The Merryvale Group International
Private Merchant Bankers
Post Office Box 1361
Tiburon, California 94920
E-mail: merchantbank@aol.com
W.P. Berini Telephone (415) 435-2136
President Facsimile (415) 435-2137
June 21, 2000
e-financial depot.com
John Huguet, CEO
750 West Pender Street #1005
Vancouver, BC V6C 2T8
Canada
Dear John,
It has been a pleasure speaking with you. I look forward to a successful
working relationship with e-.financial depot.com. I am optimistic, given your
experience and this environment will realize a mutual benefit to our success.
This document shall serve as the agreement between e-financial depot.com,
("EFD") and The Merryvale Group, ("MGI"), whereby MGI agrees to provide
consulting services to EFD over the next 120 days (4 months).
- - Scope of Services:
1. Develop Phase 1 plan for funding $5,000,000 (Five Million Dollars
US) to be used for expanding operations/working capital.
2. Position the Corporation to begin Phase 2 of funding an additional
infusion of Capital, should that become necessary.
3. Effect a network base in the United States, Canada, Great Britain
and Asia.
4. Perform promotional services as directed by the corporation and
mutually agreed upon.
5. Assist EFD with drafting corporate resolutions, board minutes and
shareholder meeting minutes for review by corporate counsel;
assist in coordinating shareholder meetings, when applicable.
6. Oversee relations with contacts on behalf of EFD.
7. Other assignments as mutually agreed upon.
- - Corporate Goal:
The goal of EFD, is to effect increased revenues consistently over the years to
come. MGI is prepared to assist the corporation and its assigns, with achieving
this goal. The services outlined herein are directed toward accomplishing Phase
1 and to position the company for Phase 2 funding.
- - Personnel Assigned by MGI:
William Paul Berini, President of The Merryvale Group and Associates will be
assigned to provide services to EFD. These services shall include, but are not
limited to the contract and maintenance of the Private Equity services for the
express purpose of raising a minimum of $5,000,000 (Five Million Dollars US) to
fund EFD and its assigns expanding operations.
- - Fees and Expenses:
Service for the four-month period shall be an initial disbursement of 25,000
shares of Restricted Reg. 144 Stock OTC BB: "FDPO". It is the policy of The
Merryvale Group, to collect a three-month retainer in advance, before work, can
begin on any project; subsequently, the agreed upon amount of $15,000 (Fifteen
Thousand Dollars US) shall be wired to MGI, (DTC and Wire Instructions to
follow.)
Our commission schedule, will be as follows: 5% (Five Percent) of the 1st
(Million Dollars US) raised by Merryvale. Compensation on the remaining
$4,000,000 (Four Million Dollars US) will be subject to the Lehman Scale, which
we employ: 4% of the 2nd Million, 3% of the 3rd Million 2% of the next Million
and 1% thereafter.
The following will also apply:
1. Cash Success Fee. A cash fee of the agreed upon percentages of the funds
raised shall be payable to MGI or its assigns out of the proceeds of the
Financing. A Cash Fee is payable, by e-financial depot.com on a pro-rata
basis according to funds raised.
2. Balance of 50,00 Shares of Commons Stock. The balance of 50,000 (Fifty
Thousand) shares of the aforementioned common stock, shall be transferred
to Merryvale, at the completion of funding $5,000,000 (Five Million Dollars
US).
3. Indemnity. E-financial.com or its assigns, agrees to indemnify MGI, its
officers, directors and agents, from any claim or damages asserted by third
parties, including legal fees, except to the extent that such changes arise
solely from the gross negligence or willful malfeasance of MGI.
All expenses above $250.00 will be pre-approved by the corporation. MGI will be
reimbursed for all out-of-pocket expenses, reasonable to the performance of
services contemplated by this agreement. Budget for such expenses, will be
reviewed with the corporation, prior to such expenditure.
- - Terms:
The terms of this agreement shall commence upon receipt of the initial
disbursement of stock and cash to The Merryvale Group account(s) at Union
Securities and People's Bank. DTC and Wire instructions are as follows:
1. DTC #5099
2. FINS T006
3. FOR THE ACCOUNT OF UNION SECURITIES LTD.
4. FOR FURTHER CREDIT TO ACCOUNT #021425U5
5. MERRYVALE GROUP INC.
N.B. THE ABOVE DTC INSTRUCTIONS MUST BE FOLLOWED TO THE LETTER TO AVOID DELIVERY
PROBLEMS.
Wire Instructions:
1. People's Bank
2. 850 Main Street
3. Bridgeport, Connecticut 06606
4. ABA Bank Routing #221172186
5. For Further Credit to The Merryvale Group International
6. Account # 020 700 7586
MGI would be pleased to provide additional services to GTV, and plans to discuss
such requirements with you prior to the expiration date of this agreement.
While there are no guarantees, we believe that with our best efforts, we have
access to the markets and investors to complete the aforementioned in the
allotted time frame. It is understood that EFD has reasonable expectations to
believe the fund raising efforts will be completed in as short a time frame as
possible.
We appreciate the opportunity to be of service to EFD in assisting you to reach
your financial goals and look forward to a favorable association.
Please indicate your concurrence with this agreement by signing a duplicate copy
in the space provided, and completing the appropriate instructions, which will
place this agreement in effect.
Sincerely,
The Merryvale Group International e-financial.com
Agreed to this 26th day of June, 00 Agreed to this 28th day of June, 00
William Paul Berini, President John Huguet, CEO
By: /s/ signed By: /s/ John Huguet