DUNCAN | CAPITAL 830 Third Avenue, 14th Floor
New York, NY 10022
(212) 581-5150 Tel
(212) 581-7010 Fax
www.duncancapital.net
June 9, 2004
Attn: Prosper Abitbol
12 Raoul Wallenberg St.
Tel Aviv, 69719, Israel
RE: FINANCIAL ADVISORY / INVESTMENT BANKING AGREEMENT
Dear Mr. Abitbol:
This letter confirms the terms upon which Technoprises together with all
subsidiaries, affiliates, successors and other controlled units, either existing
or formed subsequent to the execution of this engagement (the "Company"),
engages DUNCAN CAPITAL LLC ("DUNCAN"), to act as the exclusive advisor for the
Company in financial advisory, investment banking and related transactions. This
Agreement will be deemed to be effective as of the date set forth above.
1. SCOPE OF ENGAGEMENT.
The Company hereby exclusively engages DUNCAN (the "Engagement") to
identify on a "best efforts" basis funding sources and secure financing
for the Company through a private placement of equity and/or debt in one
or more transactions with one or more investors and/or lenders (the
"Financing").
2. SCOPE OF WORK.
In connection with the Engagement:
o DUNCAN will familiarize itself to the extent it deems appropriate
with the business, operations, financial condition and prospects of
the Company;
o DUNCAN will identify and introduce potential sources of Financing
for the Company;
o DUNCAN will assist the Company and its Board of Directors in
evaluating Financing proposals;
o DUNCAN will assist the Company and its counsel in finalizing any
Financing arranged by DUNCAN;
o DUNCAN will render such other financial advisory and investment
banking services as may, from time to time, be agreed upon by DUNCAN
and the Company; and
o If requested, DUNCAN will participate in meetings of the Board of
Directors of the Company (either in person or by telephone, as
appropriate).
3. COMPANY RESPONSIBILITIES, REPRESENTATIONS AND WARRANTIES.
In connection with the Engagement:
o The Company agrees to cooperate with DUNCAN and will furnish to
DUNCAN all information and data concerning the Company (the
"Information") which DUNCAN reasonably deems appropriate for
purposes of rendering its services hereunder, and will provide
DUNCAN access to its officers, directors, employees and advisors.
o If required, the Company, with DUNCAN'S assistance, will prepare a
Private Placement Confidential Offering Memorandum (the
"Confidential Memorandum"), which will contain various matters
including: (a) a description of the Company, its business, assets,
prospects and management; (b) the terms and conditions of the
private placement described in the Confidential Memorandum (the
"Private Placement") and of the securities offered; and (c) certain
financial information. If necessary, the Company will update the
Confidential Memorandum prior to completion of the Private
Placement.
o The Company represents and warrants to DUNCAN that all Information
included or incorporated by reference in any documents (including
the Confidential Memorandum, if any) or otherwise made available to
DUNCAN by the Company to be communicated to possible investors,
lenders and/or other third parties in connection with the Financing:
(a) will be complete and correct and does not and will not contain
any untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements made, in light of the
circumstances under which they were made, not misleading; and (b)
any projected financial information or other forward-looking
information which the Company provides to DUNCAN will be made by the
Company in good faith, based on management's best estimates at the
time and based on facts and assumptions which the Company believed
were reasonable at the time.
o The Company agrees to promptly notify DUNCAN, in writing, if the
Company believes that any Information that was previously provided
to DUNCAN has become materially misleading or inaccurate in any way.
o The Company acknowledges and agrees that, in rendering its services
hereunder, DUNCAN will be using and relying on the Information (and
information available from public sources and other sources deemed
reliable by DUNCAN) without independent investigation or
verification thereof or independent appraisal or evaluation of the
Company or its business or assets, or any other party to the
Financing. DUNCAN has no responsibility for the accuracy or
completeness of any information, including the contents of a
Confidential Memorandum, if any, regarding the Company.
