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INCORPORATED
This Agreement (the "Agreement") is dated April 14, 1999 and is entered
into by and between NOVA PHARMACEUTICAL INC., (hereinafter referred to
as "CLIENT') and THE COMPASS POINT GROUP, INC. (hereinafter referred to
as "CPG").
1. CONDITIONS. This Agreement will not take effect and CPG will
have no obligation to provide any service whatsoever, until CLIENT
returns a signed copy of this Agreement to CPG (either by mail or
facsimile copy). CLIENT shall be truthful with CPG in regard to any
relevant material regarding CLIENT, verbally or otherwise, or this
entire Agreement will terminate and all monies paid shall be forfeited
without further notice. Agreed, CLIENTS INITIALS._/s/ RM.
Upon execution of this Agreement, CLIENT agrees to cooperate with CPG
and keep CPG informed of any developments of importance pertaining to
the CLIENT'S business, and abide by this Agreement in its entirety.
2 SCOPE AND DUTIES. During the term of this Agreement, CPG will
perform the following services on a best efforts basis for CLIENT:
2.1 Advice and Counsel. CPG will provide advice an counsel
regarding CLIENT's strategic business and financial plans, strategy and
negotiations with potential lenders/investors, joint ventures,
corporate partners and others involving financial and financially
related transactions.
2.2 Mergers and Acquisitions. CPG will provide assistance to
CLIENT, as mutually agreed, in identifying M&A candidates, assisting in
any due diligence process, recommending transaction terms and
participating in negotiations.
2.3 Introductions to the Investment Community. CPG has a
familiarity or association with numerous broker/dealers and investment
professionals across the country and will enable contact between CLIENT
and/or CLIENT's CLIENTs to facilitate business transactions among them.
CPG shall use their contacts in the brokerage community to assist
CLIENT in establishing relationships with Private Equity Capital
Sources [Venture Capita, ET. AL] and securities dealers while providing
the most recent corporate information to interested securities dealers
on a regular and continuous basis. CPG understands that this is in
keeping with CLIENT's business objective to market CLIENT's business or
project to the investment community.
2.4 CLIENT and/or CLIENT's CLIENT Transaction Due Diligence. CPG
will participate in the due diligence on all proposed financial
transactions affecting the CLIENT, of which CPG is notified in writing
in advance, including investigation and advice on the financial,
valuation and stock price implications thereof.
2.5 Ancillary Document Services. If necessary, CPG will undertake
the development, editing and production of documents necessary to
procure the agreed upon capital formation: Private Placement
Memorandum, Investment Marketing Memorandum, and Business Plan.
Client acknowledges that once documentation production has commenced,
if client refuses editing process or terminates the Agreement to
produce said documentation prior to its completion, or if client does
not contract with The Compass Point Group, Inc. For capital formation
services-no refunds of cash or stock shall be granted.
Production shall commence immediately with normal production time range
of two [2] to three [3] weeks depending upon client's availability for
editing process and barring any mechanical failures or emergency
occurrences beyond the control of client and/or The Compass Point
Group, Inc.
2.6 Additional Duties. CLIENT and CPG shall mutually agree upon
any additional duties that CPG may provide for compensation paid or
payable by CLIENT 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.
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2.7 Best Efforts. CPG shall devote such time and bet efforts to the
affairs of the CLIENT as is reasonable and adequate to render the
consulting services contemplated by this Agreement. CPG is not
responsible for the performance of any services which may be rendered
hereunder without the CLIENT providing the necessary information in
writing prior thereto, nor shall CPG include any services that
constitute the rendering of any legal opinions or performance of work
that is in the ordinary purview of the Certified Public Accountant.
CPG cannot guarantee results on behalf of CLIENT, but shall pursue all
avenues available through its' network of financial contacts. At such
time as an interest is expressed in CLIENT's needs, CPG shall notify
CLIENT 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
CLIENT. It is understood that a portion of the compensation to be paid
hereunder is being paid hereunder by CLIENT to have CPG remain
available to assist with transactions on an as-needed basis. CPG's
duty is to introduce and market CLIENT's funding request to appropriate
funding sources. CPG will in no way act as a "broker-dealer" under
state securities laws. Because all final decisions pertaining to any
particular investment are to be made by CLIENT, it will, in some cases,
be CLIENTS' responsibility to communicate with potential funding
sources pertaining to the CLIENT's funding request.
