Exhibit No. 10
Agreement with Carr Securities Corporation
CARR SECURITIES CORPORATION
14 Vanderventer Avenue
Suite
210
Port Washington, New York
11050
November 7, 2005
Trans World Corporation
545 Fifth Avenue
Suite 940
New York, New York
10017
Re: Finder Agreement
Dear Mr. Ramadan:
This letter confirms the agreement
("Agreement") between Trans World
Corporation, Inc. (the "Company") to Carr
Securities Corporation ("Carr"), a
registered broker-dealer and member of the
National Association of Securities
Dealers, to provide the finder services
described below.
1. Finder Services
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1.1 Carr shall use its reasonable best
efforts to introduce the Company to
corporations, partnerships, accredited
investors, or other persons or entities
(any such person or entity introduced by
Carr, "Entity" and collectively,
"Entities") that may engage in a
Transaction (as defined below) with the
Company. As used herein, the term "Entity"
also refers to any person or entity
that is directly connected with or related
to any Entity including, without
limitation, any affiliate of, person or
entity referred by, client or customer
of, or any investor in, any Entity. Any
intermediary or entity with which TWC is
already familiar or with whom TWC has or
had prior contact shall be excluded as
an "Entity" as defined in this provision.
TWC must confirm, in writing, that
entities introduced by Carr are not
previously known.
1.2 Except as set forth below, all services
provided by Carr under this
Agreement shall be at Carr's cost and risk.
Carr's compensation, if any, shall
be a "Transaction Fee" (as set forth in
Section 3 below) upon consummation of a
Transaction (as defined in Section 4 below)
in any form with any Entity. Carr
does expect to be reimbursed for reasonable
out of pocket expenses and will not
expend more than $1,000.00 without prior
written approval from the Company.
1.3 The Company acknowledges that Carr
shall not perform or be required to
perform any responsibilities other than the
introduction of Entities to the
Company as described above. Without
limiting the generality of the preceding
sentence, the Company agrees that Carr (i)
shall have no responsibility to
investigate or perform any "due diligence"
whatsoever with respect to any Entity
introduced by Carr to the Company, (ii)
shall have no responsibility to
participate or assist in any negotiations
between any potential Entity and the
Company, and (iii) shall have no
responsibility for fulfilling any reporting or
filing requirements of the Company pursuant
to applicable federal and state
securities laws.
1.4 Notwithstanding anything in this
Agreement to the contrary, the Company
shall have the sole and absolute discretion
to accept or not accept the terms of
any Transaction. Neither the Company nor
any of its affiliates shall have any
liability whatsoever to Carr resulting from
its decision not to enter into a
proposed Transaction.
2. Term
This Agreement shall take effect
immediately and shall continue for a term of
ninety (90) days, unless renewed by both
parties in writing. TWC and Carr may
terminate this agreement at any time by
written notice mailed or delivered to
the address of the other party, set forth
below.
3. Transaction Fee
In consideration of Carr's services, Carr
shall be entitled to receive, and the
Company hereby agrees to pay to Carr, the
following:
3.1 Carr shall receive a Transaction Fee
payable by certified check or wire
transfer equal to (5%) five percent of the
amount invested by the Entity
introduced upon consummation of any
Transaction with any Entity introduced to
the Company by Carr during the term of this
Agreement, provided that such
Transaction occurs during the term of this
Agreement or during the one-year
period subsequent to the termination of
this Agreement. Carr reserves the right
to receive fees in cash or equity or a
combination of both.
4. Transaction
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4.1 As used herein, the term "Transacti
