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EXHIBIT F
[Letterhead of Isis Consulting, Inc.]
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.
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Xx. Xxxx X. Xxxxx
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 acknowledgment and agreement by executing this letter in the space
below. Upon your acknowledgment, this letter will constitute a binding agreement
between us that can only be revised in writing and signed by HSH and Isis.
Kind regards,
Sincerely,
Isis Consulting, Inc.
By: /s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
Title: Chairman & Treasurer
Acknowledged and agreed as
of the date first written
above:
Home State Holdings, Inc.
By: /s/ Xxxx Xxxxx
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Name: Xxxx Xxxxx
Title: Executive Vice President
August 19, 1996