2.8 Non-Guarantee. CPG MAKES NO GURARANTEE THAT CPG WILL BE ABLE
TO SUCCESSFULLY MARKET AND IN TURN SECURE A LOAN OR INVESTMENT
FINANCING FOR CLEINT, OR TO SUCCESSFULLY PROCURE SUCH LOAN OR
INVESTMENT WITHIN CLIENTS DESIRED TIMEFRAME OR TO GUARANTEE THAT IT
WILL SECURE ANY LOAN OR INVESTMENT FINANCING WITH A SPECIFIC OR MINIMUM
RETURN, INTEREST RATE OR OTHER TERMS, NEITHER ANYTHING IN THIS
AGREEMENT NOR THE PAYMENT OF DEPOSITS TO CPG BY CLIENT PURSUANT TO FEE
AGREEMENTS FOR OUTSIDE SERVICES (DOCUMENTATION, DESIGN, ADVERTISING, ET
AL.) SHALL BE CONSTRUED AS ANY SUCH GUARANTEE. ANY COMMENTS MADE
REGARDING POTENTIAL TIME FRAMES OR ANYTHING THAT PERTAINS TO THE
OUTCOME OF CLIENT'S FUNDING REQUESTS ARE EXPRESSIONS OF OPINION ONLY.
CLIENT HAS NOT BEEN REQUIRED TO MAKE EXCLUSIVE USE OF CPG FOR ANY
SERVICES OR DOCUMENTATION DEEMED NECESSARY FOR THE PURPOSE OF SECURING
INVESTMENTS. CPG HAS MADE NO SUCH DEMANDS IN ORDER FOR CLIENT'S
PROJECT TO BE MARKETED UNDER THE TERMS OF THIS AGREEMENT. CPG HOLDS NO
EXCLUSIVE RIGHTS TO THE MARKETING OF CLIENT'S PROJECT.
Agreed, CLIENT INITIALS:_/s/ RM
Compensation to CPG.
3.1 A. CLIENT hereby agrees to pay CPG $80,000 annually for the
above services plus the fees outlined in paragraphs 3.2,3.3, and 3.4
below. The fees (exclusive of those outlined in 3.2, 3.3. and 3.4
below) will be paid as follows: $35,000 in cash upon the execution of
this Agreement plus $4,091 monthly thereafter to be received by the 5th
day of the calendar month.
OR B. The CLIENT may, however, elect to pay for the services
(exclusive of 3.2, 3.3. and 3.4 below) by paying $50,000 in cash and
.05% in the form of the CLIENT's common stock. These monies would be
due as follows: upon the execution of this Agreement $20,000 in cash
and $60,000 of the CLIENT's common stock and then $2,727 monthly
thereafter to be received the 5th day of the calendar month. Option
elected, CLIENT INITIALS:________
OR C. The CLIENT may, however, elect to pay for these services
(exclusive of 3.2,3.3 and 3.4 below) by paying $10,000 in cash and 1.5%
in the form of the CLIENT's common stock. These monies and securities
would be due immediately upon execution of the agreement. Option
elected, CLIENT INITIALS:__________
OR D. The CLIENT may, however, elect to pay for these services
(exclusive of 3.2,3.3 and 3.4 below) by 54,000 shares in the form of
the CLIENT's common stock. These securities would be due immediately
upon execution of the agreement. Option elected, CLIENT INITIALS:_/s/
RM
Note to D: CLIENT may, at its opinion, purchase back the 54,000 shares
in the form of the CLIENT'S common stock from CPG for the amount of
$100,000 to be executed not later than 60 calendar days from the
execution of this agreement. CLIENT INITIALS: /s/ RM
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3.2 In the event that CPG, on a non-exclusive basis introduces CLIENT
or a CLIENT 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
CLIENT or CLIENTs affiliate, CLIENT hereby agrees to pay CPG advisory
fees based on the following schedule derived from such funding,
underwriting, merger, joint venture or similar agreement with CLIENT or
CLIENT's CLIENT, unless generally accepted industry standards dictate
otherwise, fees shall be payable at the Close of the transaction or
when that is not practical with 24 hours after CLIENT has received the
proceeds of such investment. The advisory fee is payable upon the
commencement of such funding, underwriting, merger, joint venture or
similar agreement with CLIENT or CLIENT's CLIENT. This provision shall
survive this Agreement for a period of one year even though the term of
this Agreement may have expired, as pursuant to the section titled
"Term of Agreement and Termination". If CPG's efforts produce any
investment in accordance with the terms and conditions set for the in
Section 3, and CLIENT rejects said funding, a finders fee and expenses
will become immediately due and payable. CPG shall also be entitled to
50.% of finders fee outlined in paragraph 3.3. or 3.4 below, in
connection with any and all investment offers from CLIENT Contacts.
