bancroftsb2ex10-6.htm


    
      

      

    

    Exhibit
      10.6

     

    EXCLUSIVE
      FINDER'S AGREEMENT

    


    This
      Exclusive Finder's Agreement (this "Agreement") is made as of October 4,2007,
      between Bancroft Uranium, a Washington corporation (the "Company"), and Empire
      Financial Group, Inc., a Florida corporation (the "Exclusive Finder"). The
      Exclusive finder and the Company agree:

    


    
      	
               

            	
              1.

            	
              Engagement
                of Exclusive Finder:   The
                Company hereby
                engages the Exclusive Finder, and the Exclusive Finder hereby accepts
                such
                engagement, to act as the Company's Exclusive Finder with respect
                to sales
                by the Company in a private placement transaction (the "Offering")
                of up
                to $6 million aggregate principal amount of Equity, Equity-Related
                or Debt
                Securities (the "Securities") of the Company to the investors during
                the
                term of this Agreement as set forth in Section 5.
                

            


    

    


    
      	
               

            	
              2.

            	
              Offering
                Procedures:   The
                Exclusive
                Finder will introduce the Company to investors who the Exclusive
                Finder
                reasonably believes to be "accredited investors," as that term is
                defined
                in Rule 501 of Regulation D
                promulgated under the Securities Act of 1933, as amended (the
                "1933
                Act"), with whom the Exclusive Finder has a pre-existing substantive
                relationship (the "Offerees"). 

            


    

    


    
      	
               

            	
              3.

            	
              Exclusive
                Finder's Compensation:   In
                consideration
                for the services rendered by the Exclusive Finder hereunder, the
                Company
                shall pay to the Exclusive Finder, or cause the Exclusive Finder
                to be
                paid, compensation as provided in this section within 3 days of the
                Company's
                receipt of funds from the Offerees.


            


    

    


    
      	
               

            	
              (a)

            	
              Cash
                Compensation: The
                Company shall pay to the Exclusive Finder cash compensation equal
                to ten
                percent (10%) of the gross Offering funds received in the Offering.
                

            


    

    


    
      	
               

            	
              (b)

            	
              Warrants:
The
                Exclusive
                Finder shall receive ten percent (10%) warrant compensation. The
                warrant
                calculation translates to ten percent (10%) of the amount of sharers
                issued to Investors concurrent with this offering raised for either
                a
                Registered Offering, or Private Offering. The warrant's strike shall
                equal
                the strike, expiration and registration rights of any warrants sold
                to
                Offerees in the Offering, and if the Offering does not provide for
                the
                issuance of warrants, then the warrants issued to the Exclusive Finder
                shall have a strike price equal to the Offering price of any Equity
                or
                Equity-Related Securities sold, have a three-year term and cashless
                exercise after one year if the underlying shares are not then registered.
                The warrant shares shall be subject to equitable adjustment for stock
                splits, stock dividends and similar events. The warrant shares shall
                have
                "piggyback" registration rights in any Private Offering, and will
                be
                backed by registered shares for any Registered Offering. Empire Financial
                Group, Inc is to he paid the previously agreed compensation upon
                any
                warrant exercise. 

            


    

     

     

     

    
      
        
        

      

      
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          1

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              (c)

            	
              If,
                at any time prior to one year following the end of the Offering (the
                "Term") the Company directly or indirectly sells, in a private
                transaction, any type of security to an investor with whom negotiations
                were initiated by the Exclusive Finder during the Term, the Company
                shall
                pay the Exclusive Finder the compensation to which it would be entitled
                under paragraph 3 if the transaction had occurred during the Term.
                

            


    

    


    
      	
               

            	
              4.

            	
              For
                purposes of determining the Exclusive Finder's compensation under
                this
                Section 3, the gross
                offering funds received in the Offering(s) shall include any amounts
                paid
                to the Company by investors in respect to an exercise or conversion
                of any
                of the Securities or Warrants, including the value allocated to any
                securities not issued pursuant to a "cashless exercise" or similar
                provision, whenever actually received by the Company.
                

