Isis Consulting, Inc.
00 X. 00xx Xxxxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Tel: 000-000-0000
Fax: 000-000-0000
PRIVATE AND CONFIDENTIAL
August 15, 1996
Xx. Xxxx X. Xxxxx
Executive Vice President
Home State Holdings, Inc.
0 Xxxxx Xxxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
Re: Sources of Finance
Dear Xxxx:
This letter will serve to confirm our agreement regarding the
investigation and identification of sources of capital for Home State Holdings,
Inc. ("HSH").
Isis Consulting, Inc. ("Isis") has been made aware of the certain and
immediate capital needs of HSH and has introduced Swiss Re America Corporation
("SRA") as a private source of such capital. In that respect Xxxx has offered to
act as a "finder". HSH has indicated that it would compensate Isis if the
introduction to SRA results in a transaction leading to the availability of
funds. It is understood that Xxxx will not provide any advice with respect to
the terms of the transaction or the merits of any offers. Further, Xxxx will not
participate in any negotiations other than to respond to any enquiries regarding
issues within its scope of competence. With regard to any materials or data
provided by HSH for the purpose of making the introductions, Xxxx undertakes to
keep them in strictest confidence and will not disclose the information to third
parties without your consent.
As we have discussed, if a transaction is consummated with SRA or any of
its affiliates, HSH has agreed to pay Isis a "finders fee" of $100,000 in
respect of such capital provider plus 1% of the total amount of capital paid,
which fee would be payable when such capital is actually transferred to HSH. HSH
also understands and agrees that the fee of 1% of capital raised will apply not
only to any initial infusion of capital but also to any future transactions with
SRA for a period of one year from the date of this letter. Xxxx anticipates that
the terms of compensation for having served as a "finder" will be reflected and
honored in any resulting definitive purchase agreement.
Finally, as we have previously disclosed to you, Isis is owned, in part,
by an affiliate of SRA. HSH acknowledges that it is aware of such ownership
interest and waives any conflict of interest arising as a result thereof.
If the foregoing correctly reflects our understandings and agreements,
please indicate your acknowledgement and agreement by executing this letter in
the space below, Upon your acknowledgement this letter will constitute a binding
agreement between us that can only be revised in writing and signed by HSH and
Xxxx.
Kind regards,
Sincerely,
Isis Consulting, Inc.
By: /s/ Xxxxx Xxxxxx
-----------------------------
Name: Xxxxx Xxxxxx
Title: Chairman & Treasurer
Acknowledged and agreed as of the
date first written above:
Home State Holdings, Inc.
By: /s/ Xxxx Xxxxx
--------------------------------
Name: Xxxx Xxxxx
Title: Executive Vice President
August 19, 1996
