Validian Corp fka VLDI

[Surwin]

Bruce's Company was Capital House (CH) that came into Sochrys which latter changed its name to Validian. This is from the December 9th 1999 10sb12g filing:

2. CONSULTATIVE SERVICES

The Company hereby engages CH as the Company' financial advisor ("Financial Advisor") with respect to a proposed Financing on a private placement basis or Transaction. CH shall provide such consultative services in respect of any Financing or Transaction as may reasonably be required by the Company but, it is expressly understood and agreed, that the acceptance of the terms of any Financing or Transaction shall be within the sole discretion and control of the Company.

3. FEES & EXPENSES

As compensation for providing the services described hereunder, the Company agrees to pay CH:

3.1 A Retainer Fee of $5,000 U.S. per month, payable quarterly in advance on the first day of each calendar quarter during the term hereof provided that the Retainer Fees payable in respect of the current quarter shall be deemed to be $7,500 in total and shall be paid upon the execution thereof;

3.2 All reasonable out-of-pocket expenses incurred by CH from time to time pursuant to the performance of its services hereunder, provided that the Company shall not be liable for expenditures in excess of $5,000 U.S. per calendar quarter unless the Company has approved the expenditures in excess of that amount prior to their being incurred by CH;

3.3 A cash success fee (the "Success Fee") of 5% of each Financing payable at the closing of each Financing directly to CH out of the proceeds of the Financing;

3.4 The Company agrees to pay CH a transaction fee (the "Transaction Fee") as a percentage of the Consideration of any Transaction equal to:

(i) 1.5% of up to and including $50 million of Consideration;

(ii) 1.25% of Consideration between $50 million and $100 million;

(iii) 1.0% of Consideration in excess of $100 million.

3.5 If a Transaction is not consummated, but instead the Company acquires any subsidiary, business segment or operation, division, assets or securities of the Target, not constituting a Transaction as set forth above, or the Target acquires any subsidiary, business segment or operation, division, assets or securities of the Company (an "Alternate Transaction"), a cash fee calculated in accordance with the fee schedule set forth in subparagraphs 3.4.

3.6 Warrants for 390,000 shares of Common Stock of the Company at an exercise price of $3.00 per share and with provisions for cashless exercise. The issuance and exercise of the warrants are to be pursuant to Regulation S as promulgated under the Securities Act of 1933.

3.7 If the Company requests CH to assist in arranging a transaction or perform investment banking services that are not otherwise covered by the provisions of this Agreement and CH agrees to assist in arranging such transaction or perform such investment banking services, the Company agrees to pay CH mutually acceptable compensation taking into account, among other things, the results obtained and the custom and practice among investment bankers acting in similar transactions.

Notwithstanding the foregoing, the Retainer Fees and the Warrants shall be deemed to be earned upon receipt by CH but no Success Fee or Transaction Fee shall be payable to CH unless and until: (a) the proceeds of the Financing are payable to or by the Company; or (b) the Consideration for any Transaction is payable to or by the Company or its shareholders.

The term of this Agreement shall commence on the date hereof and end twenty four (24) months thereafter. Notwithstanding the foregoing, either party may terminate this Agreement at any time prior to the end of the twenty four month period by giving the other party at least thirty (30) days prior written notice of such termination, at which time the Company shall pay to CH all fees earned and all reasonable expenses incurred to the date of such termination, subject to and in accordance with paragraphs 3 and 5 hereof, respectively. Upon termination of this Agreement, any periodic Retainer payments payable following termination will cease to be payable to CH. The Company agrees to pay CH any fees specified in paragraph 3 if the events specified therein shall occur during the term of this Agreement or if any source of financing is identified during the term of this Agreement but a Financing or Transaction is consummated within 12 months after the termination or expiration of this Agreement. Any obligation pursuant to paragraph 3 shall survive the termination or expiration of this Agreement. This Agreement may be renewed upon mutual written agreement of CH and the Company.