            


    

    


    Certain
      Matters Relating to
      Exclusive Finder's Duties:

    


    
      	
               

            	
              (a)

            	
              The
                Exclusive Finder's responsibilities shall be limited to introducing
                potential investors to the Company, and the Exclusive Finder shall
                not
                have authority to offer or sell the Securities to any potential investor.
                Exclusive Finder shall not use any general solicitation or general
                advertising within the meaning of the applicable securities laws
                in
                connection with any offering. The Exclusive Finder shall have no
                responsibility to participate or assist in any negotiations between
                any
                potential investor and the Company. The Exclusive Finder will have
                no
                responsibility to act, and the parties contemplate that the Exclusive
                Finder will not act, as a broker or dealer with respect to the offer
                or
                sale of the Securities. Further, the Exclusive Finder shall have
                no
                responsibility for fulfilling any SEC reporting or filing requirements
                as
                relates to the Company provided however, Exclusive Finder agrees
                to
                provide Company with reasonable assistance related to any registration,
                qualification or other requirements of applicable securities laws
                and
                other regulatory matters, upon request of the Company.
                

            


    

    


    
      	
               

            	
              (b)

            	
              The
                Exclusive Finder agrees to introduce the Company to Offerees only
                in
                states in which the Exclusive Finder has been advised by the Company
                that
                offers and sales of Securities can be legally made by the Company.
                

            


    

     

     

     

    
      
        
        

      

      
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          2

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              (c)

            	
              The
                Exclusive Finder shall perform its duties under this Agreement in
                a manner
                consistent with the instructions of the Company. Such performance
                shall
                include, but not be limited to, the delivery to each Offeree a current
                copy of the Private Placement Memorandum, Subscription Agreement
                and any
                Offering Questionnaire and/or similar documents provided to the Exclusive
                Finder by the Company, as such documents may be amended from time
                to time
                by the Company and delivered to the Exclusive Finder. The Exclusive
                Finder
                shall consecutively number each copy of the Private Placement Memorandum
                (which will include the first letter of the Exclusive Finder's name
                or
                other identifying mark sufficient to designate an Offeree introduced
                by
                the Exclusive Finder); keep a log of when and to whom each copy of
                the
                Private Placement Memorandum is given, with the Private Placement
                Memorandum numbers; maintain a copy of any written information the
                Exclusive Finder obtains regarding the suitability of each Offeree;
                and
                only use the Private Placement Memorandum in introducing Offerees
                to the
                Company. The Exclusive Finder shall provide this log and all such
                written
                information to the Company at any time and promptly upon request
                of the
                Company at the termination of this Agreement. The Company shall,
                promptly
                following execution of this Agreement, provide the Exclusive Finder
                with a
                written list of prospective Offerees that the Company does not want
                the
                Exclusive Finder to contact. The Exclusive Finder agrees to not contact
                the persons on such list, and the Exclusive Finder shall not be entitled
                to the compensation set forth in Section 3 with respect
                to any
                investment made by such person in the Company's Securities.
                

            


    

    


    
      	
               

            	
              (d)

            	
              The
                Exclusive Finder is and will hereafter act as an independent contractor
                and not as an employee of the Company and nothing in this Agreement
                shall
                be interpreted or construed to create any employment, partnership,
                joint
                venture, or other relationship between the Exclusive Finder and the
                Company. The Exclusive Finder will not hold itself out as having,
                and will
                not state to any person that the Exclusive Finder has, any relationship
                with the Company other than as an independent
                contractor.
                The Exclusive Finder shall have no right or power to find or create
                any
                liability or obligation for or in the name of the Company or to sign
                any
                documents on behalf of the Company.


            


    

    


    
      	
               

            	
              5.

