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EXHIBIT 10.17
VIRTUAL FINANCIAL CORP.
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February 16, 1999
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Integrated Transportation Network Group Inc.
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Re: Finders Fee
Dear Andy,
This letter shall constitute the terms of the Consulting Agreement among
Virtual Financial Corp. ("VFC"), a corporation, and Integrated Transportation
Network Group Inc. ("ITNG"), a Delaware corporation. For good and valuable
consideration, it is agreed as follows:
1. ENGAGEMENT. VFC is retained by ITNG, on a nonexclusive basis, to
assist ITNG in locating sources of capital, such as:
a. High yield bonds;
b. Notes;
c. Bank loans;
d. Equity;
e. A combination of the above or any other form that is acceptable
to ITNG.
2. FINDERS FEE. Subject to the terms and conditions of this Section 2, if
ITNG receives capital from a source of capital introduced to ITNG by VFC, and
ITNG has not informed VFC that ITNG has a prior relationship with such source of
capital (after being informed by VFC of the identity of such source of capital),
VFC shall receive the following compensation:
a. 1.5% of all monies received up to $50 million.
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b. 1.25% of all monies received above $50 million up to $100
million.
c. 1% of all monies received above $100 million up to $500 million.
d. 3,000 shares of ITNG common stock for each $1 million received.
VFC shall notify ITNG of the identity of each potential source of
capital, prior to submitting ITNG materials to such person. If ITNG informs VFC
that it has a prior relationship with such source of capital, VFC shall not
submit ITNG materials to such person and shall not be entitled to any fee
hereunder concerning any capital invested in ITNG by such person, unless ITNG
authorizes VFC in writing to submit ITNG materials to such person, in which
case, VFC would be eligible to receive a fee, in accordance with the terms and
conditions of this agreement.
3. REGISTRATION RIGHTS.
a. ITNG agrees that it will, subject to the requirement that the
prior consent of any Secondary Underwriter be obtained, within
180 days of issuance and at the sole expense of ITNG, register
the shares of Common Stock issued hereunder under the Securities
Act of 1933 (the "Act") for resale by VFC. Such securities shall
be registered on a Form S-3 Registration Statement or any
successor form. ITNG shall supply prospectuses meeting the
requirements of the Act and such other documents as VFC may
reasonably request for at least one year following the
effectiveness of such registration in order to facilitate the
public sale or disposition of such securities, to register and
qualify any of such securities for sale in such states as VFC
designates and do any and all other acts and things which are
reasonably necessary to enable VFC to consummate the public sale
or other disposition of such securities.
b. VFC has knowledge and experience in financial and business
matters that each is capable of evaluating the merits and risks
of an investment in ITNG. VFC is familiar with the nature and
risks inherent in investments in unregistered securities and in
the business in which ITNG engages and have determined that an
investment in ITNG is consistent with its investment objectives
and income prospects. VFC represents and warrants that it is an
"accredited investor" as defined in Rule 501(a) of Regulation D
promulgated under the Act. VFC is acquiring the shares of Common
Stock issuable hereunder, for its own account for investment
purposes only and not with a view toward resale or distribution
of such shares either in whole or in part.
4. TERM. This Agreement shall be effective for a period of twelve months,
commencing upon the date of execution of this Agreement and may be terminated by
either party upon thirty (30) days written notice.
5. JOINT RELATIONSHIP. Nothing contained in this Agreement shall be
construed to imply a joint venture or partnership or principal/agent
relationship between the parties hereto, and no party y this Agreement shall
have any right, power or authority to act or create any obligation, expressed or
implied, on behalf of the other party other than as set forth herein.
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6. CONFIDENTIAL INFORMATION. The parties hereto recognize that a major
need of ITNG is to preserve its trade secrets and confidential information. By
reason of this Agreement, VFC will have access to, and will obtain specialized
knowledge, trade secrets and confidential information about ITNG's plans and
operations. Therefore, VFC hereby agrees that during and after the Term VFC will
not use, other than in performing services hereunder, disclose to others, or
publish any confidential business information about the affairs of ITNG,
including but not limited to confidential information concerning ITNG's
products, methods, analytical techniques, technical information, customer
information, employee information, and other confidential information acquired
by it in the course of its past or future services for ITNG. VFC agrees to take
reasonable and appropriate steps to prevent the improper or inadvertent
disclosure of any such confidential information. VFC further acknowledges that
it may from time to time in the performance of services under this Agreement
come into possession of information that could be deemed to be material
non-public information and that the possession of such information will limit
VFC's ability to buy and sell shares of ITNG.
7. COMPLIANCE WITH LAWS. VFC shall comply with all applicable laws in
connection with rendering services hereunder and agrees to indemnify and hold
harmless ITNG and its officers, directors and agents from and against all
liabilities, losses, costs and expenses (including attorney's fees and costs)
arising out of VFC's failure to so comply.
8. ENTIRE AGREEMENT. This Agreement represents the entire Agreement
between the parties with respect to the subject matter hereof and is not subject
to alteration, modification or change except in writing signed by each of the
parties. In addition, this Agreement when executed shall supersede any and all
previous Agreements, whether written or oral, with respect to the subject matter
hereof. A waiver of any term or condition of this Agreement shall not be
construed as a general waiver. The obligations of the parties under this
Agreement shall not be assignable or transferable.
9. NOTICES. Any notices with respect to this Agreement shall be sent via
registered mail, return receipt requested, or facsimile to each of the parties
at the address designated at the top of page one.
10. CHOICE OF LAW. This Agreement shall be governed by and construed under
the laws of the State of New York.
11. DISPUTES. The prevailing party in any dispute pursuant to this
Agreement shall be entitled to reasonable attorneys' fees and costs.
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If the foregoing meets with your approval, please indicate by
counter-signing below.
Sincerely,
Virtual Financial Corp.
By: /S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
Chief Operating Officer
AGREED TO AND ACCEPTED:
Integrated Transportation Network Group Inc.
/s/ ▇▇▇▇▇▇ ▇▇▇ 2/16/99
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President