This agreement outlines services and fees for a service provider to procure investors for principals seeking $15 million for a hotel deal. The service provider will be paid an initial fee of $80,000 if an investor establishes a 60 day asset account, and an extension fee of $70,000 for each additional 60 day period. The fees will be paid into escrow. The agreement details non-disclosure of confidential sources, termination conditions, arbitration of disputes, and governing law.

1. Service Provider Fee Agreement
This Service Provider Fee Agreement ("Agreement") is made effective January 13th 2009
by and between Envoy Finance International,
Inc. a Delaware Corporation located at 206
East Delaware Ave. Newark, DE 19711 hereafter referred to as ("Principals") and Express
Capital, Inc. located at 637 Sego Lily Circle, North Salt Lake, Utah 84054 hereafter referred to
as ("Service Provider") outlining the services to be rendered and fees to be earned by Service
Provider pursuant to the terms contained herein, including Exhibit A and Exhibit B attached
hereto and made a part hereof.
RECITALS
WHEREAS, Principals are seeking investment funds and/or lending opportunities in connection
with a project known as the Envoy / eSuites Hotel deal ("Projecf').
WHEREAS, Service Provider is in the business of acting as an intermediary or middlemen in
finding, introducing and bringing individuals and/or entities together to transact business.
WHEREAS, in connection with Service Provider's business, Service Provider has knowledge of
certain confidential sources, including but not limited to associated companies, associated
persons, consultants, clients, customers, financial sources, investment sources, and the like
(hereinafter referred to individually and collectively as "Confidential Sources") which Service
Provider has acquired by the investment of time, expense and/or effort.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein
and for other good and valuable consideration, receipt and sufficiency of which are hereby
acknowledged, Principals and Service Provider hereby agree as follows:
AGREEMENT
1.
SERVICES. Principals hereby engage Service Provider as an exclusive agent to
procure potential investors and/or lenders ("Investor") to establish an asset account in the amount
of Fifteen Million Dollars ($15,000,000.00) in Bank. of America ("Deposit") for Sixty days
("Initial Term") and under certain conditions outlined in the Account Verification Instructions
("A Vl") attached hereto as Exhibit B. Principals acknowledge and agree that in addition to the
AVI, the Deposit may not be withdrawn, encumbered, pledged or collateralized in any shape or
form and doing so, or the attempt of doing so would be considered a breach of this Agreement
and will result in the immediate closure of the account and the forfeiture of any and all fees paid.
The Deposit may remain in the account for up to an additional Six (6) Sixty (60) day periods
upon payment of the Extension Fee as provided for in Paragraphs 2 and 3 of this Agreement.
Each additional Sixty (60) day period shall hereinafter be referred to as an "Additional Term".
2.
COMPENSATION. In exchange for procuring the Investor to make the Deposit for
the Initial Term as set forth in Paragraph 1 above, the Principals shall pay the Service Provider a
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2. fee of Eighty Thousand Dollars ($80,000.00) ("Initial Fee"). If the Principals do not wish to
extend beyond the Initial Term, Principals are obligated only to pay the Initial Fee. In the event
the Principals desire to extend the Initial Term and/or any other Additional Term, the Principal
shall pay an extension fee of Seventy Thousand Dollars ($70,000.00) (the "Extension Fee") for
each Additional Term in accordance with the provisions of Paragraph 3 below.
3.
PAYMENT. The Parties agree that the Initial Fee shall be fully earned, due and
payable to the Service Provider, upon the (1) the execution of the Irrevocable Escrow
Instructions attached hereto as Exhibit A and incorporated herein by this reference, and (2) the
Investor establishing the asset account in accordance with Paragraph I above. The Initial Fee
shall be deposited with American United Title & Escrow located at 2637 W. Horizon Ridge
Parkway Suite 120 Henderson, NV 89052 ("Escrow Holder") within 24 hours of executing the
Irrevocable Escrow Instructions. Should the Principal desire to extend the Initial Term and/or
any Additional Term in accordance with Paragraph 1 above, the Principals shall deposit the
Extension Fee(s) with the Escrow Holder at least seven (7) business days prior to the end of the
then current term. The Parties agree that any Extension Fee(s) shall be fully earned, due and
payable to the Service Provider upon confirmation from the Investor of the agreed upon
extension period(s). The Initial Fee and/or Extension Fee(s) shall be immediately disbursed to
the Service Provider and/or its designees by the Escrow Holder upon written confirmation of the
Deposit by Investor for the Initial Term and/or extension period.