            	
              Right
                of First Refusal:   In
consideration
                for the
                Finder acting as the finder in connection with the proposed offering,
                the
                Company hereby grants the Finder a right of first refusal to serve
                as the
                Company's exclusive financial advisor and investment
                banker in
                connection with any financial transaction for a period of 1 year from
                the closing of
                the transaction. In the event the company advises the Finder that
                it
                desires to effect any financial transaction, the Company and the
                Finder
                will negotiate in good faith the terms of the Finder's engagement
                in a
                separate agreement which would set forth, among other matters,
                compensation for the Finder based upon customary fees for the services
                provided. 

            


    

    


     

    
      
        
        

      

      
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              6.

            	
              Termination
                of Agreement:   Either
                party may
                terminate this Agreement by notifying the other party in writing
                upon a
                material breach by that other party, unless such breach is curable
                and is
                in fact cured within 15 days after such notice. This Agreement will
                otherwise terminate upon completion or termination of the Offering.
                The
                Company may terminate this Agreement following ninety (90) days after
                the
                date hereof upon written notice. Notwithstanding the foregoing, all
                provisions of this Agreement other than section 1, 2 and 3 shall
                survive the
                termination of this Agreement with respect to Offerees who the Exclusive
                Finder introduces to the Company prior to any termination with respect
                to
                the Offering. The Exclusive Finder shall be entitled to compensation
                under
                section 3 based on investments made by such Offerees prior to the
                termination of this Agreement or at any time within one year thereafter.
                

            


    

    


    
      	
               

            	
              7.

            	
              Indemnification: 
                 The Company
                and the Exclusive Finder each shall indemnify and defend the other
                and the
                other's affiliates, directors, officers, employees, agents, consultants,
                attorneys, accountants and other representatives (each an --Indemnified
                Person") and shall hold each Indemnified Person harmless, to the
                fullest
                extent permitted by law, from and against any and all claims, liabilities,
                losses, damages and expenses (including reasonable attorney's fees
                and
                costs), as they are incurred, in connection with the Offering, resulting
                from the indemnifying party's negligence, bad faith or willful misconduct
                in connection with the Offering, any violation by the indemnifying
                party
                (not caused by an Indemnified Person) of Federal or state securities
                laws
                in connection with the Offering, or any breach by the indemnifying
                party
                of this Agreement. In case any litigation or proceeding shall be
                brought
                against any Indemnified Person under this section, the indemnifying
                party
                shall be entitled to assume the defense of such litigation or proceeding
                with counsel of the indemnifying party's choice at its expense (in
                which
                case the indemnifying party shall not be responsible for the fees
                and
                expenses of any separate counsel retained by such Indemnified Person,
                except in the limited circumstances described below in this section);
                provided, however, that such counsel shall be reasonably satisfactory
                to
                the Indemnified Person. Notwithstanding the indemnifying party's
                election
                to assume the defense of such litigation or proceeding (a) such
                Indemnified Person shall have the right to employ separate counsel
                and to
                participate in the defense of such litigation or proceeding, and
(b) the indemnifying
                party
                shall bear the reasonable fees, costs and expenses
                of
                separate counsel if (but only if) the use of counsel selected by
                the
                indemnifying party to represent such Indemnified Person would present
                such
                counsel with a conflict of interest under applicable laws or rules
                of
                professional conduct. 

            


    

    


     

    
      
        
        

      

      
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              8.

            	
              Confidentiality
                of Offeree Information: The Company acknowledges that the
                identity of the Offerees, and all confidential information about
                Offerees
                received by the Company from an Offeree or the Exclusive Finder,
                is
                confidential information of the Exclusive Finder and may not be shared
                with any other person without the consent of the Exclusive Finder.
                

            


    

    


    
      	
               

            	
              9.

