1
EXHIBIT 10.23
CHICAGO INVESTMENT GROUP
INCORPORATED
Established 1981
August 8, 2000
Mr. Gein Fein
1640 Fifth St., Suite 218
Santa Monica, CA 90401
RE: Fee And Non-Exclusive Placement Agreement
Dear Mr. Fein:
This confidential Fee agreement and Non-Exclusive Placement Agreement (the
"Agreement") is made between Corpas Investments, Inc. (the "Company") with its
office located at 1640 Fifth St., Suite 218 Santa Monica, CA 90401 and Chicago
Investment Group, Inc. (the "Placement Agent") with its office located at 39
South LaSalle Street, Suite 325, Chicago, IL 60603.
This Fee and Non-Exclusive Placement Agreement confirms that the Company is
interested in having Chicago Investment Group, Inc., (the "Placement Agent")
provide an introduction for the Company to find sources willing and capable of
meeting its financing needs.
Anticipated financing of between $100,000 and $2,500,000 or more, on a best
efforts basis is required for the ongoing operations, in pursuit of your effort
to develop the Company.
Certain other conditions, representations and points include:
1. The Agent agrees to provide introductions for the Company on a
best efforts basis to find sources known to it. An
introduction will be viewed as formally made by means of
facsimile, United States Postal Service, conference call or
hand delivered letter to the Company. The Company understands
that no guarantee or assurance has been nor can be provided by
the Agent that its efforts will lead to the Company being
provided with financing. The Company, its agents, heirs,
assignees and successors agree that there can be no direct
contact between the Company, its agents and the source of the
potential financing without the written authorization or
consent of the Agent. Said provision shall remain in effect
for two years from the date of the initial introductions.
2. No expense reimbursement of any kind will be payable to the
Company by the Agent or any other party with respect to this
agreement, except as agreed to in writing prior to the
expenditure.
3. The fee schedule described herein is the total fee to the
Agent and is the only compensation from the Company to the
Agent with respect to this agreement, or any financing
received by the Company. It is comprised of the following
components. The specified fee as a percentage will be payable
to the Agent in United States currency in accordance with the
following:
6% fee on any money raised, payable to Chicago
Investment Group, Inc., upon receipt of any funding
by the Company or its affiliates from a source
introduced by the Agent.
4. Fees discussed in this agreement are payable by the Company
upon receipt of funding. Fees will be paid by wire in
immediately available U.S. denominational funds to the
accounts of Chicago Investment Group, at Mid City National
Bank of Chicago, IL ABA Number 071001737 FFC Chicago
Investment Group Inc. for account # 5101573.
2
5. If the Company accepts financing from any parties introduced
to it through the efforts of the agent, the Company agrees to
pay the Agent in accordance with this agreement with respect
to the funds received by the Company from such introduced
parties for a period of two years from the date of the
introduction.
6. Disputes will be resolved in arbitration. The Company and the
Agent will each select an American Arbitration Association
(AAA) accredited, authorized member. They will then select a
third (AAA) representative to decide the matter in dispute.
Their majority or unanimous decision will be binding upon all
parties. The arbitration will take place at the AAA offices,
in Chicago, Illinois.
7. The terms of this agreement shall be binding upon and inure to
the benefit of and be enforceable by and against the parties
hereto and their respective heirs, representatives, successors
and assigns. This agreement may not be amended, modified or
cancelled except by a written instrument executed by the
parties hereto specifically referring to the provision hereof
may not be waived except by written agreement executed by the
party making the waiver.
8. The Company represents and warrants that this agreement has
been authorized by all necessary corporate action and
constitutes a valid, binding and enforceable obligation of the
Company in accordance with its terms.
9. The Agent represents and warrants that (a) this agreement has
been authorized by all necessary corporate action and
constitutes a valid, binding and enforceable obligation of the
Agent in accordance with its terms, (b) the Agent is duly
registered pursuant to the applicable provisions of the
Securities Exchange Act of 1933, as a dealer, is a member in
good standing of the National Association of Securities
Dealers, Inc. (NASD); and is duly registered as an
Agent-Dealer in such states as the agent is required to be
registered in order to perform its obligations pursuant to
this agreement, and the Agent agrees that this is a
non-exclusive placement agreement.
10. This agreement constitutes the entire agreement and
understanding between the parties hereto relating to the
subject matter thereof. No modifications, amendments, or
waiver of any provisions of this agreement shall be valid
unless in writing and signed by a duly authorized officer or
representative of each of the parties hereto. This agreement
shall be binding on both sides, their agents, representative,
subsidiary, assignees, or successors. This agreement may be
executed in counterparts, and facsimile signature will be
deemed as original.
Corpas Investments, Inc.
By:
/s/ Gene Fein
- -------------------------------
Mr. Gene Fein
President
Dated: 8/13/00
CHICAGO INVESTMENT GROUP
By:
/s/ Richard P. Lynch
- -------------------------------
Mr. Richard P. Lynch
CEO
Dated: