EXHIBIT 10.1
May 13, 2005
Orchestra Finance L.L.P.
No. 7 Inverness Gardens
London W8 4RN
England
Attention: Mr. Imre Eszenyi, Managing
Partner
Gentlemen:
This letter agreement ("Letter Agreement"),
dated as of May 13, 2005, is between
Chartwell International, Inc.
("Chartwell"), a Nevada corporation, and Orchestra
Finance L.L.P., a company organized under the laws of the
United Kingdom (the
"Introducer"). From time to time, Introducer agrees to introduce
Chartwell to
accredited and qualified foreign
investors ("Investors") for possible
purchase
of common shares issued by Chartwell on a private placement basis.
("Transaction"). The Introducer, for purposes of U.S. law, is a
foreign entity
domiciled outside the U.S., does not conduct any securities business in the
U.S., and is not licensed as a
broker-dealer in the U.S. however, the Introducer
is authorized and regulated by the Financial
Services Authority in the United
Kingdom.
1. Compensation. Subject to the terms set
forth in this letter, it is agreed
that with respect to each Transaction that
is consummated with Investors,
Chartwell will pay Introducer five percent
(5%) cash and five percent (5%) in
common shares (the "Fee") of the purchase
price of an Investment paid by
Investors (each, the "Purchase Price");
Chartwell
shall only be obligated to pay a Fee to Introducer upon
consummations of a Transaction with Investors. Chartwell shall have no
obligation to enter into any
Transaction.
2. Representations and Covenants.
Introducer represents and covenants that:
(a) The actions of Introducer introducing Chartwell to Investors to engage
in
Transactions as set forth herein, the
payments to Introducer of a Fee for making
such introductions, and the receipt of such Fee by
Introducer, will not violate
any law and do not require the holding of
any license that is not presently held
by Introducer;
(b) Orchestra Finance L.L.P. is duly organized, validly existing and in good
standing under the laws of the