o The Company agrees it is solely responsible for the decision to
accept a Financing and acknowledges that DUNCAN is not responsible
for the due diligence, legal, regulatory, compliance and success or
failure of any Financing.
o Any advice rendered by DUNCAN during the Engagement or in meetings
with the Company or its Board of Directors, as well as any written
materials provided by DUNCAN, are intended solely for the benefit
and confidential use of the Company and will not be reproduced,
summarized, described or referred to or given to any other person
for any purpose without DUNCAN's prior written consent.
o The Company represents to DUNCAN that the Company has not engaged in
any public or private offering of securities or taken or failed to
take any action that would cause any Financing not to qualify for an
applicable exemption from registration under the Securities Act of
1933, as amended (the "Act"). Further the Company agrees not to
solicit any offerees or take any action which might jeopardize the
availability of exemption under the Act.
4. FEES.
4.1 Capital or Debt Financing. As compensation for services rendered
in connection with each Financing completed by the Company, DUNCAN will be
paid upon the closing for each such Financing a cash fee equal to 10% on
any equity, subordinated debt or convertible debt raised ("Capital / Debt
Fee") prior to any deductions or setoffs such as fees, deposits, reserves,
expenses, or other amounts withheld or paid by the investor or lender,
along with warrants described below. Each transaction will be considered
on its own and not integrated for purposes of this fee calculation. To the
extent that DUNCAN has used any other agents or broker dealers, DUNCAN
will pay them directly or at DUNCAN'S option, the Company will pay such
third-party agents and reduce Duncan's Capital / Debt Fee by such amount
and DUNCAN will indemnify and hold harmless the Company from any claim
made by any such agent or broker-dealer (used by DUNCAN). Any unpaid
expenses approved by the Company in accordance with Section 5 below will
be reimbursed to DUNCAN as well at each closing of a capital or debt
Financing.
4.2 Warrants. DUNCAN will receive warrants to purchase such number
of shares of common stock equal to 10% of the aggregate number of
fully-diluted and/or converted shares of common stock as are purchased by
and/or issuable upon conversion or exercise of other securities issued in
a Financing. With respect to any debt financing, DUNCAN will receive
warrants to purchase such number of shares of common stock equal to 10% of
the principal amount of debt (on as-if-converted basis) plus 10% warrant
coverage on any other securities issued as part of such debt financing. In
each case, the warrants shall be purchased for a nominal sum and shall be
exercisable for five (5) years with a strike price equal to the Investor
Price. Unless otherwise agreed by the parties, "Investor Price" shall mean
the price per share of common stock paid by the investors upon a closing
of a Financing or other related transaction. The terms of the warrants
shall be set forth in one or more agreements in form and substance
reasonably satisfactory to DUNCAN and the Company. The warrant agreements
shall contain customary terms, including without limitation, provisions
for "cashless" exercise, change of control, price based anti-dilution, and
customary demand and piggyback registration rights.
4.3 Follow-on Financing / Acquisition. For a period of twelve (12)
months following termination of this Agreement and if a Financing or
related transaction is completed with any party (i) which DUNCAN has
identified, (ii) in respect of which DUNCAN has rendered advice, or (iii)
with which DUNCAN has directly or indirectly held discussions or furnished
information regarding the Company, including investors in any original
Financing or related transaction (each a "Duncan-Identified Party"),
DUNCAN shall be entitled to receive fees as set forth in this Section 4
with respect to any such transaction. If the Company enters into an
acquisition or similar transaction within twelve (12) months of the
termination of this Agreement with any Duncan-Identified Party, the
Company and DUNCAN shall negotiate compensation to be paid to DUNCAN as is
customary for a transaction of such type and size. In the event that the
Company consummates any transaction pursuant to this Section 4.3
("Follow-on Transaction"), the Company hereby agrees to execute and
deliver, prior to closing of such Follow-on Transaction, an irrevocable
instruction letter to the party with whom such transaction is consummated
(the "Third Party Funder") referencing the fees due and owing to DUNCAN
and instructing the Third Party Funder to wire the fees directly to an
account designated by DUNCAN. The Company hereby acknowledges that DUNCAN
intends to, and shall be entitled to, send such Third Party Funder a
letter (a) notifying them of the fee arrangements between the Company and
DUNCAN, and (b) providing notice that any closing that does not include
payment to DUNCAN will constitute a breach by the Company under this
Agreement.
