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EXHIBIT 10.46
FUNDING AGREEMENT
(Short Form)
THIS FUNDING AGREEMENT made this 27th day of May, 1997 by and between
Capital Access Bureau, Inc.
Premiere Point North
225 Westmonte Dr./Suite 1170
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Tel: (407) 865 - 9857
Fax: (407) 865 - 9434
a Florida corporation, (hereinafter referred to as "CABI"), and
National Diagnostics, Inc.
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(hereinafter referred to as "COMPANY"),
collectively FINDER and COMPANY hereinafter to as "the parties".
WITNESSETH:
WHEREAS FINDER is in the business of providing funding sources,
funding services, funding introductions, funding source location, funding
coordination services, funding liaison services and other related services and
COMPANY wishes to engage the services of FINDER in connection therewith and
WHEREAS FINDER has expertise and contacts valuable to COMPANY and
FINDER desires to make them available to COMPANY upon terms set forth herein;
and
WHEREAS COMPANY is in need of funding in the exact or approximate
amount of; $2,000,000 in U. S. funds and FINDER has the ability to render
services on behalf of the COMPANY for the purpose of assisting COMPANY in
obtaining said funding and for said amount, or in a lesser amount as partial
funding;
THEREFORE, the Parties agree as follows;
1. INTRODUCTION AND FINDER'S FEES:
That if FINDER's introduction to a funding source is instrumental in COMPANY
securing funding through a previously disclosed or undisclosed third party
transaction, and/or FINDER'S introduction to any other funding source results
in COMPANY securing full or partial funding, FINDER is entitled to a finder's
fee amounting to ten percent (10%) of the
U.S. dollar amount of such funding, or such other valuable consideration if
not in actual cash funds, received by COMPANY.
2. PAYMENT OF FINDER'S FEES:
The above mentioned finder's fee is paid to FINDER in the following manner;
(a) 100% or $200,000 to be wire transferred to FINDER's corporate account,
within (2) banking and/or business days after receipt of said funding by
COMPANY.
3. OTHER FEES AND RELATED COSTS:
That it is fully understood by all parties hereto, and agreed, that COMPANY is
under no obligation to pay any other fees, charges or costs related hereto
(with the exception of the aforementioned finder's fee and related bank and/or
escrow fees) as a result of this agreement.
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4. NON-WAIVER:
The failure of either party, at any time, to require any such performance by
any other party shall not be construed as a waiver of such right to require
such performance and shall in no way affect such party's right to require such
performance and in no way shall affect such party's right subsequently to
require full performance hereunder.
5. GENERAL:
(a) Entire Agreement: This funding Agreement is the entire agreement
between the parties. No change, addition, alteration or erasure
of any portion of this Funding Agreement shall be valid or
binding upon either party. It is declared by all parties hereto
that there are no oral other agreements or understandings between
them affecting this Funding Agreement, or relating to the
business of FINDER. This agreement supersedes all previous
agreements between FINDER and COMPANY.
(b) Applicable Law: this Funding Agreement is executed pursuant to
and shall be interpreted under the laws of the State of Florida
for which the Courts in Seminole County, Florida shall have
jurisdiction.
(c) Breach: In the event of a breach in the performance of any item
contained herein, the defaulting party agrees to pay all costs of
enforcing this Funding Agreement either by arbitration or
litigation or any right arising out of the breach thereof
including a reasonable attorney's fee.
(d) Term of Agreement: the term of this Funding Agreement shall be
for a period of one (1) year from the date of execution hereof.
(e) Exclusivity: It is expressly understood by all parties hereto
that FINDER does have exclusive right in efforts to acquire said
funding for COMPANY for a period of 45 days.
IN WITNESS WHEREOF, the parties have hereunto set their respective
hand(s) the day and year first above written.
For and in behalf of COMPANY: For and in behalf of CABI:
National Diagnostics, Inc. Capital Access Bureau, Inc.
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By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Pres./COO By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, President
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By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, CEO
Date: 5/29/97 Date: 5/29/97
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