            	
              Notices: 
 Any
                notice,
                consent, authorization or other communication to be given hereunder
                shall
                be in writing and shall be deemed duly given and received when delivered
                personally, when transmitted by fax, three days after being mailed
                by
                first class mail, or one day after being sent by a nationally recognized
                overnight delivery service, charges and postage prepaid, properly
                addressed to the party to receive such notice, at the following address
                or
                fax number for such party (or at such other address or fax number
                as shall
                hereafter be specified by such party by like notice):
                

            


    

    


    
      	
               

            	
              (a)

            	
              If
                to the Company, to:
                

            


    

    


    P.
      Leslie
      Hammond

    Chief
      Executive Officer

    8655
      EAST
      VIA DE VENTURA, SUITE
      G200

    SCOTTSDALE
      AZ 85258

    Phone:
      480-346- 1460

    


    
      	
               

            	
              (b)

            	
              If
                to the Exclusive Finder,
                to: 

            


    

    


    Michael
      R. Jacks

    Managing
      Director

    150
      California Street, 21st
      Floor

    San
      Francisco, CA 941 11

    
      	
               

            	
              Phone:

            	
              (415)
                956-4252 

            


    

    
      
        	
              	
                
                  Fax

                

              	
                
                  
                  
(415)
                  956-41 92 

              


      

    

    
      	
               

            	
              E-Mail:

            	
              mjacks@empirenow.com
                

            


    

    


    
      	
               

            	
              10.

            	
              Company
                to Control Transactions:  The
                prices, terms
                and conditions under which the Company shall offer or sell any Securities
                shall be determined by the Company in its sole discretion. The Company
                shall have the authority to control all discussions
                and
                negotiations regarding any proposed or actual offering or sale of
                Securities. Nothing in this Agreement shall obligate the Company
                to
                actually offer or sell any Securities or consummate any transaction.
                The
                Company may terminate any negotiations or discussions at any time
                and
                reserves the right not to proceed with any offering or sale of Securities.
                Compensation pursuant to this Agreement shall only be paid to the
                Exclusive Finder in the event of an actual Closing of the Offering
                to an
                Offeree introduced by Exclusive Finder.


            


    

     

     

    
 

    
      
        
        

      

      
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              11.

            	
              Confidentiality
                of Company Information:   The
                Exclusive
                Finder, and its officers, directors, employees and agents shall maintain
                in strict confidence and not copy, disclose or transfer to any other
                party
                (1) all confidential business and financial information regarding
                the
                Company and its affiliates, including without limitation, projections,
                business plans, marketing plans, product development plans, pricing,
                costs, customer, vendor and supplier lists and identification, channels
                of
                distribution, and terms of identification of proposed or actual contracts
                and (2) all confidential technology of the Company. In furtherance
                of the
                foregoing, the Exclusive Finder agrees that it shall not transfer,
                transmit, distribute, download or communicate, in any electronic,
                digitized or other form or media, any of the confidential technology
                of
                the Company. The foregoing is not intended to preclude the Exclusive
                Finder from utilizing, subject to the terms and conditions of this
                Agreement, the Private Placement Memorandum and/or other documents
                prepared or approved by the Company for use in the Offering.
                

            


    

    


    All
      communications regarding any possible transactions, requests for due diligence
      or other information, requests for facility tours, product demonstrations or
      management meetings, will be submitted or directed to the Company, and the
      Exclusive Finder shall not contact any employees, customers, suppliers or
      contractors of the Company or its affiliates without express permission. Nothing
      in this Agreement shall constitute a grant of authority to the Exclusive Finder
      or any representatives thereof to remove, examine or copy any particular
      document or types of information regarding the Company, and the Company shall
      retain control over the particular documents or items to be provided, examined
      or copied. If the Offering is not consummated, or if at any time the Company
      so
      requests, the Exclusive Finder and its representatives will return to the
      Company all copies of information regarding the Company in their
      possession.

    


    The
      provisions of this Section shall survive any termination of this
      Agreement

    


    
      	
               

            	
              12.

