SWARTZ
INSTITUTIONAL FINANCE
NEW MILLENIUM MEDIA INTERNATIONAL
LETTER OF AGREEMENT FOR A $2 MILLION PRIVATE PLACEMENT OF SECURITIES PURSUANT
TO REGULATION D
Company: New Millenium Media International, Inc. ("New Millenium")
Placement Dunwoody Brokerage Services, Inc. d/b/a Swartz Institutional
Agent: Finance ("Swartz").
Offering: $2 million of Equity Securities (the "Securities"). Swartz will
act as a non-exclusive Placement Agent for the equity offering
through the date of Settlement.
Securities The placement will be sold on a best efforts basis to qualified
Placement: institutional investors. Swartz agrees to introduce New
Millenium to institutional investors and strategic partners
which are qualified to purchase Private Placement Securities and
which have a pre-qualified interest in a potential investment
into New Millenium.
Placement Swartz shall act as a non-exclusive Placement Agent for a
Period: 120-day period beginning upon the date of execution of this
Agreement (the "Placement Period"). Swartz shall receive a
Placement Fee (as defined below) during the Placement Period.
Terms of Swartz will provide assistance and consult with New Millenium
Securities: in the agreed upon structure and terms of the Securities.
Placement Swartz shall provide complete legal documents and legal
Documents: services to prepare all documents required for the placement.
Escrow: Swartz shall provide escrow services through First Union
National Bank, Atlanta, Georgia.
Placement Fee: A dollar amount equal to 7% of the aggregate purchase price of
Securities placed, plus an expense re-allowance equal to 1% of
the aggregate purchase price of all Securities placed, which
covers all of Swartz's legal and brokerage expenses of
placement. In addition, a Warrant to purchase a number of shares
of common stock equal to 10% of the amount placed divided by the
5 day average closing bid price prior to closing, exercisable at
an exercise price equal to the 5 day average closing bid price
prior to closing.
<PAGE>
Non- Any potential investor who Swartz arranges to have discussions
Circumvention: with New Millenium whether or not such investor(s) participate
in the offering(s) contemplated by this Letter of Agreement
(collectively referred to as "Swartz Investors"), shall be
considered, for purposes of this Agreement, the property of
Swartz. In the event that New Millenium accepts an investment
from a Swartz Investor in a private placement for a period of 36
months from the date hereof, without the prior written approval
of Swartz, New Millenium agrees to pay to Swartz a fee as stated
above, at the time of closing. If a Swartz Investor is
introduced to New Millenium but fails to participate in the
Private Placement referenced herein, New Millenium agrees that
if it accepts an investment from such Investor within a period
of 12 months from the date hereof, New Millenium agrees to pay
to Swartz a fee as stated above at the time of accepting such
investment.
Warrants Warrants referenced herein shall have piggyback registration
Referenced rights, reset provisions, shall have anti-dilution provisions
in this following any reverse stock splits and shall have a 5-year term.
Agreement
DUNWOODY BROKERAGE SERVICES, INC. NEW MILLENIUM MEDIA INTERNATIONAL, INC.
By:________________________________ By:__________________________________
Robert Hopkins, President Print Name:__________________________
Date:______________________________ Title: ______________________________
Date: _______________________________
SWARTZ INSTITUTIONAL FINANCE
By: _______________________________
Eric Swartz, OSJ
Date: ___________________________________