4.
AGREEMENT DURATION. This Agreement shall terminate upon the expiration of
the Initial Term or any extension period, except for Section 7 below which shall remain in effect
for Five (5) years following the Effective Date.
5.
SUB AGENCY. In the event that the Service Provider engages any other third party
to provide the services hereunder and such third party requires compensation ("Service Provider
Third Party"), Service Provider shall be solely and exclusively responsible to negotiate and pay
any such compensation. Service Provider agrees to indemnify, defend and hold harmless
Principals from and against any and all claims, damages, liability, causes of action, fees
(including attorneys' fees), costs and penalties ("Claims") arising out of Claims by any Service
Provider Third Party. In the event that the Principals deem it necessary to use additional brokers
or any other third party and such third party requires compensation ("Principal's Third Party"),
Principals shall be solely and exclusively responsible to negotiate and pay any such
compensation. Principals agree to indemnify, defend and hold harmless Service Provider from
and against any and all claims, damages, liability, causes of action, fees (including attorney's
fees), costs and penalties ("Claims") arising out of Claims by any Principals Third Party.
6.
NON-DISCLOSURE & NON-CIRCUMVENTION.
The Parties agree that as a
direct result of the services contemplated by this Agreement, Principals may directly or indirectly
learn from Service Provider, the identity (including but not limited to names, telephone numbers,
and contact information) of Service Provider's principals, associates, employees, affiliates,
investors, lenders, brokers, banks, lending corporations, individuals, entities, and/or trusts
(hereinafter "Confidential Sources"). Principals do hereby acknowledge, accept and agree that
the identities of the Confidential Sources are valuable property, which is and shall remain the
exclusive, proprietary and valuable assets of Service Provider and no license or other rights in
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3. such Confidential Sources are granted hereby. Principals, including but not limited to, their
associates, partners, subsidiaries, divisions, employees, principals, agents, heirs, assignees,
designees and consultants expressly agree to use the Confidential Sources for the purposes of this
Agreement only, to maintain the confidence of the Confidential Sources strictly confidential, and
to prevent the unauthorized dissemination of the Confidential Sources to any third party.
Principals, including but not limited to, their associates, partners, subsidiaries, divisions,
employees, principals, agents, heirs, assignees, designees and consultants, further expressly agree
not to contact, deal with, do business with, communicate, negotiate or participate in any other
transactions with such Confidential Sources without the express written consent of Service
Provider, excepting such Confidential Sources known and documented to be known by the
Principals prior to the Effective Date of this Agreement or such Confidential Sources who
contact Principals without solicitation from Principals, their associates, partners, subsidiaries,
divisions, employees, principals, agents, heirs, assignees, designees and consultants. Such
confidentiality shall include but not be limited to, any names, associations, addresses, telephone,
telex, facsimile numbers, e-mail, url's, methods or processes and/or any other pertinent
information about the Confidential Sources disclosed or revealed to Principals. This undertaking
to keep the Confidential Sources confidential will survive the termination of this agreement.
7.
TERMINATION. This Agreement shall terminate at the expiration of the Initial Term
or any extension thereof as provided in Paragraph I above, excepting the provisions of Paragraph
7 or any other provisions intended to survive such termination. Neither party shall have the right
to terminate this Agreement before the expiration of the Initial Term absent breach by the other
party of this Agreement or any agreement referenced herein.
8.
