ROI GROUP LLC
SERVICE AGREEMENT
This Service Agreement is made on May 14, 2007 between Thinkpath Inc., a
corporation organized and existing under the laws of Ontario, Canada, with its
principal place of business located at 16 Four Seasons Place, Suite 215,
Toronto, Ontario, Canada M9B 6E5, hereinafter referred to as "Company" and ROI
Group LLC, a Delaware Corporation, with its principal place of business located
at 39 Broadway, 24th Floor, New York, NY 10006, hereinafter referred to as
"ROI".
1. RECITALS
Company provides customized solutions in: Engineering & Design Services,
Technical Publishing & Documentation, Computer Aided Design (CAD) and On-site
Engineering Support.
ROI agrees to perform investor relations services for the Company under the
terms and conditions set forth in this Service Agreement.
2. COMPENSATION
The Company agrees to pay:
1) The cash component of the fee will be a retainer in the amount of $10,000 /
month.
PAYMENT IS DUE ON THE FIRST OF EACH MONTH OF SERVICE. THE FIRST AND
LAST MONTHS RETAINERS ARE DUE ON THE SIGNING OF THE SERVICE AGREEMENT. THE TOTAL
CASH OUTLAY FOR THE FIRST MONTH THEREFORE CONSISTS OF THE FIRST
AND LAST MONTH'S FEES FOR A TOTAL OF $20,000.
2) Common Stock & Warrants:
We commit not to sell the shares or the shares underlying our warrants as
long as we represent the Company.
o 240,000 shares of Thinkpath Inc. (THPHF) common stock restricted
for one year.
* ALL WARRANTS WILL CARRY WITH THEM PIGGYBACK REGISTRATION RIGHTS AND
HAVE A CASHLESS EXERCISE FEATURE AS ONE OPTION OF THEIR CONVERSION,
AND ARE TO BE DELIVERED AS SOON AS PRACTICABLE
FOLLOWING THE EXECUTION OF THE SERVICE AGREEMENT.
3) Regarding any financing efforts, in which we act as finder, our role will
be limited to simply introducing you to potential sources of capital. We
will not negotiate the terms of any investment, nor will we proactively
sell the deal to potential investors. Once we make an introduction, any
potential investors will deal directly with the Company, and we will have
no role in providing due diligence to potential investors.
For introductions that result in the Company obtaining funding in the form
of equity, convertible debt or other equity-linked securities, our
compensation will be as follows:
|X| 15% of the cash proceeds and warrants paid to an intermediary, if
placed through an intermediary also receiving a fee;
|X| 10% of cash proceeds and 10% of the warrants included in the
placement, if placed directly;
39 Broadway, Suite 2410 - New York, NY 10006 - Phone: (212) 495-0200 -
Fax: (509) 757-4801
For introductions that result in the Company obtaining funding in the form
of senior or mezzanine, or Bank/Commercial Lender Debt, our compensation
will be as follows:
|X| 15% of the compensation paid to an intermediary, for Debt placed
through an intermediary also receiving a fee;
|X| 3% for Debt if placed directly;
THE ABOVE SCHEDULE OF SUCCESS FEES COVERS ANY TRANSACTION BETWEEN THE
COMPANY AND ANY PARTY INTRODUCED BY ROI GROUP LLC, WHICH IS CONCLUDED
WITHIN TWO YEARS FROM THE TERMINATION OF THE
SERVICE AGREEMENT. THE FEE IS PAYABLE IN CASH AT THE TIME OF THE CLOSING.
3. REIMBURSED EXPENSES
The following will be billed monthly and assessed at a rate of 110%:
a. Travel Expenses (with Company approval)
b. Printing and commercial reproduction
c. Mailing and courier services
d. Other outsourced professional services
4. INVOICES AND PAYMENTS
Invoices for the above expenses will be submitted with the monthly retainer
invoice and payment is due at the offices of ROI on the same day each month
as the day that this Service Agreement was dated, as set forth above, for
each month of service."
