Sample Business Contracts

Engagement Letter - Inc. and Rockwood Inc.

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                                 Rockwood, Inc.
                                  David Fuchs
                               Managing Director
                               Investment Banking
               Telephone (212) 947-4117 Facsimile: (212) 946-9045

                                                  December 31, 2001

Gary Valinoti
President & CEO
6865 S.W. 18th Street, Suite B-13
Boca Raton, FL 33433

Dear Gary:

         This letter agreement ("Agreement") dated as of December 31, 2001, will
confirm the understanding and agreement between Rockwood, Inc. ("Rockwood") and Inc., (together with all of its subsidiaries, affiliates,
successors and other controlled units, either existing or formed subsequent to
the execution of this engagement, the "Company") as follows:

         1. The Company hereby engages Rockwood as the Company's financial
advisor with respect to the Company's continuing review of strategic and
financial planning matters. Rockwood shall also assist the Company with
increasing the financial community's awareness of the Company and its prospects.

         2. Rockwood hereby accepts the engagement and in that connection agrees

              (a) undertake, in consultation with the Company, a study and
                  analysis of the business, operations, financial condition and
                  prospects of the Company.

              (b) review with the Company its financial plan and analyze its
                  strategic plans and business alternatives;

              (c) be available to meet with the Company's Board of Directors to
                  discuss strategic alternatives and their financial

During the term of this Agreement, Rockwood shall provide the Company with such
regular and customary consulting advice as is reasonably requested by the
Company, provided that Rockwood shall not be required to undertake duties not
reasonably within the scope of the financial advisory or investment banking
services contemplated by this Agreement. It is understood and acknowledged by
the parties that the value of Rockwood's advice is not readily quantifiable, and
that Rockwood shall be obligated to render advice upon the request of the
Company, in good faith, but shall not be obligated to spend any specific amount
of time in so doing.


         3. In connection with Rockwood's engagement, the Company will furnish
Rockwood with any reasonable information concerning the Company which Rockwood
reasonably deems appropriate and will provide Rockwood with reasonable access to
the Company's officers, directors, accountants, counsel and other advisors. The
Company represents and warrants to Rockwood that all such information concerning
the Company will be true and accurate in all material respects and will not
contain any untrue statement of a material fact or omit to state a material fact
necessary in order to make the assessments therein not misleading in light of
the circumstances under which such statements are made. In addition, Rockwood
shall be kept fully informed of any events which might have a material effect on
the financial condition of the Company. The Company acknowledges and agrees that
Rockwood will be using and relying upon such information supplied by the Company
and its officers, agents and others and any other publicly available information
concerning the Company without any independent investigation or verification
thereof or independent appraisal by Rockwood of the Company or its business
assets. If, in Rockwood's opinion after completion of its due diligence process,
the condition of the Company, financial or otherwise, and its prospects are not
substantially as represented or do not fulfill Rockwood's expectations, Rockwood
shall have the sole discretion to review and determine its continued interest in
the Agreement. The Company further acknowledges and agrees that neither this
Agreement nor any actions taken by Rockwood pursuant to it shall obligate
Rockwood to provide or obtain either financing or transactions for the Company.
Any such agreement shall only be contained in a separate written agreement
executed by the Company and Rockwood.

         4. As compensation and in consideration for the services to be rendered
by Rockwood hereunder and such other services to be provided by Rockwood at the
request of the Company, the Company shall pay to Rockwood a non-refundable
retainer as follows:

              (a) $100,000 payable immediately upon the earliest of (i) the
                  Company achieving $1 million of revenues for any quarter or
                  (ii) receiving financing equal to or exceeding $1 million.

