EXHIBIT 10.9
August 8, 2006
Garden State Securities
1540 Route 138, Suite 303
Wall Township NJ 07719
ATTENTION: LOUIS J. PEROTTO
RE: FINDER'S FEE AGREEMENT -
Tombstone Cards, Inc. hereby agrees to enter into a non-exclusive finder's fee
agreement with Garden State Securities (the "Finder") to identify potential
sources of capital for the Private Placement Offering of Tombstone Cards, Inc.
(the "Offering"). Tombstone Cards, Inc. and the Finder agree as follows:
(1) TERM: The term of this agreement (the "Term") shall be for a period
commencing May 1, 2006 and terminating August 31, 2006. It is not
necessary that negotiations with a potential capital investor/lender be
concluded by the termination date, however all introductions or
negotiations with investors/lenders must have started before the
termination date.
The "Tail Period" shall consist of a period of one month after the
expiration of the Term. All terms of this agreement will apply during
the tail period if the Finder's contact provides funding.
(2) LIMITED EFFORTS: The obligations of the Finder shall be on a limited
efforts basis and Tombstone Cards,, Inc. understands that the Finder
hereby agrees to introduce the Offering to a limited number of potential
qualified investors and/or investor entities.
(3) COMPLIANCE: It is obligation of Tombstone Cards, Inc. and the Finder
to comply with all applicable securities legislation and to comply with
all other applicable laws and policies.
(4) NO DUE DILIGENCE: Tombstone Cards, Inc. understands that the Finder
shall not be obligated to perform any due diligence on the business and
affairs of the Offering whatsoever and that any investors or proposed
investors introduced to the Offering by the Finder or otherwise, shall
agree in writing that Tombstone Cards, Inc. shall have no obligations to
them of any kind. Should any potential investor request that due
diligence be completed prior to the intended investment, then the Finder
will agree to conduct their own due diligence and will not rely on
Tombstone Cards, Inc..
(5) COMPENSATION: The Finder shall be entitled to a fee (the "Finder's
Fee") equal to 8% of the gross proceeds raised by the investment made
into the Offering from sources introduced directly by the Finder and
(warrants equal to 5% of the securities placed). All finder's fees are
to be paid to the Finder at the time of closing of the Offering.
(6) SURVIVAL: The terms, representations, warranties and conditions
contained in this agreement shall survive the closing of Offering and
notwithstanding such closing, shall continue in full force and effect.
(7) TERMINATION: Tombstone Cards, Inc. may terminate this agreement by
notice in writing to the Finder at any time and without the necessity of
providing cause for such termination. All Rights and Privileges of the
Finder under this Agreement shall be guaranteed in the event of
termination of the Agreement by either Tombstone Cards, Inc. or the
Finder.
(8) INDEMNIFICATION: The Finder covenants and agrees to indemnify and
hold harmless Tombstone Cards, Inc. from all expenses, losses, claims,
actions, damages or liabilities incurred in connection with any claim
made against the Finder or Tombstone Cards, Inc., as the case may be,
concerning any matters contained in this agreement.
(9) NON-CIRCUMVENTION: During the course of this agreement, the Finder
will introduce to the Offering persons and/or entities, and Tombstone
Cards, Inc. hereby agrees that it shall neither itself nor through the
agency of its officers, directors, employees, agents and/or affiliates,
circumvent the Finder and its representatives, contract and /or
negotiate directly or indirectly with any of the introduced parties,
their officers, directors, employees, agents and /or affiliates for any
reason whatsoever, nor shall they reach any agreement or understanding,
formal or informal, written or otherwise, for a period of two years from
the date of each introduction by the Finder, without the prior
knowledge, permission and written consent of the Finder and not unless a
mutually acceptable remuneration agreement between the Finder and
Tombstone Cards, Inc. for the representation and/or introduction is
concluded in writing.
(10) ENFORCEABILITY: If one or more provisions contained herein shall,
for any reason, be held to be invalid, illegal or unenforceable in any
respect, such invalidity, illegality or unenforceability shall not
affect any other provision of this agreement, but this agreement shall
be construed as if such invalid, illegal or unenforceable provision or
provisions had never been contained herein.
(11) GOVERNING LAW: This agreement shall be governed in accordance with
the laws of the State of Colorado.
(12) DISPUTE RESOLUTION: If the parties cannot resolve a dispute among
themselves, it shall be finally settled by a single independent
arbitrator in the State of Colorado.
(13) COUNTERPARTS: This agreement may be signed in one or more
counterparts, in original or facsimile form.
(14) PRIOR AGREEMENTS: This agreement supercedes all prior agreements or
arrangements pertaining thereto, whether written or oral. No amendment
of the provisions hereof shall be effective unless such amendment is
reduced to writing and executed on behalf of each of the parties hereto.
(15) LEGAL ADVICE: Both Parties acknowledge and agree that they have
obtained their own independent legal advice prior to the execution
hereof.
(16) INUREMENT: This agreement shall inure to the benefit of and shall
be binding upon all of the parties hereto and their respective heirs,
executors, administrators, personal representatives, successors and
assigns.
(17) NOTICES: Any notice or other communication given or made under this
Agreement shall be in writing and shall be delivered to the relevant
party by certified /registered mail or by courier. Facsimile
transmission to the head office address of either company listed herein
is sufficient to constitute legal notice provided that proof of receipt
can be shown.
If this agreement accurately reflects your understanding of the terms of our
agreement and you agree to be legally bound thereby, please execute this
agreement where indicated below and return a copy thereof to Tombstone Cards,
Inc.
Yours very truly,
Per:
---------------------------------------------------------------------------
JOHN N. HARRIS-PRESIDENT NEIL A. COX-CHIEF FINANCIAL
OFFICER
- --------------------------------------------------------------------------
I have authority to bind the Corporation
Accepted this 8th day of August, 2006.
GARDEN STATE SECURITIES
Per:
------------------------------------------
Louis J. Perotto Jr.