5. EXPENSES.
The Company will reimburse DUNCAN for all legal fees and expenses
(in an amount not to exceed to $10,000 with respect to a Financing) and
other out-of-pocket expenses (including independent experts retained by
DUNCAN) reasonably incurred by it in connection with its representation
and services hereunder. DUNCAN shall submit an invoice to the Company for
all such fees and expenses and the Company shall pay to DUNCAN all such
fees and expenses referred to above whether or not any Financing is
consummated. Such out-of-pocket and legal expense reimbursement will be
payable promptly upon submission by DUNCAN of statements to the Company.
If elected by DUNCAN, the Company may be requested to pay an expense
retainer or cost allowance in advance to DUNCAN.
6. SCOPE OF RESPONSIBILITY.
Neither DUNCAN nor any of its affiliates (nor any of their
respective control persons, directors, officers, employees or agents)
shall be liable to the Company or to any other person claiming through the
Company for any claim, loss, damage, liability, cost or expense suffered
by the Company or any such person arising out of or related to DUNCAN's
Engagement hereunder except for a claim, loss or expense that arises
solely out of or is based solely upon any action or failure to act by
DUNCAN, other than an action or failure to act undertaken at the request
or with the consent of the Company, that is found in a final judicial
determination to constitute bad faith, willful misconduct or gross
negligence on the part of DUNCAN.
7. INDEMNIFICATION.
Since DUNCAN will be acting on behalf of the Company in connection
with its engagement, the Company agrees to indemnify DUNCAN as set forth
in EXHIBIT A to this Agreement. Such indemnification agreement is an
integral part of this Agreement and the terms thereof are incorporated by
reference herein. Such indemnification agreement shall survive any
termination or completion of DUNCAN'S engagement hereunder.
8. TERMINATION.
The term of this Agreement is one (1) year from the date hereof;
provided, however, that DUNCAN's Engagement hereunder may be terminated,
with or without cause, by either the Company or DUNCAN upon sixty (60)
days prior written notice to the other party; provided, further, that such
termination will not affect DUNCAN's right to (a) expense reimbursement
under Section 5, (b) receipt of payment of any fees or compensation
pursuant to Section 4, (c) the indemnification contemplated by Section 7
above, and (d) any other compensation due under any other provision of
this Agreement.
9. RIGHT OF FIRST REFUSAL AND OTHER TRANSACTIONS
If, in the twelve (12) months following completion of the Financing,
the Company elects to raise additional funds from a private placement of
equity and/or debt, DUNCAN, in conjunction with Econor, will have the
first right of refusal to secure such funds. In addition, if in the twelve
(12) months following the completion of the Financing, the Company seeks
to engage in any mergers and/or acquisitions transactions, DUNCAN will
have the right of first refusal to advise the Company on any such
transactions on mutually agreeable terms.
10. GOVERNING LAW; JURISDICTION; WAIVER OF JURY TRIAL.
10.1 This Agreement will be deemed made in New York and will be
governed by the laws of the State of New York without regard to the
conflict of law principles contained therein. The Company irrevocably
submits to the jurisdiction of any court of the State of New York, for the
purpose of any suit, action or other proceeding arising out of this
Agreement, or any of the agreements or transactions contemplated hereby,
which is brought by or against the Company. Each of the Company (and, to
the extent permitted by law, on behalf of the Company's equity holders and
creditors) and DUNCAN hereby knowingly, voluntarily and irrevocably waive
any right it may have to a trial by jury in respect of any claim based
upon, arising out of or in connection with this Agreement and the
transactions contemplated hereby (including, without limitation, any
Financing or Acquisition).
