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AGREEMENT
AGREEMENT, made on this 16th day of August, 2000, by and between
AVALON RESEARCH GROUP INC. ("AVALON") and LUMINANT WORLDWIDE CORP. ("LUMT").
1. THE PARTIES
1.1 LUMT, a corporation, with its principal office at 13737 Noel
Road, Suite 1400, 75240 (tel: (972) 581-7000; fax: (972) 581-7002)
1.2 AVALON, a corporation, with its principal office at 1900 Glades
Road, Suite 201, Boca Raton, Florida 33431 (tel: 561-447-4044; fax:
561-447-4042; email: [email protected]).
1.3 The persons executing this Agreement represent that they have
full and complete authority to do so and has been designated to do so by their
respective Board of Directors.
2. THE AGREEMENT
2.1 LUMT seeks a purchaser of all or part of a private placement
offering ("Offering"). The Offering shall be for any combination of equity
and/or debt on terms and conditions satisfactory to LUMT. As a result of the
introduction made through AVALON to a buyer of the Offering (referred to
herein as "INVESTORS") or any related entity under INVESTORS' control, should
the Offering be closed with INVESTORS, LUMT shall owe AVALON the fees
described herein. Should LUMT close on any introduced transactions under this
Agreement, that in itself shall serve as proof that the Offering met the terms
and conditions that were satisfactory to LUMT.
2.2 It is acknowledged by LUMT that: AVALON has acted solely as a
finder and not in any other capacity; AVALON has not advised LUMT in any
manner regarding the merits of this or any other transaction; LUMT has
consulted its own counsel on all aspects of this Offering and has done its own
due diligence to its satisfaction; AVALON has not made any representations to
LUMT.
2.3 AVALON is a NASD broker/dealer and NASDAQ Market Maker.
INVESTORS may be clients of AVALON. AVALON may engage in transactions in the
securities of LUMT from time to time on an agency or principal basis. Avalon,
or persons associated with it, may have positions in LUMT or trade in LUMT
securities, and may make further purchases or sales while AVALON is performing
under this agreement or thereafter.
2.4 LUMT shall be under no obligation to pay any fee or other monies
whatsoever to AVALON on account of this Agreement unless (a) the purchase of
the Offering contemplated by this Agreement has closed with INVESTORS and (b)
the purchase of the Offering has resulted from the introduction by AVALON to
LUMT of INVESTORS.
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3. THE FEE
3.1 In consideration of its services, AVALON shall be paid by LUMT a
cash sum equal to Six and One Half Percent (6.5%) of all funds raised upon the
closing of the transaction. The term "funds raised" shall include all funds
due to LUMT under the Agreement between LUMT and INVESTORS.
3.2 In addition to the cash fee in paragraph 3.1, AVALON shall be
granted common stock purchase warrants ("Warrants") in an amount equal to ten
percent (10%) of the warrants granted to INVESTORS. The Warrants shall be
granted to AVALON under the same terms and conditions as those Warrants
granted to INVESTORS.
3.3 The fee and Warrants due to AVALON shall be payable to AVALON
through an escrow account at closing at the same time as the funds are
released to LUMT and the stock certificates are released to INVESTORS.
3.4 Notwithstanding the closing of an Offering under this Agreement,
this Agreement will survive and continue to be in full force and effect
covering any subsequent transaction(s) that may close with INVESTORS within
the two-year period commencing on the closing date of the Offering.
4. OTHER
4.1 In the event of any dispute between LUMT and AVALON arising
under or pursuant to the terms of this Agreement, the same shall be settled
only by arbitration in the County of Palm Beach, State of Florida, in
accordance with the rules and regulations of the American Arbitration
Association. The determination of the arbitrators shall be final and binding
upon LUMT and AVALON and may be enforced in any court of appropriate
jurisdiction.
4.2 This Agreement shall be construed by and governed under the laws
of the State of Florida.
4.3 This Agreement contains the entire agreement between AVALON and
LUMT concerning the introduction of INVESTORS to LUMT and correctly sets forth
the rights and duties of each of the parties to each other. Any agreement or
representation concerning the subject matter of this Agreement or the duties
of AVALON to LUMT in relation thereto, not set forth in this Agreement, is
null and void.
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IN WITNESS WHEREOF, the parties have signed this Agreement on the
date first written above.
LUMINANT WORLDWIDE CORP.
by: /s/ Guillermo G. Marmol
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GUILLERMO G. MARMOL
Chairman and CEO
AVALON RESEARCH GROUP INC.
by: /s/ Ian Berkowitz
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IAN BERKOWITZ
General Counsel
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