              (b) Upon the execution of this Agreement shall issue to Rockwood
                  and/or its designees one million warrants (individually a
                  "Warrant" and collectively, the "Warrants") to purchase one
                  million shares of common stock of the Company at an exercise
                  price equal to $0.001 per share of the common stock of the
                  Company. Each Warrant is exercisable at the option of the
                  holder at any time during the period of five years from the
                  date of execution of this Agreement. The terms of the Warrants
                  shall be set forth in one or more agreements (the "Warrant
                  Agreements") in form and substance reasonably satisfactory to


                  Rockwood and the Company. The Warrant Agreements shall contain
                  customary terms, including, without limitation, change of
                  control, cashless exercise, price based anti-dilution, and
                  customary demand and piggyback registration rights.

         5. The Company agrees to reimburse Rockwood from time to time upon
request and upon receipt of appropriate invoices therefor, for all reasonable
out of pocket expenses incurred by Rockwood in connection with this engagement,
provided, however, that Rockwood shall obtain prior approval for any expenses in
excess of $2,000.

         6. Since Rockwood will be acting on behalf of the Company in connection
with this engagement, the Company agrees to indemnify Rockwood as set forth in a
separate letter agreement attached hereto as Schedule A, dated the date hereof,
between Rockwood and the Company.

         7. The Company agrees that Rockwood has the right to place
advertisement in financial and other newspapers and journals at its own expense
describing their services to the Company hereunder.

         8. Subject to the provisions of paragraphs 3 through 7 and 9 through 13
which shall survive any termination of this Agreement, this Agreement shall be
effective for a period of nine (9) months, commencing upon execution hereof and
shall continue thereafter unless and until terminated on thirty days written
notice by either party to the other party.

         9. Any advice given to the Company by Rockwood under this Agreement
shall not be publicly disclosed or made available to third parties without
Rockwood's prior consent.

         10. The benefits of this Agreement shall, together with the separate
indemnity letter attached hereto and made a part hereof as Annex A, inure to the
benefit of respective successors and assigns of the parties hereto and of the
indemnified parties hereunder and their successors and assigns and
representatives, and the obligations and liabilities assumed in this Agreement
by the parties hereto shall be binding upon their respective successors and

         11. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York, without regard to principles of
conflicts of laws. The parties hereby waive trial by jury in any action or
proceeding involving, directly or indirectly, any matter in any way arising out
of or in connection with this Agreement.


         12. This Agreement may be executed in any number of counterparts, each
of which together shall constitute one and the same original document. This
Agreement may be executed and delivered by exchange of facsimile copies showing
the parties' signatures, and those signatures need not be affixed to the same
copy. The facsimile copies showing the signatures of the parties will
constitute originally signed copies of the same Agreement requiring no
further execution.

         13. No provision of this Agreement may be amended, modified or waived,
except in a writing signed by all of the parties hereto.

         We are delighted to accept this engagement and look forward to working
with you on this assignment. Please confirm that the foregoing correctly sets
forth our agreement by signing the enclosed duplicate of this letter in the
space provided and returning it, whereupon this letter shall constitute a
binding agreement as of the date first above written.


By: /s/ David Fuchs
    David Fuchs
    Managing Director, Investment Banking



By: /s/ Gary Valinoti
    Gary Valinoti
    President & CEO

                                    ANNEX A
                           Indemnification Provisions


In connection with the engagement of Rockwood, Inc. ("Rockwood") by
Inc., together with its subsidiaries and affiliates (collectively, the
"Company") pursuant to a letter agreement dated December 31, 2001 between the
Company and Rockwood as it may be amended from time to time (the "Letter
Agreement"), the Company, hereby agrees as follows:

