Exhibit 10.27
AGREEMENT - Bristol Capital, LLC
THIS AGREEMENT (the "Agreement") is made on, and has effect as of, this 27th day
of February. 1999, by and among Carnegie International Corporation, a Colorado
Corporation (the "Buyer"), Paramount International Telecommunications, Inc. (the
"Company"), and Bristol Capital, LLC ("Bristol). Defined terms in this Agreement
shall have the meanings ascribed to them in the Stock Purchase Agreement between
the Buyer and Xxxxxxx Xxxxxx, Xxxxx Xxxxx, Xxxxx Xxxxx and Xxx Xxxxxx, dated
February 26, 1999 (the "Stock Purchase Agreement).
RECITALS
A. The Company and Bristol entered into a Consulting Agreement, dated December
1, 1998, as amended, (the "'Consulting Agreement), whereby upon the
provision by Consultant of certain finder services (the "Services"), Company
agreed to compensate Bristol in the form of a finder's fee.
B. The Services of Bristol resulted in the Stock Purchase Agreement whereby the
stock of Company was sold to Buyer.
C. Having completed the services, Consultant is entitled to receive a finder's
fee in the form of securities and cash.
D. The securities portion of the finder's fee having been paid, the parties
desire to state the terms upon which the cash portion of the finder's fee
shall be paid as well as other terms and conditions relating to the
securities.
NOW, THEREFORE, in consideration of the foregoing, the mutual covenants,
agreements, representations and warranties contained in this Agreement, and
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:
I. Buyer and Company agree that Buyer shall pay to Bristol the sum of Three
Hundred and Fifty Thousand Dollars ($350,000) concurrently with the payment of
the cash consideration to Sellers pursuant to Sections 2.2 and 2.6 of the Stock
Purchase Agreement. Payment shall be made by wire transfer of U.S. dollar
denominated currency to the account of Bristol's designee as follows: Law
Offices of Xxxxx Xxxxxx, Xxxxx Fargo Bank Attorney Trust Account No.
0465-420826, ABA No. 121 -000-248.
2. Upon the payment indicated immediately above, Company's cash obligation to
Bristol under the Consulting Agreement shall be satisfied.
3. This Agreement shall be a binding agreement among the parties and the Stock
Purchase Agreement including but not limited to Sections 3.26, 4.5, 11.8, shall
in no way prevent, prohibit, restrict, or otherwise limit this Agreement and/or
the payment to Bristol or its designee referred to Section 1 above.
4. The parties will maintain this Agreement in confidence and shall not divulge
the same unless (a) such information is already known to such party or to others
not bound by a duty of confidentiality or such information become publicly
available through no fault of such party, (b) the use of such information is
necessary or appropriate in making any filing, announcement or obtaining any
consent or approval required for the consummation of the Contemplated
Transactions, or (c) the furnishing or use of such information is required by or
necessary or appropriate in connection with legal proceedings, or reporting
requirements.
5. This Agreement will be governed by the laws of the State Of California,
without regards to conflicts of law principles. The parties hereby submit
themselves to the federal and state courts in the State of California. The
prevailing party in any action, suit, claim, or proceeding shall be entitled
attorney's fees from the non-prevailing party.
IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement as of the date first written above.
BRISTOL CAPITAL, LLC
By: /s/ Xxxx Xxxxxxx
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Title: President
CARNEGIE INTERNATIONAL CORPORATION
By: /s/ Xxxxxx Xxxxxx
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TITLE: PRESIDENT
PARAMOUNT INTERNATIONAL TELECOMMUNICATIONS, INC.
BY: /S/ XXXXXXX XXXXXX
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Title: President