            	
              Press
                Releases, Etc:   The
                Company shall
                control all press releases or announcements to the public, the media
                or
                the industry regarding any offering, placement, transaction or business
                relationship involving the Company or its affiliates. Except for
                communication to Offerees in furtherance of this Agreement and the provision
                of
                the Private Placement Memorandum, the Exclusive Finder will not disclose
                the fact that discussions or negotiations are taking place concerning
                a
                possible transaction involving the Company, or the status or terms
                and
                conditions thereof. Notwithstanding the foregoing, the Company agrees
                to
                issue a press release prior to the opening of the market on the business
                day following the Company's receipt of executed agreenients binding
                Offerees to purchase Securities in at least the amount of the minimum
                Offering (if there is any such minimum) setting forth the material
                terms
                of the Offering. 

            


    

    


     

    
      
        
        

      

      
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              13.

            	
              Due
                Diligence:   Neither
                the
                Company, nor any of its directors, officers or shareholders, should,
                in
                any way rely on the Exclusive Finder to perform any due diligence
                with
                respect to the Company. It is expressly understood and agreed that
                to the
                extent due diligence is conducted; it will be conducted by the investors.
                

            


    

    


    
      	
               

            	
              14.

            	
              Expenses,
                Etc:   The
                compensation
                described in Section 3 of this Agreement shall be the Exclusive Finder's
                sole compensation for all of its services and efforts to the Company
                and
                its affiliates, in connection with any offering or placement of
                Securities. However, while the Exclusive Finder shall pay all of
                its own
                costs and expenses exceeding ten thousand ($10,000) in carrying out
                its
                activities hereunder; the Company will reimburse the Exclusive Finder
                for
                the first $10,000 of aforementioned expenses after they have been
                incurred
                by the Exclusive Finder, and an itemized accounting has been provided
                to
                the Company. The Company further agrees to reimburse for legal expenses
                not to exceed $25,000. The Exclusive Finder shall be exclusively
                responsible for any compensation, fees, commissions or payments of
                its
                employees, agents representatives, co-Exclusive Finders or other
                persons
                or entities utilized by it in connection with its activities on behalf
                of
                the Company, and the Exclusive Finder will indemnify and hold harmless
                the
                Company and its affiliates from the claims of any such persons or
                entities. 

            


    

    


    
      	
               

            	
              15.

            	
              Compliance
                with Laws:   The
                Exclusive
                Finder represents and warrants that it is a duly registered brokerldealer
                and in good standing with the SEC, NASD and the State of California
                and
                has and shall maintain such registrations as well as all other necessary
                licenses and permits to conduct its activities under this Agreement,
                which
                it shall conduct in compliance with applicable federal and state
                laws
                relating to a private placement under Regulation D of the 1933 Act.
                The
                Exclusive Finder represents that it is not a party to any other agreement,
                which would conflict with or interfere with the terms and conditions
                of
                this Agreement. 

            


    

    


    
      	
               

            	
              16.

            	
              Assignment
                Prohibited:   No
                assignment of this Agreement
                shall be made without the prior written consent of the other
                party.

            


    

     

     

    
      
        
        

      

      
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              17.

            	
              Amendments: 
                 Neither
                party may
                amend this Agreement or rescind any of its existing provisions without
                the
                prior written consent of the other party.


            


    

    


    
      	
               

            	
              18.

            	
              Governing
                Law:   This
                Agreement
                shall be deemed to have been made in the State of California and
                shall be
                construed, and the rights and liabilities determined, in accordance
                with
                the law of the State of California, without regard to the conflicts
                of
                laws rules of such jurisdiction. 

            


    

    


    
      	
               

            	
              19.

            	
              Waiver: 
                 Neither
                Exclusive Finder's nor the Company's failure to insist at any time
                upon
                strict compliance with this Agreement or any of its terms nor any
                continued course of such conduct on their part shall constitute or
                be
                considered a waiver by Exclusive Finder or the Company of any of
                their
                respective rights or privileges under this Agreement.
                

            


    

    


    
      	
               

            	
              20.

            	
              Severability: If
                any provision herein is or should become inconsistent with any present
                or
                future law, rule or regulation of any sovereign government or regulatory
                body having jurisdiction over the subject matter of this Agreement,
                such
                provision shall be deemed to be rescinded or modified in accordance
                with
                such law, rule or regulation. In all other respects, this Agreement
                shall
                continue to remain in full force and effect.