1. In connection with or arising out of or relating to the engagement of
Rockwood under the Letter Agreement, or any actions taken or omitted, services
performed or matters contemplated by or in connection with the Letter Agreement,
the Company agrees to reimburse Rockwood, its affiliates and their respective
directors, officers, employees, agents and controlling persons (each an
"Indemnified Party") promptly upon demand for actual, out-of-pocket expenses
(including reasonable fees and expenses for legal counsel) as they are incurred
in connection with the investigation of, preparation for or defense of any
pending or threatened claim, or any litigation, proceeding or other action in
respect thereof (collectively, a "Claim"). The Company also agrees (in
connection with the foregoing) to indemnify and hold harmless each indemnified
Party from and against any and all out-of-pocket losses, claims, damages and
liabilities, joint or several, to which any Indemnified Party may become subject
including any amount paid in settlement of any litigation or other action
(commenced or threatened) to which the Company shall have consented in writing
(such consent not to be reasonably withheld), whether or not any Indemnified
Party is a party and whether or not liability resulted; provided, however, that
the Company shall not be liable pursuant to this sentence in respect of any
loss, claim, damage or liability to the extent that a court or other agency
having competent jurisdiction, shall have determined by final judgement (not
subject to further appeal) that such loss, claim, damage or liability was
incurred solely as a direct result of the willful misconduct or gross negligence
of such Indemnified Party.

2. An Indemnified Party shall have the right to retain separate legal counsel
of its own choice to conduct the defense and all related matters in connection
with any Claim. The Company shall pay the reasonable fees and expenses of such
legal counsel, and such counsel shall to the fullest extent, consistent with its
professional responsibilities, cooperate with the Company and any legal counsel
designated by the Company.

3. The Company will not, without the prior written consent of each Indemnified
Party settle, compromise or consent to the entry of any judgment in any pending
or threatened Claim in respect of which indemnification may be reasonably sought
hereunder (whether or not any Indemnified Person is an actual or potential party


such Claim), unless such settlement, compromise or consent includes an
unconditional, irrevocable release of each Indemnified Person against whom such
Claim may be brought hereunder from any and all liability arising out of such

         4. In the event the indemnity provided for in paragraphs 1 and 2 hereof
is unavailable or insufficient to hold any Indemnified Party harmless, then the
Company shall contribute to amounts paid or payable by an Indemnified Party in
respect of such Indemnified Party's losses, claims, damages and liabilities as
to which the indemnity provided for in paragraphs 1 and 2 hereof is unavailable
or insufficient (i) in such portion as appropriately reflects the relative
benefits received by the Company, on the one hand, and the Indemnified Party, on
the other hand, in connection with the matters as to which losses, claims,
damages or liabilities relate, or (ii) if the allocation provided by (i) above
is not permitted by applicable law, in such proportion as appropriately reflects
not only the relative benefits referred to in clause (i) but also the relative
fault of the Company, on the one hand, and the Indemnified Parties, on the other
hand, as well as any other equitable considerations. The amounts paid or payable
by a party in respect of losses, claims, damages and liabilities referred to
above shall be deemed to include any reasonable legal or other out-of-pocket
fees and expenses incurred in defending any litigation, proceeding or other
action or claim. Notwithstanding the provisions hereof, Rockwood's share of the
liability hereunder shall not be in excess of the amount of fees actually
received by Rockwood under the Letter Agreement (excluding, any amounts received
as reimbursement of expenses by Rockwood).

         5. It is understood and agreed that, in connection with Rockwood's
engagement by the Company under the Letter Agreement, Rockwood may also be
engaged to act for the Company in one or more additional capacities, and that
the terms of any such additional engagement may be embodied in one or more
separate written agreements. These Indemnification Provisions shall apply to the
engagement under the Letter Agreement and to any such additional engagement and
any modification of such additional engagement; provided, however, that in the
event that the Company engages Rockwood to act as a dealer manager in an
exchange or tender offer or as an underwriter in connection with the issuance of
securities by the Company or to furnish an opinion letter, such further
engagement may be subject to separate indemnification and contribution
provisions as may be mutually agreed upon.

         6. These Indemnification Provisions shall remain in full force and
effect in connection with the transaction contemplated by the Letter Agreement
whether or not consummated, and shall survive the expiration of the period of
the Letter Agreement, and shall be in addition to any liability that the Company
might otherwise have to any Indemnified Party under the Letter Agreement or


         7. Each party hereto consents to personal jurisdiction and service of
process and venue in any court in the State of New York in which any claim for
indemnity is brought by any Indemnified Person.