AUTHORITY. Principals, hereby, warrant that the individual person signing this
Agreement is an officer who is authorized to properly evaluate and enter into this Agreement.
9.
NON-DISCLOSURE. It is hereby understood and agreed that Principals will not
without written permission from Service Provider reveal willingly or unwillingly any or all
information regarding commissions or fees paid to Service Provider, except for tax or legal
purposes.
10.
USE OF DEPOSIT.
The Principals hereby relieve and hold harmless, Service
Provider, including but not limited to, its associates, partners, subsidiaries, divisions, employees,
principals, agents, heirs, assignees, designees, attorneys and consultants and the Investor( s) from
any and all loss, liability, damage, or expense, including attorney's fees and costs, arising out of
any claims, demands, causes of action, or other loss, liability, or responsibility relating to
Provider's use of the Deposit. Additionally, Service Provider and the Investor(s) shall not be held
responsible with regard to the legalities of the terms of the transaction that the Principal enters
into using the Deposit. Principals hereby acknowledge that Service Provider and the Investor(s)
are not agents, affiliates, partners, or joint venturers of Principals and have not or will not in any
way represent, recommend, solicit, advise, or endorse the Principals regarding any proposed
transaction involving the use of the Deposit contemplated by or entered into by the Principals
and any other third parties. Service Provider's and the Investor(s)' only responsibility is to place
money in an account on behalf of the Principals for the predetermined amount of time. The
Principal acknowledges that all required due diligence regarding the contemplated transaction
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4. involving the use of the Deposit between Principals and other third parties are the Principal's
responsibility.
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11. NO SALE OF SECURITIES.
The Parties acknowledge that the transactions
contemplated by this Agreement do not include the selling, purchasing, offering or fmding of
securities of any kind. Principals further acknowledge that Service Provider is not in the
business of offering, selling, finding or otherwise acting as brokers, dealers or finders for any
securities or to act as negotiators, therefore to the extent they are required to be licensed as
securities brokers under applicable federal and state laws.
12.
BREACH. The Parties herby acknowledge that any breach or attempted breach of
this Agreement will cause irreparable harm and significant injury that may be difficult to
ascertain and for which other remedies at law would be inadequate and that the Service Provider
shall be entitled to injunctive relief with respect to the same. As such, the Service Provider shall
have the right to seek injunctive or other 'equitable relief as may be necessary or appropriate to
prevent any use or disclosure of the Confidential Sources in violation of this Agreement, and the
Service Provider may also exercise such other rights and remedies as the Service Provider may
have at law or in equity. Principals shall be liable to the Service Provider for the disclosure of
the Confidential Sources by the Principals, their employees, agents, representatives, and
independent contractors.
13. AMENDMENT.
This Agreement
writing signed by the parties hereto.
may not be altered or modified except by a
14. ARBiTRATION.
Any controversy between the parties involving the construction
and application of any of the terms, covenants or conditions of this Agreement, shall be
submitted to final, binding and non-appealable arbitration on the request of any party.
15. ATTORNEYS' FEES. In the event of any dispute between the parties regarding any
aspect of this, Agreement, the prevailing party in such dispute shall be entitled to recover from
the non-prevailing party, the prevailing party's reasonable costs in connection therewith
including, without limitation, reasonable attorneys' fees, through final disposition of the matter,
including final appeal.
16. POST JUDGMENT FEES AND COSTS. Any party who is awarded attorneys' fees
and costs under the terms of this Agreement shall also be entitled to additional attorneys' fees
and costs incurred in enforcement of any judgment. This clause is intended to survive any
judgment rendered on this Agreement and is not to be deemed merged into any such judgment.
17.
COUNTERPART COPIES. This Agreement may be signed in counterpart or
duplicate copies, and any signed counterpart or duplicate copy shall be equivalent to a signed
original for all purposes.
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5. 18. ENTIRE AGREEMENT. This Agreement contains all representations and the entire
understanding and agreement between the parties. Correspondence, memoranda, and oral or
written agreements that originated before the date of this Agreement are replaced in total by this
Agreement unless otherwise expressly stated in this Agreement.
