STELLAR TECHNOLOGIES, INC.
0000 XXXXXXX XXXXXXX XXXX, XXXXX 000
XXXXXX, XX
February 22, 2006
MONTEX EXPLORATION, INC.
00 XXXXXXX XXXX
XXXXXX, XXXXXXX XX0 0XX
ATTENTION: XXXXX XXXXXXXXX
Dear Xx. Xxxxxxxxx:
This letter shall serve as an agreement by and between Stellar
Technologies, Inc., a Colorado corporation (the "Company"), and Montex
Exploration, Inc. ("Consultant") in connection with consulting services to be
provided by Consultant to the Company, including introducing the Company to
entities or individuals outside of the Untied States that can provide debt or
equity financing to the Company. It is specifically understood and agreed that
the Company has the right to reject any Transaction (as defined below) proposed
to it by any person for any reason in its sole and absolute discretion. When
used herein, the word "Transaction" shall mean any agreement between the Company
and any other individual or entity regarding any debt or equity investment in
the Company or any share purchase, share exchange, merger, asset purchase or
similar agreement, any joint venture, strategic alliance, partnership or any
similar agreement.
The Consultant hereby agrees that any of the Company's securities offered
or sold to an investor in furtherance of this agreement shall be sold in a
private placement transaction solely to accredited investors who are not "U.S.
persons" ("Qualified Investors") pursuant to the exemption from registration
provided by Rules 901 and 903 of Regulation S under the Securities Act of 1933,
as amended ("Securities Act").
1. In consideration of Consultant introducing the Company to a
Qualified Investor, upon the Company and Qualified Investor
conducting a closing with respect to any of the Company's
securities, the Company shall pay a fee consisting of (i) 8% of the
Aggregate Consideration (as defined below) received by the Company
at the initial closing of the Transaction payable in cash or by wire
transfer of immediately available funds and (ii) warrants to
purchase shares of the Company's common stock equal to 8% of the
shares issuable upon conversion of the notes issued by the Company
in the Transaction at an exercise price of $.40 per share. For the
purposes hereof, the term "Aggregate Consideration" shall mean the
total gross amount of cash and the fair market value (on the
Transaction closing date) of all other property paid to the Company
at the closing of the Transaction, including the total amount of
indebtedness for a borrowed money or similar liability or
obligations of the Company repaid, retired, extinguished or assumed
in connection with the Transaction.
2. Nothing contained herein shall authorize Consultant to act on behalf
on the Company on any matter and Consultant shall not and shall have
no authority to act on behalf of or bind the Company on any matter.
3. In order to induce the Company to enter into this Agreement,
Consultant hereby represents and warrants to the Company as follows:
(a) Neither the Consultant nor any of its affiliates is now nor
has e, she or it ever (i) been registered as a broker-dealer
under the Securities Xxxxxxxx Xxx 0000, as amended ("Exchange
Act"); or (ii) served as a registered representative for any
broker-dealer registered under the Exchange Act.
(b) Consultant shall not engage in any advertising, publish in any
newspaper magazine or similar media or broadcast over
television, radio or the Internet, any communication to any
person for the purpose of soliciting persons who may be
interested in investing in the Company or otherwise engage in
any general solicitation, as that term is defined in the
Securities Act and the rules and regulations promulgated
thereunder, regarding an investment in the Company.
(c) Consultant has known any Qualified Investor it introduces to
the Company prior to the date hereof.
6. Consultant agrees to indemnify, hold harmless and defend the
Company, its directors, officers, and affiliates (each an
"Indemnified Party") from and against any and all claims, suits,
judgments, fines, cost, damages, demands, actions, expenses or
liabilities of any nature which are threatened or brought against
any Indemnified Party by any person arising out of the acts or
omissions of Consultant or any of its agents or affiliates or any
breach of any agreement, representation or warranty of Consultant
contained herein including, but not limited to, any violation of any
provision of the Securities Act, Exchange Act or any rule or
regulation promulgated thereunder.
7. Company agrees to indemnify, hold harmless and defend Consultant
from and against any and all suits, judgments, fines, cost, damages,
demands, actions, expenses or liabilities of any nature which are
threatened or brought against Consultant arising out of any breach
of any agreement, representation or warranty of the Company
contained herein.
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8. The Company shall reimburse Consultant for all reasonable out of
pocket expenses incurred by Consultant in providing services
hereunder within 30 days after Consultant's delivery to the Company
of receipts evidencing such expenditures.
9. Neither Company nor Consultant shall have the right to assign any of
its rights or obligations hereunder.
10. This Agreement may be delivered via facsimile and executed in
counterpart each of which shall be deemed to be an original, and
both of which together shall be deemed to be one and the same
instrument.
11. This Agreement constitutes the entire agreement between the parties
with respect to the subject matter hereof and no party shall be
liable or bound to the other party in any manner by any warranties,
representations, guarantees or covenants except as specifically set
forth in this Agreement. Nothing contained in this Agreement,
expressed or implied, is intended to confer upon any party other
then the parties hereto any rights, remedies, obligations or
liabilities under or by reason of this Agreement, except as
expressly provided in this Agreement.
Please confirm your acceptance of the foregoing by executing the
counterpart signature block below and returning it my attention via facsimile at
(000) 000-0000.
STELLAR TECHNOLOGIES, INC.
By: /s/ Xxxx X. Xxxxxxx
-------------------------
Xxxx X. Xxxxxxx
Chief Executive Officer
AGREED AND ACCEPTED THIS
22nd DAY OF FEBRUARY, 2006
MONTEX EXPLORATION, INC.
By: /s/ Xxxxx Xxxxxxxxx
------------------------------
Name:Xxxxx Xxxxxxxxx
--------------------------
Title:President
-------------------------
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