Exhibit 10.1
FINDER'S FEE AGREEMENT
THIS AGREEMENT is entered into this 12th day of July, 2005, by and BETWEEN
A MORTGAGE SOURCE INTERNATIONAL, INC., d/b/a INVESTMENT CONSULTING GROUP, INC.,
located at 00 Xxxx Xxxx Xxxxxx, Xxxxx 000, Xxxxxxx, XX 00000, our parent company
located at 00 Xxxx Xxxx Xxxxxx, Xxxxx 000, Xxxxxxx, XX 00000 (hereinafter
referred to as the "Finder") AND MILLENIUM HOLDING GROUP., located at 00 Xxxxxxx
Xxxx, Xxxxxxxxx, XX 00000 (hereinafter referred to as the "Client").
NOW THEREFORE, in consideration of the mutual covenants herein contained
and other good and valuable consideration, the sufficiency and receipts of which
is hereby acknowledged, the parties agree as follows:
1. APPOINTMENT:
The Client hereby authorizes Finder, on a nonexclusive basis, to identify
investors, underwriters, joint ventures, lenders and/or guarantors (collectively
"Investors") interested in providing financing for the Client, on terms
acceptable to the Client and the Investors.
It is understood that the Finder is acting as a finder only and is not a
licensed securities or real estate broker/dealer that shall have no authority to
enter into any commitments on the Client's behalf, or to negotiate the terms of
financing, or to perform any act which would require the Finder to become
licensed as a securities or real estate broker/dealer.
2. RELATIONSHIP BETWEEN THE PARTIES:
Finder acknowledges that he is not an Officer, Director or Agent of the Client,
he is not and will not be responsible for any management decisions on behalf of
the Client. The Client and the Finder agree that the relationship between the
parties shall be that of an independent contractor.
3. COMPENSATION:
Any Financing, pursuant to said introduction, that is consummated after the date
of execution of this Agreement or within 12 months after termination of this
Agreement, Client agrees to pay the Finder a five percent (5%) fee of the gross
amount of all funds obtained, payable directly to Finder immediately upon
completion of any said funding. Upon the completion and full compensation of
said Agreement, Client agrees any future engagement with a Finder introduced
funding source, shall be deemed as an introduction stemming from said engagement
of Finder and thus, is eligible to a like compensation.
"Financing", as used herein, shall mean all amounts furnished to or for the use
of the Client with investors/financiers directed or introduced by, or through
the efforts of the Finder after the date of this Agreement, whether by
investment in equity of the Client, loans, loan commitments, guarantees of
indebtedness, leasing, sale and leaseback, joint ventures or licensing.
4. NON-CIRCUMVENTION AND LIQUIDATED DAMAGES:
The Client expressly agrees not to attempt, in any way or manner, to circumvent
or deny Finder's interest in said introduced entities. The Client expressly
acknowledges that it is obligated to fully compensate Finder in accordance with
the provisions of Paragraph 3 herein; pending Client does strategic business
with said introduced entity/entities notwithstanding specific terms and
conditions that may vary from those enumerated herein. The parties hereto
expressly acknowledge that in the event that the Client breaches this Agreement,
the damages resulting from such a breach would be extremely difficult to
determine in that the lost potential future income and business for the Finder
and for his services in this matter would be lost and such damages could be
detrimental to the Finder. Therefore, the parties hereto expressly agree that in
the event of the Client's breach of this Agreement, the Client shall be
obligated to pay Finder double the compensation as defined in Paragraph 3
hereof, as liquidated damages.
5. CONFIDENTIALITY:
Finder acknowledges that he may have access to confidential information
regarding the Client and its business. Finder agrees that he will not, during or
subsequent to the term of this Agreement, divulge, furnish, or make accessible
to any person (other than with the permission of the Client) any knowledge or
information or plans of the Client with respect to the Client or its business.
All information disclosed between the parties shall be deemed as confidential.
6. ACCURATE INFORMATION:
The Client hereby represents and warrants that all information provided to the
Finder pertaining to the Client shall be true and correct; and the Client shall
hold the Finder harmless from any and all liability, expenses or claims arising
from the disclosure or use of such information.
7. MODIFICATION AND WAIVER:
None of the terms or conditions of this Agreement may be waived except in
writing by the party which is entitled to the benefits thereof. No supplement,
modification or amendment of this Agreement shall be binding unless executed in
writing by Finder and Client. No waiver of any of the provisions of this
Agreement shall be deemed or shall constitute a waiver of any other provision
(whether or not similar) nor shall such waiver constitute a continuing waiver.
8. TERMS AND TERMINATION:
This Agreement shall be for a period of one (1) year commencing upon date of
execution specified below.
Either party may terminate this Agreement upon thirty days (30) written notice.
It is understood that during the thirty day (30) period following notice of
termination, the Finder will continue any work undertaken on behalf of the
Client which can reasonably be completed within the thirty day (30) period.
Upon execution of said Agreement, Client agrees to the following: any financing
sources, institutions, individuals and strategic partners that are introduced by
the Finder and/or Finders actions, will be deemed originals and exclusive to
that of the Finder.
THIS AGREEMENT MAY BE DEEMED ORIGINAL VIA FAX TRANSMISSION.
MILLENIUM HOLDING GROUP, INC.
By:
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Client Signature Witness
Xxxxxxx X. Xxx, President Xxxxx Xxxxxxxxxx
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Print Name Print Name
July 12, 2005 July 12, 2005
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Date Date
INVESTMENT CONSULTING GROUP, INC.
By:
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Finder Signature Witness
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Print Name Print Name
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Date Date