Agreed, CLIENT INITIALS:__/s/ RM
3.3 Fees for Direct Investment or Merger. CLIENT shall pay CPG a
finder's fee of 5.0% of total amount offered or committed to CLIENT or
in a Merger/Acquisition scenario, 5.0% of the total value of the
transaction resulting from an introduction or negotiation by CPG. The
5.0% shall be paid in cash at the Close of the transaction.
Additionally, CPG shall receive 100,000 options exercisable without
cash at a 30.0% discount to market [calculated on the day funding in
any amount occurs] and expiring three years from the signing of this
contract. The share issueable upon exercise of the warrants will have
standard piggyback registration rights. The fees [cash and stock]
shall be paid upon signing a term sheet with the investor.
Additionally, upon successful merger or acquisition CPG shall receive
1% of the total merger value in the form of the surviving entity's free
trading stock.
Fees for Introduction to a Third Party Investment. CLIENT shall pay
CPG a finder's fee of the total amount offered or committed to CLIENT
of one percent (1.0%) in cash and a cash equivalent equal to 5.0% of
the total raise offered or committed to CLIENT in the form of shares of
the CLIENTS free trading stock. Additionally, CPG shall receive
100,000 options exercisable without cash at a 30.0% discount to market
[calculated on the day funding in any amount occurs] and expiring three
years from the signing of this contract. The shares issueable upon
exercise of the warrants will have standard piggyback registration
rights. The fees [cash and stock] shall be paid upon signing a term
sheet with the investor.
THE FEES PROVIDED FOR IN SECTIONS 3.3 AND 3.4 ARE NOT INTENDED TO AND
WILL NOT APPLY CUMULATIVELY TO THE SAME FUNDING; HOWEVER, EACH MAY
APPLY TO DIFFERENT PORTIONS OF A TRANSACATION COMPRISING DIFFERENT
FUNDING SOURCES.
3.5 Expenses. If CLIENT accepts any investment provided under this
Agreement, CLIENT shall reimburse CPG for reasonable expenses incurred
in performing its duties pursuant to this Agreement (including
printing, postage, express mail, photo reproduction, travel, lodging,
and long distance telephone and facsimile charges). Such reimbursement
will be payable within 24 hours after CLIENT's receipt of CPG invoice
for same.
3.6 Additional Fees. CLIENT and CPG shall mutually agree upon any
additional fees that CLIENT may pay in the future for services rendered
by CPG under this Agreement. Such additional agreement (s) may,
although there is no requirement to do so, be attached hereto and made
apart hereof as Exhibits beginning with Exhibit A.
3.7 Interest on Funds Due. CLIENT shall pay interest on all payment
in arrears due CPG, at the rate of ten percent (10.0%) per annum.
3.8 Terms and Conditions of Investment. CLIENT is not obligated to
accept any investment from any potential investor under the following
conditions:
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[i] CLIENT may reject any investment from any potential investor that
does not qualify as an "accredited investor" under Rule 501 (a) of the
securities an Exchange Commission.
[ii] CLIENT may reject any investment from any single potential
investor that is less than $250,000. US.
[iii] CLIENT may reject any equity investment from any potential
investor, or all investment, if after the completion of all such
investment, or all investors would hold or be entitled to hold a
majority of the issued and outstanding shares of capital stock of
CLIENT pursuant to reasonable valuation.
[iv] CLIENT reserves the right to refuse any equity investment that
requires equity at more than a 30% discount to market.
3.9 Investment Source[s] Disclosure. It is fully understood that
in some cases CPG's investment/lending sources that may be public
sources and who may independently approach CLIENT without the
assistance of CPG. CPG makes no claims to have SPECIAL relationships
with sources and is not to be considered as having any capabilities of
expediting or `pushing' CLIENT's case through any approval channels
outside the norm of any request of this type. The sources in the CPG
database are sources compiled by CPG from created relationships as well
as lists purchased or requested for the purpose of building a
comprehensive LENDER/INVESTOR MARKETING SERVICE.
