EXHIBIT 10.1
AGREEMENT WITH REGENCY CAPITAL PARTNERS DATED OCTOBER 1, 2004,
AS AMENDED NOVEMBER 2, 2004
REGENCY CAPITAL PARTNERS, L.L.C.
20 LOWER DRIVE
MILL VALLEY, CALIFORNIA 94941
415/381-8836
October 1, 2004
Mr. Nicholas R. Miller
President, Chief Executive Officer and Founder
Cirond Corporation
1999 South Vascom Avenue
Suite 700
Campbell, CA 95008
Dear Nick:
1. In accordance with our recent conversations, this letter (the
"Agreement") will confirm the understanding that Regency Capital
Partners, L.L.C. ("Regency") will be pleased to introduce Cirond
Corporation (the "Company") products and services ("Company Products")
to the entities set forth in the attached Schedule A (the "Prospects"),
which schedule may be amended from time to time, and to refer certain
Prospects to the Company.
2. In payment for services rendered and to be rendered hereunder by
Regency, the Company agrees to pay Regency compensation in accordance
with the following terms:
a. The Company shall pay to Regency a monthly cash retainer fee
in the amount of $25,000 per month, due and payable on the
date of this Agreement and on the first day of each
subsequent month through the Termination Date (as defined in
paragraph 9) (the "Retainer Fee").
b. Within ten (10) days after the end of each month during the
term of this Agreement or within 180 days after the
Termination Date (as defined in paragraph 9) in which any
Prospect enters into an agreement with the Company, whether
a written contract or other customary agreement (a "Sales
Agreement"), pursuant to which the Company will provide
Company Products, the Company shall notify Regency in
writing of the Sales Agreement, including the name of the
Prospect and the effective date of the applicable Sales
Agreement.
Mr. Nicholas R. Miller
Cirond Corporation
October 1, 2004
c. With respect to each Prospect, the Company shall pay to
Regency, within ten (10) days after the end of each month in
which the Company receives payment from that Prospect of any
funds for Company Products, cash compensation in an amount
equal to 20% of Gross Revenues (the "Commission") during the
term of any Sales Agreement with that Prospect undertaken
during the term of this Agreement or within 180 days after
the Termination Date (as defined in paragraph 9), or any
renewal(s) or extensions of any such Sales Agreement, where
Gross Revenues is defined as the gross revenues received by
the Company from the sale of Company Products, less any
discounts and refunds.
d. The Company shall deliver to Regency monthly during the
term(s) of any Sales Agreement(s), and any renewals or
extensions thereof, a report of the Gross Revenues
attributable to each Prospect during the period covered by
the report.
3. The Company will be responsible for all of its out-of-pocket and other
expenses in connection with the transactions contemplated by this
Agreement. The Company also agrees to reimburse Regency for all
reasonable expenses incurred by Regency in connection with the
engagement contemplated by this Agreement. Regency will be entitled to
reimbursement for all such expenses regardless of whether or not a
Sales Agreement is secured. All expenses in excess of $500.00 per
month to be approved in advance by the Company. MH N.M.
4. This Agreement between the Company and Regency is separate and apart
from all other compensation agreements and/or obligations which the
Company may have with other financial advisors, consultants and/or
business broker currently or which may arise while this Agreement or
any renewals are binding. The Company acknowledges that Regency may use
other agents to assist in introducing Company Products to Prospects and
Regency agrees to pay such agents out of the Commissions paid to
Regency by the Company.
5. This Agreement shall be governed by the laws of the State of
California, except for the conflict of law provisions of such
jurisdiction.
6. Each of the parties hereto represents that it has the full corporate or
limited liability company authority and powers to execute and carry out
the terms of this Agreement.
7. This Agreement sets forth the entire understanding of the parties
relating to the subject matter hereof and supersedes and cancels any
prior communications, understandings and agreements between the
parties, except that the Agreement dated September 10, 2004, between
the parties shall remain in full force and effect. This Agreement may
not be modified or changed nor may any of its provisions be waived
except by a writing signed by all parties.
Mr. Nicholas R. Miller
Cirond Corporation
October 1, 2004
8. The benefits of this Agreement shall inure to the respective successors
and assigns of the parties hereto and the obligations and liabilities
assumed under this Agreement by the parties hereto shall be binding
upon their respective successors and assigns.
9. This Agreement will terminate on September 30, 2005 (the "Termination
Date"), unless extended by mutual written agreement of the parties.
Notwithstanding the foregoing, it is understood that the provisions of
Section 2 will survive any termination.
If the foregoing correctly sets forth our Agreement and is in
accordance with your understanding, please so indicate by signing the copies in
the space provided, and returning one copy of this Agreement to us and retaining
the second copy in your files.
Very truly yours,
REGENCY CAPITAL PARTNERS, L.L.C.
By: /s/ Mark D. Hill
------------------------------------
Name: Mark D. Hill
----------------------------------
Title: Managing Director
---------------------------------
Confirmed and Agreed To:
CIROND CORPORATION
By: /s/ Nicholas R. Miller
----------------------------------
Name: Nicholas R. Miller
--------------------------------
Title: C.E.O.
-------------------------------
REGENCY CAPITAL PARTNERS, L.L.C.
20 LOWER DRIVE
MILL VALLEY, CALIFORNIA 94941
415/381-8836
November 2, 2004
Mr. Nicholas R. Miller
President, Chief Executive Officer and Founder
Cirond Corporation
1999 South Vascom Avenue
Suite 700
Campbell, CA 95008
Dear Nick:
Reference is made to our agreement dated October 1, 2004, (the
"Engagement Agreement") pursuant to which Cirond Corporation (the "Company")
retained Regency Capital Partners, L.L.C. ("Regency") to introduce Company
products and services ("Company Products") to the persons and entities set forth
in Schedule A to the Engagement Agreement (the "Prospects") and to refer certain
Prospects to the Company.
1. The parties hereto agree, pursuant to paragraph 1 of the
Engagement Agreement, to amend Schedule A as attached hereto.
2. All other terms and conditions of the Agreement shall remain
in full force and effect as first written, unless specifically
modified herein.
* * * * * *
If the foregoing correctly sets forth our agreement and is in
accordance with your understanding, please so indicate by signing one copy in
the space provided, and returning one copy of this Amended Agreement to us.
Very truly yours,
RECENCY CAPITAL PARTNERS, L.L.C.
By: /s/ Mark D. Hill
---------------------------------------
Name: Mark D. Hill
-------------------------------------
Title: Managing Director
------------------------------------
Confirmed and Agreed To:
CIROND CORPORATION
By: /s/ Nicholas Miller
---------------------------------
Name: Nicholas Miller
-------------------------------
Title: C.E.O.
------------------------------