10.2 Any dispute arising hereunder, if not settled by mutual
agreement, shall, at DUNCAN'S option, and, upon written notice by DUNCAN
to the Company be settled by final and binding arbitration in New York,
New York. The arbitration shall be conducted in accordance with the
Commercial Dispute Resolution Procedures and Rules of the American
Arbitration Association ("AAA Rules") by a single disinterested arbitrator
appointed in accordance with such AAA Rules.
10.3 The arbitrator shall have authority to award relief under legal
or equitable principles, including interim or preliminary relief, and to
allocate responsibility for the costs of the arbitration and to award
recovery of attorneys' fees and expenses in such manner as is determined
by the arbitrators.
10.4 Judgment upon the award rendered by the arbitrators may be
entered in any court having personal and subject matter jurisdiction. Each
party hereby submits to the in personam and subject matter jurisdiction of
the federal and state courts in the County of New York for the purpose of
confirming any such award and entering judgment thereon.
All proceedings under Sections 10.2 through 10.4 and all evidence given or
discovered pursuant hereto, shall be maintained in confidence by both
parties, except as required by law.
11. NO RIGHTS IN EQUITYHOLDERS, CREDITORS.
This Agreement does not create, and will not be construed as
creating, rights enforceable by any person or entity not a party hereto,
except those entitled thereto by virtue of Section 7 herein. The Company
acknowledges and agrees that (a) DUNCAN will act as an independent
contractor and is being retained solely to assist the Company in its
efforts to help with possible Financing(s), and that, DUNCAN is not being
retained to advise the Company on, or to express any opinion as to, the
wisdom, desirability or prudence of consummating any Financing; and (b)
DUNCAN is not and will not be construed as a fiduciary of the Company or
any affiliate thereof and will have no duties or liabilities to the equity
holders or creditors of the Company, and affiliates of the Company or any
other person by virtue of this Agreement and the retention of DUNCAN
hereunder, all of which duties and liabilities are hereby expressly
waived. Neither equity holders nor creditors of the Company are intended
beneficiaries hereunder. The Company confirms that it will rely on its own
counsel, accountants and other similar expert advisors for legal
(including compliance with state and federal securities laws), accounting,
tax and other similar advice.
12. DUNCAN; OTHER ACTIVITIES.
12.1 It is understood and agreed that DUNCAN and/or its affiliates
may, from time to time, make a market in, have a long or short position,
buy and sell or otherwise affect transactions for customer accounts and
for their own respective accounts in the securities of, or perform
investment banking or other services for, the Company and other entities
which are or may be the subject of the Engagement contemplated by this
Agreement. This is to confirm that possible investors identified or
contacted by DUNCAN could include entities in respect of which DUNCAN may
have rendered or may in the future render services.
12.2 The Company acknowledges that DUNCAN and its affiliates are in
the business of providing financial services and consulting advice to
others. Nothing herein contained shall be construed to limit or restrict
DUNCAN in conducting such business with respect to others, or in rendering
such advice to others, except as such advice may relate to matters
relating to the Company's business and properties.
12.3 The Company shall not make or issue any public announcements or
other communications regarding or relating to this Agreement without the
prior approval of DUNCAN.
13. MISCELLANEOUS.
13.1 This Agreement may not be modified or amended except in writing
executed in counterparts, each of which will be deemed an original and all
of which will constitute one and the same instrument.
13.2 This Agreement supersedes all prior agreements between the
parties concerning the subject matter hereof.
13.3 Neither party may assign this Agreement without the prior
written consent of the other party.
13.4 If any provision of this Agreement shall for any reason be held
invalid or unenforceable by any court, governmental agency or arbitrator
of competent jurisdiction, such invalidity or unenforceability shall not
affect any other provision hereof, but this Agreement shall be construed
as if such invalid or unenforceable provision had never been contained
herein.
13.5 The provisions contained in Sections 3, 4, 5, 7, 8, 9, 10, 11
and 13 shall survive expiration or termination of this Agreement.
