Ref.-FCC/CTI-011A
REMUNERATION FOR SERVICES
AGREEMENT
This Agreement comprising 6 (six) pages is signed this 10th January
1996 by and between:
Fima Capital Corporation Ltd., a corporation incorporated in and
subject to the laws of the Territory of the British Virgin Islands
registered under the number 135682 and having its registered office
at: Craigmuir Chambers, P.O.Box 71, Road Town, Tortola, British
Virgin Islands, (hereinafter "FCC") and represented by Mr. Gamal
Ashraf Marwan in his capacity as President, of the one part, and;
Churchill Technology Inc., a corporation incorporated in and subject
to the laws of the State of Colorado, and having its principal place
of business at: 181 Cooper Ave., Tonawanda, New York, (hereinafter
"NOVON" or the "company") and represented by Mr. Robert Downie in his
capacity as President and CEO, of the second and final part;
Whereas FCC is prepared to employ it's best endeavours to provide the
financing requirements as detailed out in the Presentation and
wherever FCC is mentioned in this Agreement in respect to the
provision of services, funds or financing, such mention shall include
FCC investors, bankers, banking relations, external investors
introduced by FCC and in general any source of such services, funds
or financing that FCC may cause to be employed in the fulfilment of
FCC's obligations hereunder detailed.
Whereas FCC is prepared to provide various services to Novon in an
effort to assist Novon in the successful implementation of the
Business Plan.
Whereas Novon accepts that FCC's effective provision of such
financing requirements as detailed in the Presentation shall be
remunerated.
Whereas Novon accepts that FCC's effective provision of services
which may help Novon in its successful implementation of the Business
Plan shall also be remunerated.
GIVEN THAT WHICH PRECEDES THE PARTIES HERETO HEREBY AGREE TO THAT
WHICH FOLLOWS:
_________________________ _______________________________
Churchill Technology Inc. Fima Capital Corporation Ltd.
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1. FCC's contributions to help achieve the objectives set out in
section 3 of the Presentation
During the period that the current SEC investigation is still
ongoing FCC will employ its best endeavours to:
1.1. Provide funds as warranted up to the amount of US
$3,000,000 (Three million US Dollars) (hereinafter referred
to as the "Loan").
1.2.The Loan may be made, if deemed appropriate, as a Medium
Term Secured Convertible Debenture (the "Debenture").
The Debenture shall be secured by a primary lien over the
company's Novon and Vertix patent assets (the " patent
assets"), any income streams, and any plant or equipment
that may have been acquired in part or in whole with funds
arising from the Debenture.
1.3. Under the terms of this Agreement FCC undertakes to arrange
for medium term financing to be made available against
income streams arising from royalty or similar sources (the
"income streams"). In the event that the parties with whom
FCC may arrange such financing to be made available require
a first lien over the income streams, then FCC undertakes
to assign such first liens over the income streams which
FCC may have taken or caused to be taken as security for
the Loan to be made freely available to those parties
providing finance against the income streams.
At such time FCC's first lien over the income streams will be
converted to a second lien. The first lien that FCC may have
taken over Novon's patent assets and/or plant and equipment shall
not be affected by this provision and FCC makes no undertaking to
reduce it's lien over Novon's patent assets and FCC shall, at
FCC's sole discretion, maintain a first lien over Novon's patent
assets. Insofar as may be required to ensure the successful
acquisition of a credit line the primary lien over the income
streams may be transferred, in part or in whole, to the banking
institution which will eventually give the company a credit line
against the income streams. At this time FCC will take a
secondary lien over the income stream in addition to maintaining
the primary lien as provided for in 1.3 above.
1.4. Any second liens taken by FCC as security for the
Loan will remain in place until such time as the
loan is repaid or until the Debenture is fully
converted to Common Stock in the company and FCC
shall have no obligation to relinquish such
second liens for any reason other than as a result of
Novon's complete reimbursement of the Loan or the
conversion of the debenture as may be applicable.
2. Once the SEC investigation is complete and this is reflected in
a 10-Q or a 10-K filing, and in the event that FCC has not been
successful in completing the above, then FCC undertakes to fulfil
the items listed in 1.1 and 1.2 above within six months of the
date at which the aforementioned SEC situation is resolved or in
accordance with the schedule as contained in the Presentation.
_________________________ _______________________________
Churchill Technology Inc. Fima Capital Corporation Ltd.
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3. In any event and not conditioned by the items listed in 1 above
FCC will employ its best endeavours to:
3.1. Negotiate with the Trustees of CUSA for the early release
of the CUSA assets or any other arrangement which may be
beneficial to the operational requirements of Novon.
3.2. Negotiate and present to the private market and/or to
banking institutions a debenture or medium term loan
based on the Licence income.
3.3. Under the authority of Novon's marketing and technical
managers, assist Novon to establish marketing operations in
Europe with a view to concluding licensing and production
agreements in the medium term future.
3.4. Under the authority of Novon's marketing and technical
managers, establish marketing operations in specific Middle
East countries with a view to concluding licensing and
production agreements in the medium term future.
3.5. Under the authority of Novon's marketing manager, put at
the disposition of a marketing/sales person or persons in
FCC's subsidiaries offices in London and generally finance
at FCC's expense, the marketing and sales of Novon's
products in Europe and where appropriate, other
regions.
3.6. The expenses incurred by FCC in its fulfilment of these
marketing, sales and lobbying activities as detailed in the
above undertakings shall be defrayed by commissions on
sales of Novon's products that FCC's efforts shall
generate. The amount of such commission to be
determined by mutual consent between Novon and FCC.
3.7. After exhausting the financing possibilities laid out
above, negotiate private placement of the company's stock
to fund the unfulfilled requirements.