In the event ROI shall be successful in any law suit for damages for breach
of this Service Agreement including but not limited to non-payment of
invoices, enforcement of this Service Agreement, or to enjoin the other
party from violating this Service Agreement, ROI shall be entitled to
recover as part of its damages, its reasonable legal costs and expenses for
establishing and maintaining any such action.
5. APPROVALS
The Company hereby designates Declan French as its representative, unless
otherwise, notified in writing. All material produced by ROI shall be
approved in writing by this representative. All work so approved shall be
considered to have been accepted by the Company.
Any tasks requested by the Company but not included in the proposal dated
May 4, 2007 will be considered Additional Work, and will be charged to the
Company at the rate of $225 per hour. ROI shall advise the Company before
commencing Additional Work and with prior approval of the Company's
representative such additional work shall become part of this Service
Agreement.
6. TERM
The term of this Service Agreement shall commence on May 15, 2007 and
extend until May 14, 2008. The agreement sill be for an initial one year
term, terminable any time after 90 days, with 30 days notice
7. WARRANTY
ROI will perform professional services, obtain findings and prepare
recommendations in accordance with generally and currently accepted
communications consulting principles and practices. This warranty is in
lieu of all other warranties either expressed or implied.
39 Broadway, Suite 2410 - New York, NY 10006 - Phone: (212) 495-0200 -
Fax: (509) 757-4801
8. LIMITATION OF LIABILITY
With regard to the services to be performed by each party pursuant to the
terms of this Service Agreement, neither party shall be liable to one
another, or to anyone who may claim any right due to this relationship with
the Company, for any acts or omissions in the performance of said services
on the part of either party or the agents or employees of either party;
except when said acts or omissions of either party are due to its willful
misconduct. Accordingly, each party shall hold the other free and harmless
from any obligations, costs, claims, judgments, attorney fees and
attachments arising from or growing out of the services rendered in
connection with this Service Agreement. When such liability shall arise due
to the willful misconduct of either party, the limit and all liability or
claim for damages, costs of defense or expenses on account of any error,
omission or professional negligence to be levied against either party by
the other shall not exceed the amount of total fees paid by the Company at
that time.
9. CONFIDENTIALITY
ROI acknowledges a duty not to disclose with the Company's prior approval
during or after its terms of appointment any confidential information
relating to the Company or Company's business including that resulting from
studies or surveys commissioned and paid for by the Company. The Company in
turn acknowledges ROI's right to use any general information regarding
Company products or services which it has gained in the course of its
appointment and which is to become publicly available for the purpose of
providing services to the Company.
The Company recognizes that ROI may provide consulting services to third
parties. However, ROI is bound by confidentiality provisions of this
Service Agreement and ROI may not use the information directly or
indirectly for the benefit of third parties.
10. INTELLECTUAL PROPERTY
The copyright in all artwork, copy and other work produced by ROI rests
initially with ROI. On payment by the Company of the relevant fees and
disbursements owed to ROI, the copyright in any material is automatically
deemed to be assigned to the Company unless other arrangements are made in
writing.
11. MISCELLANEOUS
ASSIGNMENT
Neither party to this Service Agreement may assign or transfer this
Agreement, any interest therein or claim there-under without the written
approval of the other party.
GOVERNING LAW
This Service Agreement shall be binding on and shall be for the benefit of
the parties hereto and their respective heirs, executors, administrators,
successors and assigns and shall be governed by the laws of the State of
New York.
ENTIRE SERVICE AGREEMENT
This Service Agreement constitutes the entire Agreement about understanding
between ROI and the Company and supersedes any and all other agreements
between the parties. No representation or promise, either oral or written,
has been made except as specifically set forth herein. Should any part of
this Service Agreement be declared invalid, such invalidity shall not
affect the remainder of this Agreement without herein including any
portion, which may hereafter be declared invalid.
39 Broadway, Suite 2410 - New York, NY 10006 - Phone: (212) 495-0200 -
Fax: (509) 757-4801
In witness whereof, the parties have executed this Service Agreement of the day
and year first above written.
ROI GROUP LLC THINKPATH INC.
/s/ Robert J. Giordano /s/ Declan French
- -------------------------------- ------------------------
Robert J. Giordano Declan French
Partner Chief Executive Officer