            


    

    


    
      	
               

            	
              21.

            	
              Counterparts: This
                Agreement may be executed in one or more counterparts, each of which
                shall
                be deemed an original, and will become effective and binding upon
                the
                parties at such time as all of the signatories hereto have signed
                a
                counterpart of this Agreement. All counterparts so executed shall
                constitute one Agreement binding on all of the parties hereto,
                notwithstanding that all of the parties are not signatory to the
                same
                counterpart. Each of the parties hereto shall sign a sufficient number
                of
                counterparts so that each party will receive a fully executed original
                of
                this Agreement. 

            


    

    


    
      	
               

            	
              22.

            	
              Entire
                Agreement:  This
                Agreement and all other agreements and documents referred herein
                constitutes the entire agreement between the Company and the Exclusive
                Finder. No other agreements, covenants, representations or warranties,
                express or implied, oral or written, have been made by any party
                hereto to
                any other party concerning the subject matter hereof. All prior and
                contemporaneous conversations, negotiations, possible and alleged
                agreements, representations, covenants and warranties concerning
                the
                subject matter hereof are merged herein. This is an integrated Agreement.
                

            


    

    


     

    
      
        
        

      

      
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              23.

            	
              Arbitration:  The
                parties agree
                that this Agreement and all controversies which may arise between
                the
                Exclusive Finder and the Company, whether occurring prior, on or
                subsequent to the date of this Agreement, wili be determined by arbitration.
                The
                parties understand that: 

            


    

    


    
      	
               

            	
              (a)

            	
              Arbitration
                is final and binding on the parties.


            


    

    


    
      	
               

            	
              (b)

            	
              The
                parties are waiving their right to seek remedies in court, including
                the
                right to a jury trial. 

            


    

    


    
      	
               

            	
              (c)

            	
              Pre-arbitration
                discovery is generally more limited than and different from court
                proceedings. 

            


    

    


    
      	
               

            	
              (d)

            	
              The
                arbitrators' award is not required to include factual findings or
                legal
                reasoning and any party's right to appeal or to seek modification
                or d i n
                g s by the arbitrators is strictly limited.


            


    

    


    
      	
               

            	
              (e)

            	
              The
                panel of arbitrators will
                typically include a minority of arbitrators who were or are affiliated
                with the securities
                industry.

            


    

     

     

     

     

     

     

     

    
 

    
      
        
        

      

      
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    The
      parties agree that any
      arbitration under this Agreement will be held at the facilities of and before
      an
      Arbitration Panel appointed by the National Association of Securities Dealers,
      Inc. ("NASD"), or if the NASD refuses to accept jurisdiction, then before
      JAMSJENDISPUTE in San Francisco, California. The award of the arbitrators,
      or of
      the majority of them, will be final, and judgments upon the award may be entered
      in any court, state or federal, having jurisdiction. The parties hereby submit
      themselves and their personal representatives to the jurisdiction of any state
      or federal court for the purpose of such arbitration and entering such
      judgment.

    


    Any
      forbearance to enforce an agreement to arbitrate will not constitute a waiver
      of
      any rights under this Agreement except to the extent stated herein.

    


    THIS
      AGREEMENT IS GOVERNED BY A
      PRE-DISPUTE ARBITRATION CLAUSE CONTAINED IN PARAGRAPH 23 OF THIS
      AGREEMENT

    


    


    Empire
      Financial Group, Inc.
(the "Finder")

    


    


    


    By:  /s/
      Michael R.
      Jacks

    Michael
      R. Jacks

    Title:
      Managing Director

    


    


    


    Bancroft
      Uranium (the
      "Company")

    


    


    


    By:  /s/
P.
      Leslie
      Hammond

    P.
Leslie
      Hammond

    Title:
      Chief Executive Officer

     

     

     

     

     

     

     

     

     

     

     

     

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