13.6 All notices, requests, demands and other communications
hereunder shall be given in writing and shall be (a) personally delivered;
(b) sent by telecopier; (c) sent by an internationally-recognized
overnight courier, or (d) sent to the parties at their respective
addresses indicated herein by registered or certified mail, return receipt
requested and postage prepaid. The respective addresses to be used for all
such notices, demands or requests are as follows:
If to the Company,
Technoprises
12 Raoul Wallenberg St. Tel
Aviv, 69719, Israel
Telecopier:+972-3-766-5100
Attention: Prosper Abitbol
Or to such other person or address as the Company shall designate in
writing to the other party.
If to DUNCAN,
Duncan Capital LLC 830 Third Avenue,
14th Floor New York, New York 10022
Telecopier: (212) 581-7010
Attention: David Fuchs
with a copy to:
The same address listed above for DUNCAN, Attn: General Counsel.
If personally delivered or delivered via internally-recognized
overnight courier, such communication shall be deemed delivered upon
actual receipt; if transmitted by telecopier pursuant to this Section 13,
such communication shall be deemed delivered the next business day after
transmission (and sender shall bear the burden of proof of delivery); and
if sent by mail pursuant to this Section 13, such communication shall be
deemed delivered as of the fifth (5th) business day following deposit of
such communication in the mail. Either party to this Agreement may change
its address at any time by giving notice thereof in accordance with this
Section 13.
If the foregoing correctly sets forth our Agreement, please so indicate by
signing below and returning an executed copy to Duncan Capital LLC. This
Agreement may be executed by the exchange by facsimile/telecopy or
e-mail/electronic signature between the Parties of signed counterparts of this
Agreement. We look forward to working with you and the rest of the management
team in a long-term relationship that assists the Company in achieving its
business goals.
Sincerely, ACCEPTED AND APPROVED:
DUNCAN CAPITAL LLC TECHNOPRISES
___________________________________ ________________________________________
David Fuchs Prosper Abitbol
President Chairman of the Board & CEO
EXHIBIT A - INDEMNIFICATION PROVISIONS
In connection with our engagement of DUNCAN as our consultant and advisor,
the Company hereby agrees to indemnify and hold DUNCAN and its affiliates
(which, purposes of this indemnity, shall include Duncan Capital Group LLC, a
Delaware limited liability company) and the directors, officers, partners,
shareholders, members, employees and agents of DUNCAN and each other person, if
any, controlling DUNCAN or any of its affiliates (collectively the "Indemnified
Persons"), harmless from and against any and all claims, actions, suits,
proceedings (including those of shareholders), damages, liabilities and expenses
incurred by any of them (including, but not limited to, fees and expenses of
counsel) which are (A) related to or arise out of (i) any actions taken or
omitted to be taken (including any untrue statements made or any statements
omitted to be made) by the Company, or (ii) any actions taken or omitted to be
taken by any Indemnified Person in connection with the Company's engagement of
DUNCAN pursuant to this Agreement between the DUNCAN and the Company, or (B)
otherwise related to or arising out of DUNCAN'S activities on our behalf
pursuant to DUNCAN'S engagement under this Agreement, and the Company shall
reimburse any Indemnified Person for all expenses (including, but not limited
to, fees and expenses of counsel) as incurred by such Indemnified Person in
connection with investigating, preparing or defending any such claim, action,
suit or proceeding (collectively a "Claim"), whether or not in connection with
pending or threatened litigation in which any Indemnified Person is a party. The
Company will not, however, be responsible for any Claim which is finally
judicially determined to have resulted exclusively from the gross negligence or
willful misconduct of any person seeking indemnification hereunder. The Company
further agrees that no Indemnified Person shall have any liability to the
Company for or in connection with DUNCAN'S engagement under the Agreement except
for any Claim incurred by the Company solely as a direct result of any
Indemnified Person's gross negligence or willful misconduct.
The Company further agrees that it will not, without the prior written
consent of DUNCAN settle, compromise or consent to the entry of any judgment in
any pending or threatened Claim in respect of which indemnification may be
sought hereunder (whether or not any Indemnified Person is an actual or
potential party to such Claim), unless such settlement, compromise or consent
includes a legally binding, unconditional, and irrevocable release of each
Indemnified Person hereunder from any and all liability arising out of such
Claim.