3.8. Provide general financial consultancy services on all
matters pertaining to the company's activities.
3.9. Support the current management in furthering the company's
strategies and objectives in developing sales and expanding
its industrial base.
4. Novon agrees that FCC's remuneration in return for the fulfilment
of its undertakings as here-above detailed shall be made as set
forth hereunder:
4.1. FCC shall receive 5,000,000 (Five million) ordinary shares
of Churchill Technology's stock issued as follows:
4.1.1. US $ 200,000 (Two Hundred thousand dollars) or,
at FCC's discretion, 2,000,000 (Two million)
ordinary shares to be issued and registered at
the signature of this Agreement as an investment
banking consultancy fee.
_________________________ _______________________________
Churchill Technology Inc. Fima Capital Corporation Ltd.
Page (3) of (6)
4.1.2. 3,000,000 (Three million) ordinary shares to be
issued and registered upon FCC confirming the
availability of funds for the purchase of the
license income. These shares represent, at
current market value a commission of
approximately 10% of the value of the finance
raised.
4.2. FCC will further receive warrants to purchase 5,000,000
(Five million) Churchill Technology common stock at an
exercise price of 10 cts. valid for 4 years from the date
of issue. These warrants to be issued as follows:
4.2.1. 2,000,000 (Two million) 3 year warrants to be
issued upon the conclusion of arrangements for a
further credit line to that specified in 4.1.2
above of at least US $ 2,000,000 to be made
available on future income streams and/or other
assets that Novon may have or obtain in the
future. Such credit line to be made available
within 1 year of the signature of this agreement.
These warrants represent, at current market value
a commission of approximately 10% of the value of
the finance raised.
4.2.2. 1,500,000 (One million five hundred thousand) 3
year warrants to be issued upon the conclusion of
arrangements for a further credit line to that
specified in 4.1.2 above of at least US $
1,500,000 to be made available on future income
streams and/or other assets that Novon may have
or obtain in the future. Such credit line to be
made available within 1 year of the signature of
this agreement. These warrants represent, at
current market value a commission of
approximately 10% of the value of the finance
raised.
4.2.3. 500,000 (Five hundred thousand) 3 year warrants
to be issued to FCC as payment for consultancy
services provided by FCC under the terms and
provisions of this Agreement. Such warrants to be
issued on or before the 31st of December 1996 at
FCC's request.
4.2.4. 500,000 (Five hundred thousand) 3 year warrants
to be issued to FCC as compensation for FCC's
expenses incurred in setting up European and
Middle Eastern marketing and sales facilities
from its London subsidiary's offices. Such
warrants to be issued and on or before the 31st
of December 1996 at FCC's request.
4.2.5. 500,000 (Five hundred thousand) 3 year warrants
to be issued to FCC as compensation for expenses
incurred in developing trade finance and barter
agreements with international clients. Such
warrants to be issued on or before the 31st of
December 1996 at FCC's request.
5. Mr. Marwan will remain a Non-Executive Director of the company.
_________________________ _______________________________
Churchill Technology Inc. Fima Capital Corporation Ltd.
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6. As and when the SEC investigation is completed, FCC will have
the option to nominate one other person for election to the
Board of Director of Novon.
7. Novon and FCC will enter into a non-dilution agreement which
will be drawn up by FCC's specialized counsel.
8. General Conditions:
8.1 Waiver of Rights
8.1.1. The rights which each Party has under this
Agreement shall not be prejudiced or restricted by
any indulgence or forbearance extended to another
Party. No waiver by any Party in respect of a
breach shall operate as a waiver in respect any
subsequent breach.
8.1.2. This Agreement shall not be varied or cancelled,
unless the variation or cancellation is expressly
agreed in writing by a duly authorized person for
and on behalf of each Party.
8.2 Notice
Any notice or other document to be given hereunder shall be
in writing and deemed duly given if delivered by hand or
sent by registered or recorded delivery post or telex or
facsimile transmission to the address of the relevant Party
as stated above or to such other address of which notice
has been given to the other Party hereto, and shall be
deemed to be served the next working day, after in the
ordinary course of the means of transmission it would be
first received by the addressee. In proving the giving of a
notice, it shall be sufficient to prove that the notice was
left at the relevant address or that the envelope
containing such notice was properly addressed, stamped and
posted or that the applicable means of telecommunication
was properly addressed and dispatched (as the case maybe).
8.3 Proper Law & Jurisdiction:
The Parties to this Agreement hereby recognize and accept
that the Proper Law to which this Agreement is subject is
the Law of the State of New York and furthermore the
parties to this Agreement hereby accept that any dispute
arising from or as a result or consequence of this
Agreement to bring such dispute before the Courts of New
York which court is accepted by the Parties hereto to be
the Court of jurisdiction for the settlement of any dispute
arising from or as a result or consequence of this
Agreement. Furthermore the Parties hereto undertake to
abide by the decisions and rulings of the Court of
competent jurisdiction as agreed herein and not to seek
recourse or redress in any other jurisdiction other than
such Courts of Appeal which the Court of Jurisdiction may
allow.
In witness of their Agreement the Parties hereto set their hands to
this Agreement this 10th Day of January 1996 by signing this
signature page and initialling all other pages and Annexes attached
hereto in acknowledgement of their contents.
For and on Behalf of Churchill Technology Inc.
________________________________________
Mr. Robert Downie
President & CEO.
For and on Behalf of Fima Capital Corporation Ltd.
_________________________ _______________________________
Churchill Technology Inc. Fima Capital Corporation Ltd.
Page (5) of (6)
________________________________________
Mr. Gamal Ashraf Marwan
President
_________________________ _______________________________
Churchill Technology Inc. Fima Capital Corporation Ltd.
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