Form of Merger, Acquisition and other Business Arrangement Agreement



 Exhibit 10.16 
  
 HCFP/BRENNER SECURITIES, LLC 
 888 Seventh Avenue, 17th Floor 
 New York, New York 10106 
  

  
 MERGER, ACQUISITION AND 
 OTHER BUSINESS ARRANGEMENT 
 AGREEMENT

  

  
                     , 2005

  
 American Telecom Services Inc. 

2466 Peck Road 
 City of Industry, California 90601 
 Attn: Bruce Hahn, Chief Executive Officer 
  
 Gentlemen: 
  
 This is to confirm our agreement whereby American Telecom Services Inc.
(“Company”) will compensate HCFP/Brenner Securities, LLC (“HCFP”) if the Company engages in transactions with persons introduced to it by HCFP: 
  
 1. Agreement Regarding Mergers, Acquisitions and Other Business Arrangements 
  
 (a) In the event that any acquisition of and/or merger with other companies
or joint ventures or other transaction with any third parties including, without limitation, (i) the sale of the business, assets or stock of the Company or any its subsidiaries or affiliates or any significant portion thereof, (ii) the
purchase of the business, assets or stock of a third party or any significant portion thereof or (iii) entering into a commercial relationship with a third party not involving a transaction of the type referred to in clauses (i) or
(ii) (collectively, a “Transaction”), occur which result from or are caused by introductions made by HCFP within twelve (12) months prior thereto, the Company shall pay HCFP 5% of the first $5 million of Legal Consideration
(hereinafter defined), 4% of the next $1 million of Legal Consideration, 3% of the next $1 million of Legal Consideration, 2% of the next $1 million of Legal Consideration and 1% of the excess Legal Consideration, if any, over $8 million paid in any
such Transaction. 
  
 For purposes of this Agreement, the phrase
“Legal Consideration” shall mean the total value of the securities (valued as determined in the applicable agreement governing the terms of the Transaction or, if not so valued, at market on the day of closing, or if there is no public
market, valued as set forth herein for other property), cash and assets and property or other benefits exchanged by the Company or received by the Company or its shareholders as consideration as a result of or arising out of the Transaction,
irrespective of the period of payment or terms (all valued at fair market present value as agreed or, if not, by an independent appraiser selected by the Company in good faith). 







 (b) All fees payable under this Section 1 are due and payable to HCFP, in cash or by certified
check, at the closing or closings of any Transaction; provided, that if the Legal Consideration on any Transaction is other than all cash, the payment to HCFP shall be, at the option of the Company, either the cash equivalent or such other
consideration proportionate with the types of Legal Consideration paid on such Transaction; and provided, however, that if any Legal Consideration is to be paid or received at a future date or is contingent upon a future event, the related
fees shall be due and payable on the business day after receipt or payment by the Company. No fees shall be payable under this Section 1 or otherwise if, for any reason, the Transaction is not consummated. 
  
 2. Term of Agreement 
  
 This Agreement shall be for a term of three years from the date hereof.

  
 3. Expenses 
  
 HCFP shall bear all costs and expenses incurred by HCFP directly in
connection with the introduction or attempted introduction(s) made by HCFP in connection with Transactions and otherwise in connection with the performance of its services hereunder, unless otherwise agreed to by the Company. 
  
 4. Use of Name and Reports 
  
 Use of HCFP’s name in annual reports or any other reports of the
Company or press releases issued by the Company shall require the prior written approval of HCFP, which shall not be unreasonably withheld or delayed. 
  
 5. Status as Independent Contractor 
  
 HCFP shall perform its services as an independent contractor and not as an employee of the Company or affiliate thereof. It is expressly understood and
agreed to by the parties that HCFP, and any individual or entity that HCFP shall employ in order to perform its services hereunder, shall have no authority to act for, represent or bind the Company or any affiliate thereof in any manner, except as
may be expressly agreed to by the Company in writing from time to time. 
  
 6. Entire Agreement 
  
 This Agreement
constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written, with respect thereto. This Agreement may not be modified or terminated orally
or in any manner other than by an agreement in writing signed by the parties hereto. 
  
 7. Notices 
  
 Any notices
required or permitted to be given hereunder shall be in writing and shall be deemed given when mailed by certified mail or private courier service, return receipt requested, addressed to each party at its respective addresses set forth above, or
such other address as may be given by either party in a notice given pursuant to this Section 7. 
  

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 8. Successors and Assigns 
  
 This Agreement may not be assigned by either party without the written consent of the other. This Agreement shall be binding
upon and shall inure to the benefit of the parties hereto and, except where prohibited, to their successors and assigns. 
  
 9. Non-Exclusivity 
  
 Nothing herein shall be deemed to restrict or prohibit the engagement by the Company of other consultants providing the same or similar services or the
payment by the Company of fees to such parties. 
  
 10.
Applicable Law 
  
 This Agreement shall be construed and
enforced in accordance with the laws of the State of New York without giving effect to conflict of laws. 
  
 11. Arbitration 
  
 In the event of any dispute under this Agreement, then and in such event, each party hereto agrees that the dispute shall be submitted to the American
Arbitration Association in New York, New York, for its decision and determination in accordance with its rules and regulations then in effect. Each of the parties agrees that the decision and/or award made by the Association may be entered as
judgment of the courts of the State of New York, as shall be enforceable as such. 
  
 If the foregoing correctly sets forth the understanding between HCFP and the Company with respect to the foregoing, please so indicate your agreement by signing in the place provided below, at which time this letter
shall become a binding contract. 
  

			
	 HCFP/BRENNER SECURITIES, LLC.

		
	 By:
	 	  


	 	 	Ira Scott Greenspan
	 	 	Vice Chairman


  

			
	 AGREED AND ACCEPTED BY:

	
	 AMERICAN TELECOM SERVICES INC.

		
	 By:
	 	  


	 	 	Bruce Hahn
	 	 	Chief Executive Officer

  

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