19.
essence.
TIME OF THE ESSENCE.
All times and dates in this Agreement
are of the
20.
GOVERNING LAW AND VENUE. This Agreement shall be governed by and
construed in accordance with the laws of the State of Utah that would apply if all parties were
residents of Utah and this Agreement was made and performed in Utah. Venue for all
proceedings relating in any way to this Agreement shall be in the Third District Court, Salt Lake
County, Utah.
21.
HEADINGS. The titles and headings of the various sections of this Agreement are
intended solely for convenience of reference and are not intended to explain, modify or place any
construction on any provisions of this Agreement.
22.
NO WAIVER. The failure of any party to insist on the strict performance of any
covenant or duty required by this Agreement, or to pursue any remedy under this Agreement,
shall not constitute a waiver of the breach or the remedy.
23.
SEVERABILITY.
If any part of this Agreement is determined to be illegal or
unenforceable, all other parts shall remain in effect.
24.
SUCCESSORS AND ASSIGNS. This Agreement and all of its provisions shall be
binding on and inure to the benefit of the successors, heirs and assigns of the parties hereto.
25.
ASSIGNMENT. Neither party may assign any of its rights or obligations hereunder
without the prior written consent of the other party; provided, however, Principals may assign
their rights and obligations to any affiliate, subsidiary or designated agent.
26.
FURTHER ASSISTANCE.
The parties agree to further assist one another by
executing any additional documents or instruments reasonably required to effect the transactions
contemplated herein.
27.
INDEPENDENT TAX AND LEGAL COUNSEL. All parties acknowledge that
they have been urged to seek independent tax and legal counsel with respect to the meaning and
effect of this Agreement.
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6. IN WITNESS WHEREOF, the parties hereto have signed this Agreement effective as of the date
set forth above.
DATED this
13th
day of __ Ja_"_u_a_rv
__
-" 2009.
PRINCIPALS:
Will G. Woodard
President and CEO
Envoy Finance International, Inc.
PROVIDER:
Express Capital, Ine
~/E=?~
Michael Ricks
President
Express Capital, Inc.
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7. EXHIBIT A
Irrevocable Escrow Instructions
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8. ExhibitB
Account Verification Instructions
Any deviation from these procedures will result in immediate termination and closure of the
account with no claim to any fees paid for services.
1. Any verbal, written, or electronic verification of the balance or account information must be
first called in through the broker. Once the broker understands what and how the verification
needs to be done, he will place a call to the personal banker to get clearance.
2. Once clearance has been issued by the banker, the broker will contact the client and instruct
exactly how to verify the account. Any deviation from this process will result in termination of
the account.
3. The client can then fax, or call the banker to verify said funds in the account.
4. Once verification is complete, the client must end or cease communication with the banker,
and cannot for any reason reinitiate communication to the banker unless the entire above
procedure is followed again.
5. Any attempt to order ATM cards, credit cards, call the Bank Customer Service Number to
verify the balance, change of address, gain access to a signature card, or walk into a branch and
perform any type of inquiry on the account including deposits and withdrawals will result in
immediate termination of the account.
6. If any 3rd party is trying to verify any information with the bank and does not follow these
procedures the account will be terminated immediately and no fees paid for services will be
returned.
7. Any unauthorized calls without consent of the broker to the banker, bank, or customer
service will be grounds for termination of the account. All calls are monitored and recorded
including call tracking with caller ID.
8. Verification will be limited to 5 verifications in a 30 day period.
9. Once the account is closed no further verifications will be allowed.
I understand and agree to these terms in reference to my asset account. If I violate any of these
terms I understand that I will hold harmless Service Provider or Investor for any loss in fees paid
already.
.
J, '",
SIgned: )'oJ
Print Name:
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WILL G. WOODARD
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Date:
__ JA_N_U_A_R_Y_1_3_, 2_0_0_9__
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