Promptly upon receipt by an Indemnified Person of notice of any complaint
or the assertion or institution of any Claim with respect to which
indemnification is being sought hereunder, such Indemnified Person shall notify
the Company in writing of such complaint or of such assertion or institution,
but failure to so notify the Company shall not relieve the Company from any
obligation it may have hereunder, unless, and only to the extent that, such
failure results in the forfeiture by it of substantial rights and defenses, and
such failure to so notify the Company will not in any event relieve it from any
other obligation or liability it may have to any Indemnified Person otherwise
than under this Agreement. If the Company so elects or is requested by such
Indemnified Person, it will assume the defense of such Claim, including the
employment of counsel reasonably satisfactory to such Indemnified Person and the
payment of the fees and expenses of such counsel. In the event, however, that
such Indemnified Person reasonably determines in its sole judgment that having
common counsel would present such counsel with a conflict of interest or such
Indemnified Person concludes that there may be legal defenses available to it or
other Indemnified Persons different from or in addition to those available to
the Company, then such Indemnified Person may employ its own separate counsel to
represent or defend it in any such Claim and the Company shall pay the
reasonable fees and expenses of such counsel. Notwithstanding anything herein to
the contrary, if the Company fails timely or diligently to defend, contest, or
otherwise protect against any Claim, the relevant Indemnified Party shall have
the right, but not the obligation, to defend, contest, compromise, settle,
assert crossclaims or counterclaims, or otherwise protect against the same, and
shall be fully indemnified by the Company therefor, including, but not limited
to, for the fees and expenses of its counsel and all amounts paid as a result of
such Claim or the compromise or settlement thereof. In any Claim in which the
Company assumes the defense, the Indemnified Person shall have the right to
participate in such defense and to retain its own counsel therefor at its own
expense.
The Company agrees that if any indemnity sought by an Indemnified Person
hereunder is held by a court to be unavailable for any reason, then (whether or
not DUNCAN is the Indemnified Person) the Company and DUNCAN shall contribute to
the Claim for which such indemnity is held unavailable in such proportion as is
appropriate to reflect the relative benefits to the Company, on the one hand,
and DUNCAN, on the other, in connection with DUNCAN'S engagement by the Company
under the Agreement, subject to the limitation that in no event shall the amount
of DUNCAN'S contribution to such Claim exceed the amount of fees actually
received by DUNCAN from the Company pursuant to DUNCAN'S engagement under the
Agreement. The Company hereby agrees that the relative benefits to it, on the
one hand, and DUNCAN, on the other hand, with respect to DUNCAN'S engagement
under the Agreement shall be deemed to be in the same proportion as (a) the
total value paid or proposed to be paid or received by the Company or its
stockholders as the case may be, pursuant to the transaction (whether or not
consummated) for which DUNCAN is engaged to render services bears to (b) the fee
paid or proposed to be paid to DUNCAN in connection with such engagement.
The Company's indemnity, reimbursement and contribution obligations under
this Agreement shall be in addition to, and shall in no way limit or otherwise
adversely affect any rights that an Indemnified Party may have at law or at
equity.
Should DUNCAN, or any of its directors, officers, partners, shareholders,
members, agents or employees, be required or be requested by the Company to
provide documentary evidence or testimony in connection with any proceeding
arising from or relating to DUNCAN'S engagement under the Agreement, the Company
agrees to pay all reasonable expenses (including, but not limited to, fees and
expenses of counsel) in complying therewith and customary fees for sworn
testimony or preparation thereof, payable in advance.
