly waived in writing, but such
waiver or failure to insist upon strict compliance with such
obligation, covenant, agreement or condition shall not operate as a
waiver of, or estoppel with respect to, any subsequent or other
failure.
8.3 EXPENSES: TRANSFER TAXES, ETC. Whether or not the transaction, if
any, contemplated by this Agreement shall be consummated, FORTRESS
agrees that all fees and expenses incurred by FORTRESS in connection
with this Agreement shall be borne by FORTRESS and Contractor agrees
that all fees and expenses incurred by Contractor in connection with
this Agreement shall be borne by Contractor, including, without
limitation as to FORTRESS or Contractor, all fees of counsel and
accountants.
8.4 OTHER BUSINESS OPPORTUNITIES. Except as expressly provided in this
Agreement, each party hereto shall have the right independently to
engage in and receive full benefits from business activities. In
case of business activities which would be competitive with the
other party, notice shall be given prior to this Agreement. The
doctrines of "corporate opportunity" or "business opportunity" shall
not be applied to any other activity, venture, corporation of either
party.
8.5 COMPLIANCE WITH REGULATORY AGENCIES. Each party agrees that all
actions, direct or indirect, taken by it and its respective agents,
employees and affiliates in connection with this agreement and any
financing or underwriting hereunder shall conform to all applicable
Federal and State securities laws.
8.6 NOTICES. Any notices to be given hereunder by any party to the other
may be effected by personal delivery in writing or in by mail,
registered or certified, postage prepaid with return receipt
requested. Mailed notices shall be addressed to the "Contact Person"
at the addresses appearing in the introductory paragraph of this
Agreement, but any party may change his address by written notice in
accordance with this subsection. Notices delivered personally shall
be deemed communicated as of actual receipt; mailed notices shall be
deemed communicated as of five (5) days after mailing.
6
7
8.7 ASSIGNMENT. This agreement and all of the provisions hereof shall be
binding upon and inure to the benefit of the parties hereto and
their respective successors and permitted assigns, but neither this
Agreement nor any right, interest or obligations hereunder will be
assigned by any of the parties hereto without the prior written
consent of the other parties, except by operation of law.
8.8 DELEGATION. Neither party shall delegate the performance of its
duties under this agreement without the prior written consent of the
other party.
8.9 PUBLICITY. Neither FORTRESS nor Contractor shall make or issue, or
cause to be made or issued, any announcement or written statement
concerning this Agreement or the transaction contemplated hereby for
dissemination to the general public without the prior consent of the
other party. This provision shall not apply, however, to any
announcement or written statement required to be made by law or the
regulations of any Federal or State governmental agency, except that
the party concerning the timing and consent of such announcement
before such announcement is made.
8.10 GOVERNING LAW. This Agreement and the legal relations among the
parties hereto shall be governed by and construed in accordance with
the laws of the State of South Carolina, without regard to its
conflict of law doctrine. Contractor and FORTRESS agree that if any
action is instituted to enforce or interpret any provision of this
Agreement, the jurisdiction and venue shall be Charleston County,
South Carolina.
8.11 COUNTERPARTS. This Agreement may be executed simultaneouslymoretwo
or counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.
8.12 HEADINGS. The heading of the sections of this Agreement are inserted
for convenience only and shall not constitute a part hereto or
affect in any way the meaning or interpretation of this Agreement.
8.13 ENTIRE AGREEMENT. This Agreement, including any Exhibits hereto, and
the other documents and certificates delivered pursuant to the terms
hereto, sets forth the entire Agreement and understanding of the
parties hereto in respect of the subject matter contained herein,
and supersedes all prior agreements, promise, covenants,
arrangements, communications, representations or warranties, whether
oral or written, by any officer, employee or representative of any
party hereto.
8.14 THIRD PARTIES. Except as specifically set forth or referred to
herein, nothing herein expressed or implied is intended or shall be
construed to confer upon or give to any person or corporation other
than the parties hereto and their successors or assigns, any rights
or remedies under or by reason of this Agreement.
8.15 ATTORNEYS' FEES AND COSTS. If any action is necessary to enforce and
collect upon the terms of this Agreement, the prevailing party shall
be entitled to reasonable attorneys' fees and costs, in addition to
any other relief to which that party may be entitled. This provision
shall be construed as applicable to the entire Agreement.
7
8
8.16 SURVIVABILITY. If any part of this Agreement is found, or deemed by
a court of competent jurisdiction to be invalid or unenforceable,
that part shall be severable from the remainder of the Agreement.
8.17 FURTHER ASSURANCES. Each of the parties agrees that it shall from
time-to-time take such actions and execute such additional
instruments as may be reasonably necessary or convenient to
implement and carry out the intent and purpose of this Agreement.
8.18 RELATIONSHIP OF THE PARTIES. Nothing contained in this Agreement
shall be deemed to constitute either party to become the partner of
the other, the agent or legal representative of the other, nor
create any fiduciary relationship between them, except as otherwise
expressly provided herein. Neither party shall have any authority to
act for or to assume any obligation or responsibility on behalf of
the other party, except as otherwise expressly provided herein. Each
party shall be responsible only for its obligations as herein set
out and shall be liable only for its share of the costs and expenses
as provided herein.
8.19 NO AUTHORITY TO OBLIGATE THE CONTRACTOR. Without the consent of the
Board of Directors of the Contractor, FORTRESS shall have no
authority to take, nor shall it take, any action committing or
obligating the Contractor in any manner, and it shall not represent
itself to others as having such authority.