BY: /s/ David Fuchs
    David Fuchs
    Managing Director, Investment Banking


BY: /s/ Gary Valinoti
    Gary Valinoti
    President & CEO


                                                     February 1, 2002

Mr. Gary Valinoti
President & CEO, Inc.
64 Princeton Hightstown Road, Suite 219
Princeton Jct, NJ 08550

Dear Gary:

         In accordance with the letter agreement dated December 31, 2001 between
Rockwood Inc. (know known as First Allied Capital Corp. "First Allied Capital")
and, Inc. (the "Company") and pursuant to our recent conversations,
the Company hereby acknowledges, agrees, and covenants to the following:

         1. First Allied Capital has the right to purchase one million shares of
common stock of the Company at a price equal to $0.001 per share (the "Shares").

         2. Upon the Company's execution of this letter, the Company shall send
an authorization letter to its transfer agent notifying them to issue the Shares
promptly, in any event not greater than three (3) business days, in the name of
First Allied Capital's designee, FAS Holdings, Inc. ("FAS").

         3. The Company shall use its best efforts to file a registration
statement to register the Shares issued to FAS and to have such statement
declared effective at the earliest possible time and in any event, no longer
than 45 days after the effective date of the Company's recapitalization.

         4. The Company shall pay all costs (excluding fees and expenses of
FAS's counsel and any underwriting or selling commissions), fees and expenses in
connection with the filing of the registration statement including, without
limitation, the Company's legal and accounting fees, printing expenses, blue sky
fees and expenses. In the event the Company fails to comply with the provisions
of paragraph 3 above, the Company shall, in addition to any other equitable or
other relief available to FAS, be liable for any and all incidental, special and
consequential damages and damages due to loss of profit sustained by the FAS.

         5. The Company will take all necessary action which may be required in
qualifying or registering the Shares included in a registration statement for
offering and sale under the securities or blue sky laws of such states as
reasonably are requested by FAS, provided that the Company shall not be
obligated to execute or file any general consent to do business under the laws
of any such jurisdiction.


         6. All corporate action on the part of the Company, its officers,
directors and shareholders necessary for the authorization, issuance and
delivery of the Shares has been taken or will be taken prior to the filing of
the registration statement. The Company has all requisite legal and corporate
power to sell and issue the Shares and to carry out and perform all of its
obligations hereunder.

         7. The Shares to be issued to FAS, when issued, sold and delivered in
accordance with the terms hereof for the consideration expressed herein, will be
duly and validly issued, fully paid and nonassessable and free of restrictions
on transfer other than the restrictions on transfer under applicable U.S.
federal or state securities laws.

         8. The Company shall indemnify FAS and each person, if any, who
controls FAS within the meaning of Section 15 of the Act or Section 20(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), from and
against any and all loss, claim, damage, expense or liability (including all
expenses reasonably incurred in investigating, preparing or defending against
any claim whatsoever) to which any of them may become subject under the Act, the
Exchange Act or otherwise, arising from such registration statement.

         9. FAS, and its successors and assigns, shall indemnify the Company,
its officers and directors and each person, if any, who controls the Company
within the meaning of Section 15 of the Act or Section 20(a) of the Exchange
Act, from and against any and all loss, claim, damage, expense or liability
(including all expenses reasonably incurred in investigating, preparing or
defending against any claim whatsoever) to which they may become subject under
the Act, the Exchange Act or otherwise, arising from information furnished in
writing by or on behalf of FAS, or its successors or assigns, for specific
inclusion in such registration statement.

         Please acknowledge your acceptance of these terms by signing below.

                                    FIRST ALLIED CAPITAL CORP.

                                    By: /s/ David Fuchs
                                        David Fuchs, Managing Director

Accepted and Agreed

/s/ Gary Valinoti
Gary Valinoti, President & CEO