DUNCAN | CAPITAL
PROPOSED TERM SHEET
This term sheet summarizes the principal terms of a proposed financing of the
Company. This term sheet is for discussion purposes only. The terms and
conditions are subject to change and this term sheet does not constitute either
an offer to sell or an offer to purchase securities. The issuance and sale of
any securities is subject to completion of due diligence to the Investors'
satisfaction, the preparation and negotiation of definitive documentation and,
subsequent to the date hereof, no material adverse developments shall have
occurred relating to the business, assets, operations, properties, condition
(financial or otherwise) or prospects of the Company and its subsidiaries, taken
as a whole.
June 9, 2004
ISSUER: Technoprises Ltd (OTCBB: TNOLF) (the "Company")
ISSUE: Seven Hundred and Fifty Thousand Dollars ($750,000) of
Senior Convertible Securities (the "Convertible"),
convertible, at any time, into the common stock
("Common Stock") of the Company. Five Hundred Thousand
Dollars will be funded directly to the Company and the
remaining Two Hundred and Fifty Thousand will be kept
by the Investor as a Bank Guarantee for the Agreement
the Company has with Lucent Technologies, Inc. Company
may bring other investor for same amount.
WARRANTS: On the Closing Date, the Company shall issue to each
Investor 5- year Warrants (the "Warrants") to purchase
an aggregate number of shares equal to 50% of the
principal amount of the Notes (on an as-if-converted
basis); such Warrants shall have an exercise price
equal to the Market Price on the Closing Date (but in
no case shall the price be less than $0.10 per
warrant).
INTEREST: 5% payable quarterly in arrears
RIGHT OF Upon thirty (30) days prior written notice but not
REDEMPTION: before 6 months, the Company shall have the right to
redeem the Convertible in part or in whole at any time
during the life of the Convertible. The redemption
price shall be set at 120% of the face value of the
convertible plus accrued interest.
TERM: One year from closing (the "Closing Date")
CONVERSION PRICE: The Notes may be converted into shares of Common Stock
(at any time at the option of the holder(s)) at a
conversion price equal to $0.10.
DUNCAN | CAPITAL
REGISTRATION: No later than 45 days from the Closing Date, the
Company shall file with the SEC a registration
statement on Form f1 (or any other applicable form
exclusive to this offering) covering the common stock
underlying the Notes and Warrants (as defined below)
and shall have it declared effective within 120 days of
such Closing Date. If the registration statement is not
filed within 45 days or is, for any reason, not
declared effective within 120 days, the Company shall
pay liquidated damages to the Investors. Such damages
shall be paid in cash in an amount equal to 1% of the
Investor's subscription amount for the first 45 days
(or part thereof) after the relevant date (i.e., filing
date or effective date), and for any subsequent 30-day
period (or part thereof), thereafter.
COLLATERAL: The Company shall provide a first lien on substantially
all of its assets.
LEGAL: The Company will pay reasonable legal fees and expenses
in an amount not to exceed $10,000.
PLACEMENT AGENT On the Closing Date, the Company shall pay to Duncan
COMPENSATION: Capital (i) a cash fee equal to 10% of the aggregate
gross proceeds raised, and (ii) 5-year warrants
("Placement Warrants") to purchase such number of
shares of common stock equal to 10% of the aggregate
number of fully-diluted shares of common stock issued
in connection with the financing. Will receive only 50%
commission on the bank guaranty or other method agreed
by Lucent. Duncan will receive 5% fee for other
investor not brought by Duncan in the deal.
ENGAGEMENT OF The Company shall enter into an engagement letter (the
DUNCAN: "Engagement Letter") with Duncan, providing that, upon
completion of the Initial Financing, Duncan shall serve
as the Company's exclusive advisor in financial
advisory, investment banking and related transactions
for a period of twelve (12) months only if agreed upon
the previous finder Econor , the company shall do the
best to have the other party agree on a Co- Management
role. The company will pay fee on a performance basis
only. The Company agrees to file a Form 8-K
announcement of this deal by the close of business on
the business day following the Closing Date.
DUNCAN | CAPITAL
CLOSING: On or before June 18, 2004
ACCEPTED AND AGREED:
TECHNOPRISES
___________________________________
Prosper Abitbol
Chairman of the Board &
Chief Executive Officer