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EXHIBIT 4.5
Placement Agent Letter Agreement
March 1st, 2000
DELTA CAPITAL TECHNOLOGIES INC.
#255 - 999 8th Street SW
Calgary, T2R 1J5
ATTENTION: MR. PAUL DAVIS - PRESIDENT
Dear Paul:
Further to our meetings over the past few weeks, we understand that Delta
Capital Technologies Inc. (hereinafter referred to as "Delta Capital
Technologies" or the "Company") is desirous of receiving strategic advice
pursuant to its growth strategy. We further understand that Delta Capital
Technologies is looking to Traction Capital for said assistance.
The purpose of this letter is to confirm that you agree to appoint Traction
Capital and Traction Capital agrees to act as Delta Capital Technologies's
financial advisor to assist Delta Capital Technologies in the strategic analysis
of the options available to it regarding its growth strategy. The activity to be
undertaken will initially involve raising capital through an equity issue and
thereafter Traction Capital's advisory services pursuant to the development of a
strategic analysis regarding the Company's next equity issue and its approach
regarding potential mergers, acquisitions - corporate or asset, amalgamations or
some other as yet unidentified methodology). (the "CONTEMPLATED TRANSACTION").
By its acceptance of this letter, the Company hereby appoints Traction Capital,
and Traction Capital agrees to act as the financial advisor to the Company in
connection with a Contemplated Transaction on the terms and subject to the
conditions set forth below.
1. The engagement of Traction Capital shall be for a period of 6 months
commencing on March 1st, 2000, (from which date this letter agreement
shall be deemed to be effective), unless extended by mutual agreement of
the Company and Traction Capital or terminated earlier by Delta Capital
Technologies or Traction Capital upon giving 30 days written notice to
that effect to the other party; provided, however, that if this agreement
is terminated by Delta Capital Technologies, Traction Capital will be
entitled to the fees set forth in subparagraph 3 hereof in the event that
at any time prior to the expiration of 12 months after the termination or
expiry of this letter agreement any Contemplated Transaction that
Traction Capital has provided advisory services thereon, is consummated.
2. Traction Capital will provide the following financial advisory services
to the Company in connection with the Contemplated Transaction:
a. We will solicit prospective purchasers of securities in the
Company and will assist in the negotiation and sale of said
securities.
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b. We will familiarize ourselves to the extent we consider
appropriate and feasible with the current business, operations,
properties, financial condition and strategic opportunities
available to the Company;
c. We will strategically develop a proposal pursuant to the Company's
next equity issue.
d. We will strategically develop a proposal pursuant to the Company's
growth strategy via mergers and acquisitions.
e. We will make a presentation to the Board of the Company or
subcommittee therein regarding items c. and d. above,
f. We will provide such other services as the Company and Traction
Capital mutually agree are appropriate in the circumstances.
3. For Traction Capital's services hereunder, Delta Capital Technologies
agrees to pay Traction Capital a one-time marketing fee of $7,500 plus
$5,000 per month for three months thereafter. In addition, in respect of
the successful completion of the Contemplated Transaction, or any
transaction related thereto the Company agrees to pay a success fee of 8%
on the Aggregate Consideration received by the Company or its
shareholders in respect of the successful completion of the Contemplated
Transaction. Any or all fees due herein proposed will be payable upon
closing (in whole or in part) of the Contemplated Transaction.
4. Delta Capital Technologies would also be required to reimburse Traction
Capital for all reasonable out-of-pocket expenses incurred by Traction
Capital pursuant to its activities regarding a Contemplated Transaction.
Any travel expenses would be pre-approved by Delta Capital Technologies.
5. All or part of the amounts payable under paragraphs 3 and 4 hereof may be
subject to the federal Goods and Services Tax ("tax"). Where tax is
applicable, an additional amount equal to the amount of tax owing thereon
will be charged to the Company.
6. Delta Capital Technologies would, subject to confidentiality
considerations (which will be in Delta Capital Technologies's sole
discretion), arrange for Traction Capital to have such timely access to
the respective directors, officers, employees, independent auditors and
other consultants and corporate information of Delta Capital Technologies
as we may reasonably require or deem appropriate in carrying out our
engagement.
7. The Company hereby agrees to indemnify Traction Capital its officers
directors and employees and said Indemnity shall be in addition to and
not in substitution for, any liability which the Company or any other
party may have to us or other parties may have apart from such Indemnity.
8. We and each of our directors, officers, employees and agents will keep
strictly confidential and will use only for the purpose of performing our
obligations hereunder all information, whether written or oral, acquired
from the Company, its agents and advisors in connection with our work
hereunder except information that was made available to the public prior
to our engagement or
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that thereafter becomes available to the public other than through a
breach by us of our obligations hereunder.
If the foregoing is in accordance with your understanding, please indicate your
agreement to the above terms and conditions by signing the enclosed copy of this
letter and returning it to us.
Yours very truly,
TRACTION CAPITAL
By: /s/ Jeff Dunphy
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Jeff Dunphy
The foregoing is in accordance with our understanding and is accepted and agreed
to by us this ( day of March, 2000)
Per: /s/ Paul Davis
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Paul Davis - President
DELTA CAPITAL TECHNOLOGIES INC.
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