FEE AGREEMENT FOR INTRODUCTION SERVICES
This FEE AGREEMENT FOR INTRODUCTION SERVICES (the "Agreement") is
between The GoCall, Inc., a Delaware Corporation (the "Company") and Kipling
Finance Co., a BVI Corporation (the "Introducer").
WHEREAS, the Company acknowledges that Introducer's talents and
services are of a special, unique, unusual and extraordinary character and are
of particular and peculiar benefit and importance to the Company; and,
WHEREAS, Introducer has agreed to provide services to the Company with
respect to the Company's desire to identify and acquire Internet-related
businesses; and,
WHEREAS, this Agreement is made to set out the compensation,
conditions and guidelines that will govern the relationship between the parties.
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the receipt and sufficiency of which is expressly acknowledged
by the parties hereto, the parties agree as follows:
1. The Services
Effective the date below, and for the term of this Agreement,
Introducer will use its best efforts to search for, identify and make
known to the Company, Internet-related businesses and Assets
("Opportunities") which qualify as potential acquisitions or strategic
alliances by the Company. Such efforts by Introducer shall hereinafter
be referred to as the "Services".
2. Term of Agreement
Unless otherwise terminated as provided hereunder, the Services shall
be provided to the Company from the Effective Date (as defined below)
through December 23, 2000.
3. Costs and Expenses
The Company understands that, in the course of Introducer's efforts to
identify suitable acquisitions, strategic partners or assets for the
Company to purchase, it may be necessary for Introducer to incur
certain costs or expenses. The Company will reimburse Introducer for
its costs or expenses actually incurred and reasonably necessary for
Introducer to provide the Services to the Company, as long as
Introducer's costs and expenses are reasonable and related to
evaluations carried out for the Company's exclusive use. Subject to
the foregoing, and the Company's prior written approval, the Company
will reimburse Introducer for reasonable travel expenses including
lodging and the cost of a rental car, copy and filing fees, and
retrieval costs incurred in researching prospective Opportunities.
/S/
4. Payment for Services/Stock Option
The Company agrees to satisfy Introducers' time and expense incurred,
up to and including the first acquisition by the Company of an
Opportunity introduced or arranged by Introducer (the "Initial
Acquisition") by way of an Option Agreement. The Company hereby grants
to Introducer the option to purchase up to Ten Million (10,000,000)
shares of the Company's no par value common stock (the "Option
Shares") at a price of Fifty ($0.50) Cents per share (the "Exercise
Price") pursuant to the Option Agreement, a copy of which is attached
hereto as Exhibit "A." The Option is transferable and will expire
unless exercised on or before the second anniversary of the execution
date hereof. Introducer has not been engaged to perform, nor will
Introducer agree to perform any services in connection with capital
raising transactions. It is mutually understood and agreed that any
fees for services provided by Introducer on behalf of or which results
in some benefit for the Company in connection with a capital raising
transaction shall be negotiated separately from this Agreement and
paid by the Company in cash.
As further consideration to Introducer, Company agrees to issue
500,000 Restricted Common Shares (Rule 144, 12 month) to Introducer.
5. Involvement of the Company
The Company expects to be kept informed on the progress of
Introducer's services and, in this regard, Introducer agrees to keep
the Company apprised of all material developments in writing at least
monthly.
There may be times when Introducer will need to obtain information
from the Company. All requests for access to documents, employees, or
other information of the Company shall be granted without unreasonable
delay.
6. Termination
Either party may terminate this Agreement upon thirty (30) days notice
by registered or certified mail, return receipt requested, addressed
to the other party. If this Agreement is terminated by either party,
the Company shall only be liable for payment of fees earned by
Introducer as a result of work prior to the effective date of the
termination. The thirty (30) days notice shall be measured from the
date the notice is mailed. This Agreement shall terminate should
Introducer fail to produce a viable target whose asset value exceeds
Ten Million($10,000,000) Dollars within Six (6) months from
commencement of this agreement.
7. Assignment
Notwithstanding contained herein to the contrary, the rights to the
shares underlying the Option, and the obligation to provide the
Services set forth in this Agreement, may be assigned or transferred
by Introducer to an Affiliate or subsidiary, associated or unrelated
person or entity, or as the result of a corporate reorganization or
recapitalization of Introducer. For the purpose of this Agreement the
term "Affiliate" shall be defined as a person or enterprise that
directly, or indirectly, through one or more intermediaries, controls
or is controlled by, or is under common control with Introducer.
/S/
9. Counterparts
A facsimile, telecopy or other reproduction of this instrument may be
executed by one or more parties hereto and such executed copy may be
delivered by facsimile or similar instantaneous electronic
transmission device pursuant to which the signature of or on behalf of
such party can be seen, and such execution and delivery shall be
considered valid, binding and effective for all purposes. At the
request of any party hereto, all parties agree to execute an original
of this instrument as well as any facsimile, telecopy or other
reproduction hereof.
10. Further Documentation
Each party hereto agrees to execute such additional instruments and
take such action as may be reasonably requested by the other party to
effect the transaction, or otherwise to carry out the intent and
purposes of this Agreement.
11. Notices
All notices and other communications hereunder shall be in writing and
shall be sent by prepaid first class mail to the parties at the
following addresses, as amended by the parties with written notice to
the other:
To Introducer: Kipling Finance Co.
Xxxx 0, 0xx Xx. Xxxxx X,
Xxxxx Xxx. Xxxxxx
00 Xxx Xxxxxx Xx., Xxxxxxx Xxx
Xxxxxxx, Xxxx Xxxx
To the Company: GoCall, Inc.
00 Xxxxx Xx. X.
Xxxxxxxxx, Xxxxxxx Xxxxxx X0X 0X0
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
With copy to: The Hartcourt Companies, Inc.
0000 X. Xxxxxx Xx.
Xxxx Xxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
12. Governing Law
This Agreement was negotiated, and shall be governed by the laws of
California notwithstanding any conflict-of-law provision to the
contrary.
13. Entire Agreement
This Agreement sets forth the entire understanding between the parties
hereto and no other prior written or oral statement or agreement shall
be recognized or enforced.
/S/
14. Severability
If a court of competent jurisdiction determines that any clause or
provision of this Agreement is invalid, illegal or unenforceable, the
other clauses and provisions of the Agreement shall remain in full
force and effect and the clauses and provision which are determined to
be void, illegal or unenforceable shall be limited so that they shall
remain in effect to the extent permissible by law.
15. Amendment or Waiver
Every right and remedy provided herein shall be cumulative with every
other right and remedy, whether conferred herein, at law, or in
equity, and may be enforced concurrently herewith, and no waiver by
any party of the performance of any obligation by the other shall be
construed as a waiver of the same or any other default then,
theretofore, or thereafter occurring or existing. At any time prior to
a closing of the Initial Acquisition, this Agreement may be amended by
a writing signed by all parties hereto.
16. Headings
The section and subsection headings in this Agreement are inserted for
convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement the latter
of the dates written below. The "Company" GoCall, Inc. Dated: December 23, 1999
The "Company"
GoCall, Inc.
Dated December 23, 1999 By: Xxxxxxx Xxxx
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Xxxxxxx Xxxx, CFO
"Introducer"
Kipling Finance Co.
Dated December 23, 1999 By: /S/ Xxxxxx X.X. Xxxx
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Xxxxxx X.X.Xxxx, Chairman