Agreed, CLIENT INITIALS:__/s/ RM
4. Indemnification. The CLIENT agrees to indemnify and hold
harmless CPG, each of its officers, directors, employees and each
person, if any, who controls CPG 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 as the client
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 their own act,
omission or negligence. All remedies provided by law, or in equity
shall be cumulative and not in the alternative.
CPG agrees to indemnify and hold harmless CLIENT, each of its officers,
directors, employees and each person, if any, who controls CLIENT
against any and all liability, loss and costs, expenses or damages,
including but not limited to, any and all expenses whatsoever
reasonably incurred in investigation, preparing or defending against
any litigation, commenced or threatened, or any claim whatsoever or
howsoever cause 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 an material
fact, or any misrepresentation of any material fact or any breach of
any material warranty or covenant as CPG 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.
5. CLIENT Representations. CLIENT hereby represents,
covenants and warrants to CPG as
follows:
5.1 Authorization. CLIENT and its signatories herein have full
power and authority to enter into this Agreement and to carry out the
transactions contemplated hereby.
5.2 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 of CLIENT, or
violate any terms of provision of any other Agreement or any statue or
law.
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5.3 Agreement in Full Force and Effect. All contracts,
agreements, plans, leases, policies, and licenses referenced herein to
which CLIENT is a party are valid and in full force and effect.
5.4 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 CLIENT threatened against or
invoking CLIENT, or which questions or challenges the validity of this
Agreement and its subject matter; and CLIENT does not know or have any
reason to know of any valid basis for any such action, proceeding or
investigation.
5.5 Consents. No consent of any person, other than the signatories
hereto, is necessary to the consummation 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.
5.6 CPG Reliance. CPG has and will rely upon the documents;
instruments and written information furnished to CPG by the CLIENT's
officers or designated employees.
A. CLIENTs Material. All representations and statements provided
herein about the CLIENT are true and complete and accurate to the best
of CLIENT's knowledge. CLIENT agrees to indemnify, hold harmless, and
defend CPG, its officers, directors, agents and employees, at CLIENTS's
expense for any proceeding or suit which may raise out of any
inaccuracy or incompleteness of any such material or written
information supplies to CPG.
CLIENT'S CLIENT and Other Material. CLIENT warrants that all
representation and statements provided, other than that about the
CLIENT, are, to the best of its knowledge, true, complete and accurate.
5.7 SERVICES NOT EXPRESS OR IMPLIED.
CPG has not agreed with CLIENT in the 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 CLIENTs securities
or in any specific securities or securities in which CLIENT or CLIENT's
CLIENT has an interest; and,
Any payments made herein to CPG are not, and shall not be construed as,
compensation to CPG for the purposes of making a market, to cover CPG
out-of-pocket expenses for making a market, or for the submission by
CPG of an application to make a market in any securities; and
No payments made herein to CPG 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.
6. Confidentiality.
6.1 CPG and CLIENT each agree to provide reasonable
security measures to keep information confidential where release
may be detrimental to their respective business interests. CPG and
CLIENT shall each require their employees, agents, affiliates,
subCLIENTs, other licensees, and others who will have access to the
information through CPG and CLIENT respectively, to first enter
appropriate non-disclosure Agreements requiring the confidentiality
contemplated by their Agreement in perpetuity.
6.1 CPG will not, either during its engagement by the CLIENT
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 CLIENT or any of its affiliates in any way
acquired or used by CPG during its engagement by the CLIENT.
Confidential information, knowledge or date of the CLIENT and its
affiliates shall not include any information that is, or become
generally available to the public other than as a result of a
disclosure by CPG or its representatives.
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7. Miscellaneous Provisions.
7.1 Amendment and Modification. This Agreement may be amended,
modified and supplemented only by written agreement of CPG and CLIENT.
7.2 Waiver of Compliance. Any failure of CPG, on the one hand, or
CLIENT 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.
7.3 Expenses: Transfer Taxes, Etc. Whether or not the
transaction, if any, contemplated by this Agreement shall be
consummated, CPG agrees that all fees and expenses incurred by CPG in
connection with the Agreement shall be borne by CPG and CLIENT agrees
that all fees and expenses incurred by CLIENT in connection with this
Agreement shall be borne by CLIENT, including, without limitation as to
CPG or CLIENT, all fees of counsel and accountants.
