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EXHIBIT 6.44
FINDERS AGREEMENT, DATED MARCH 29, 1996,
BY AND BETWEEN THE COMPANY AND BRG, INC.
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KCD HOLDINGS INCORPORATED
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March 29, 1996
BRG, Inc.
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RE: KCD HOLDINGS INCORPORATED
Gentlemen:
Confirming our conversation, this letter shall set forth the understanding
between yourself ("BRG") and KCD Holdings Incorporated ("KCD"), with respect to
a potential financing source to be introduced to KCD by BRG. You have indicated
that you are familiar with an "accredited investor" (as that term is defined in
Regulation D as promulgated under the Securities Act of 1933, as amended) who
has expressed an interest to you in purchasing a substantial block of KCD's
common stock in a private transaction (hereinafter referred to herein as the
"Financing Source").
You have indicated to KCD that your role in any potential transaction
between KCD and the Financing Source would be solely limited to the introduction
of said Financing Source to KCD, and that you would not be involved in any
negotiations for the placement of the common stock or make any recommendations
to said Financing Source concerning same.
Based on the foregoing, in the event KCD shall complete a transaction with
the Financing Source presented to KCD by BRG within six (6) months from the date
of introduction, on terms and conditions that are within the sole and absolute
discretion of KCD, then KCD agrees to pay BRG as follows:
1. A cash payment equal to seven percent (7%) of the total amount paid by
the Financing Source to KCD for the purchase of common stock in the transaction.
2. Three percent (3%) of the total amount paid by the Financing Source to
KCD for the purchase of common stock in the transaction will be applied to the
purchase of KCD common stock by BRG, at the same price paid by the Financing
Source in the transaction.
3. The foregoing payments will be made to BRG upon completion of the final
closing of the transaction with the Financing Source.
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March 29, 1996
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It is understood and agreed that KCD has the right, without any liability to
BRG, to terminate discussions with the Financing Source presented to KCD by BRG
for any reason whatsoever at any time. It is agreed that no compensation will be
due BRG unless a transaction BRG, Inc. is consummated with the Financing Source
and payment received by KCD in accordance with the terms of the transaction.
This agreement sets forth the entire understanding of the parties relating
to the subject matter hereof, and supersedes and cancels any prior
communications, understandings and agreements between the parties with respect
to the subject matter hereof. This agreement cannot be modified or changed, nor
can any of its provisions be waived, except by a writing signed by all parties.
This agreement shall be governed by the laws of the State of California.
If the foregoing meets with your understanding, kindly acknowledge your
acceptance at the place indicated on this letter and on the enclosed copy of
this letter. Please return one of the executed letters to me and keep one for
your files.
Very truly yours,
KCD HOLDINGS INCORPORATED
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Secretary
and Director
ACCEPTED AND AGREED TO THIS ____ DAY OF MARCH, 1996:
By:
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Its:
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