9. ARBITRATION. WITH RESPECT TO THE ARBITRATION OF ANY DISPUTE, THE
UNDERSIGNED HEREBY ACKNOWLEDGE THAT:
A. ARBITRATION IS FINAL AND BINDING ON THE PARTIES.
B. THE PARTIES ARE WAIVING THEIR RIGHT TO SEEK REMEDY IN COURT,
INCLUDING THEIR RIGHT TO JURY TRIAL;
C. PRE-ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED AND
DIFFERENT FROM COURT PROCEEDING;
D. THE ARBITRATOR'S AWARD IS NOT REQUIRED TO INCLUDE FACTUAL FINDINGS
OR LEGAL REASONING AND ANY PARTY'S RIGHT OF APPEAL OR TO SEEK
MODIFICATION OF RULING BY THE ARBITRATORS IS STRICTLY LIMITED;
E. THE PANEL OF ARBITRATORS WILL TYPICALLY INCLUDE A MINORITY OF
ARBITRATORS WHO WERE OR ARE AFFILIATED WITH SECURITIES INDUSTRY; AND
F. THIS ARBITRATION AGREEMENT IS SPECIFICALLY INTENDED TO INCLUDE ANY
AND ALL STATUTORY CLAIMS WHICH MIGHT BE ASSERTED BY ANY PARTY.
G. ALL DISPUTES, CONTROVERSIES, OR DIFFERENCES BETWEEN THE CONTRACTOR,
FORTRESS FINANCIAL GROUP, LTD. OR ANY OF THEIR OFFICERS, DIRECTORS, LEGAL
REPRESENTATIVES, ATTORNEYS, ACCOUNTANTS, AGENTS OR EMPLOYEES, OR ANY
CUSTOMER OR OTHER PERSON OR ENTITY, ARISING OUT OF, IN CONNECTION WITH OR
AS A RESULT OF THIS AGREEMENT, SHALL BE RESOLVED THROUGH ARBITRATION
RATHER THAN THROUGH LITIGATION.
8
9
H. THE UNDERSIGNED CONTRACTOR HEREBY AGREES TO SUBMIT THE DISPUTE FOR
RESOLUTION TO EITHER THE AMERICAN ARBITRATION ASSOCIATION, IN ATLANTA,
GEORGIA, OR THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC. IN
ATLANTA, GEORGIA, WHICHEVER ASSOCIATION MAY ASSERT JURISDICTION OVER THE
DISPUTE WITHIN FIVE (5) DAYS AFTER RECEIVING A WRITTEN REQUEST TO DO SO
FROM ANY OF THE AFORESAID PARTIES.
I. IF ANY PARTY FAILS TO SUBMIT THE DISPUTE TO ARBITRATION ON REQUEST,
THEN THE REQUESTING PARTY MAY COMMENCE AN ARBITRATION PROCEEDING,
BUT IS UNDER NO OBLIGATION TO DO SO.
J. ANY HEARING SCHEDULED AFTER AN ARBITRATION IS INITIATED SHALL TAKE
PLACE IN CHARLESTON COUNTY, SOUTH CAROLINA AND THE FEDERAL ARBITRATION ACT
SHALL GOVERN THE PROCEEDING AND ALL ISSUES RAISED BY THIS AGREEMENT TO
ARBITRATE.
K. IF ANY PARTY SHALL INSTITUTE ANY COURT PROCEEDING IN AN EFFORT TO
RESIST ARBITRATION AND BE UNSUCCESSFUL IN RESISTING ARBITRATION OR SHALL
UNSUCCESSFULLY CONTEST THE JURISDICTION OF ANY ARBITRATION FORUM LOCATED
IN ATLANTA COUNTY, GEORGIA, OVER ANY MATTER WHICH IS THE SUBJECT OF THIS
AGREEMENT, THE PREVAILING PARTY SHALL BE ENTITLED TO RECOVER FROM THE
LOSING PARTY ITS LEGAL FEES AND ANY OUT-OF-POCKET EXPENSES INCURRED IN
CONNECTION WITH THE DEFENSE OF SUCH LEGAL PROCEEDING OR ITS EFFORTS TO
ENFORCE ITS RIGHTS TO ARBITRATION AS PROVIDED FOR HEREIN.
L. EACH PARTY WILL SIGN ANY REQUIRED NASD UNIFORM SUBMISSION AGREEMENT
OR THE APPLICABLE PAPERWORK FOR THE AMERICAN ARBITRATION ASSOCIATION,
AT THE TIME ANY DISPUTE IS SUBMITTED FOR ARBITRATION, WHICHEVER ONE IS
APPLICABLE.
M. THE PARTIES SHALL ACCEPT THE DECISION OF ANY AWARD AS BEING FINAL
AND CONCLUSIVE AND AGREE TO ABIDE THEREBY.
N. ANY DECISION MAY BE FILED WITH ANY COURT AS A BASIS FOR JUDGMENT AND
EXECUTION FOR COLLECTION.
10. TERM OF AGREEMENT AND TERMINATION. This Agreement shall be effective upon
execution, shall continue for one year unless terminated sooner, by the
Contractor, upon giving to the other party thirty (30) days written
notice, after which time this Agreement is terminated. FORTRESS shall be
entitled to the finders fees described in this Agreement for funding or
underwriting commitments entered into by Contractor's client within one
(1) year after the termination of this Agreement if said funding or
underwriting was the result of FORTRESS efforts prior to the termination
of Agreement.
9
10
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed, all as of the day and year first above written.
CONTRACTOR: Woodroast Systems, Inc.
By: /s/ X. X. Xxxxxx
---------------------------------------------
Xxxxxxx Xxxxxx, Chairman of the Board/Chief Executive Officer
FORTRESS: Fortress Financial Group, Ltd.
By: /s/ X. X. Xxxxxx
---------------------------------------------
Xxxxxxx X. Xxxxxx, President
10