7.4 Compliance with Regulatory Agencies. Each party agrees that
all actions, direct or indirect, taken by it and it's 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.
7.5 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 addresses to the "Contact Person" at the
addresses appearing in the introductory paragraph of this Agreement,
but any party may change his address
7.6 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.
7.7 Delegation. Neither party shall delegate the performance of
its duties under this Agreement without the prior written consent of
the other party.
7.8 Publicity. Neither GPG nor CLIENT 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.
7.9 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 California, without regard to its
conflict of law doctrine. CLINET and CPG agree that if any action is
instituted to enforce or interpret any provision of this Agreement, the
jurisdiction and venue shall be San Diego County, CA.
7.10 Counterparts. This Agreement may be executed simultaneously in
two or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument.
7.11 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.
7.12 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.
7.13 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.
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7.14 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' fee 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.
7.15 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.
7.16 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 reasonable necessary or convenient to implement
and carry out the intent and purpose of this Agreement.
7.17 Relationship of the Parties: Nothing contained in this
Agreement shall be deemed to constitute either party to become the
partner or the other, the agent or legal representative of the other,
nor create any fiduciary relationship between them, except as otherwise
expressly provided herein. It is not the intention of the parties to
create nor shall this Agreement be construed to create any commercial
relationship or other partnership. 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. The rights, duties, obligations and liabilities of the parties
shall be separate, not joint or collective. 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.
7.18 No Authority to Obligate the CLIENT. Without the consent of
the Board of Directors of the CLIENT, CPG shall have no authority to
take, nor shall it take, any action committing or obligating the CLIENT
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. THIS ARBITRATION AGREEMENT IS SPECIFICALLY INTENDED TO INCLUDE
ANY AND STATUTORY CLAIMS WHICH MIGHT BE ASSERTED BY ANY PARTY.
F. ALL DISPUTES, CONTROVERSIES, OR DIFFERENCES BETWEEN THE CLIENT,
CPG OR ANY OF THEIR OFFICRS, 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 ARBITRTION RATHER THAN
THROUGH LITIGATION.
G. THE UNDERSIGNED CLIENT HEREBY AGREES TO SUBMIT THE DISPUTE FOR
RESOLUTION TO EITHER THE AMERICAN ARBITRATION ASSOCIATION, IN SAN
DIEGO, CALIFORINA WITHIN FIVE (5) DAYS AFTER RECEIVING A WRITTEN
REQUEST TO DO SO FROM ANY OF THE AFORESAID PARTIES.
H. 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.
I. ANY HEARING SCHEDULED AFTER AN ARBITRATION IS INITIATED SHALL
TAKE PLACE IN SAN DIEGO COUNTY, CALIFORNIA, AND THE FEDERAL ARBITRATION
ACT SHALL GOVERN THE PROCEEDING AND ALL ISSUES RAISED BY THIS AGREEMENT
TO ARBITRATE.
J. IF ANY PARTY SHALL INSTITUTE ANY COURT PROCEEDING IN AN EFFORT
TO RESIST ARBITRTION AND BE UNSUCCESSFUL IN RESISTING ARBITRATION OR
SHALL UNSUCCESSFULLY CONTEST THE JURISDICTION OF ANY ARBITRATION FORUM
LOCATED IN SAN DIEGO COUNTY, CALIFORNIA, 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
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K. 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. THE PARTIES SHALL ACCEPT THE DECISION OF ANY AWARD AS BEING
FINAL AND CONCLUSIVE AND AGREE TO ABIDE THEREBY:
M. 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 either party, upon giving to the other party five (5) days
written notice, after which this Agreement is terminated. CPG shall be
entitled to the finders fees described in this Agreement for funding or
underwriting commitments entered into by CLIENT's CLIENT within two(2)
year after the termination of this Agreement if said funding or
underwriting was the result of CPG efforts prior to the termination of
Agreement. Any future compensation due CPG after termination shall be
cancelled.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed, all as of the day and year first above written.
NOVA PHARMACEUTICAL INC.
/s/ ▇▇▇▇▇ ▇▇▇▇
By: ▇▇▇▇▇ ▇▇▇▇
Its: President
CPG: THE COMPASS POINT GROUP, INC.
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
By:__________________________
