NON-EXCLUSIVE FINDER'S AGREEMENT

 

 

                        NON-EXCLUSIVE FINDER'S AGREEMENT

 

This Finder's Agreement (this "Agreement") is made as of August 11, 2004,

between VitroTech Corporation, a Nevada corporation (the "Company"), and The

Shemano Group, Inc., a California corporation (the "Finder"). The Finder and the

Company agree:

 

      1.    Engagement of Finder: The Company hereby engages the Finder, and the

            Finder hereby accepts such engagement, to act as the Company's

            non-exclusive finder with respect to sales by the Company in a

            private placement transaction (the "Offering) of up to $8 million

            aggregate principal amount of Equity, Equity-Related or Debt

            Securities ("Securities") of the Company to the investors during the

            term of this Agreement as set forth in Section 5.

 

      2.    Offering Procedures: The Finder will introduce the Company to

            investors who the 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 Finder has a pre-existing substantive

            relationship (the "Offerees").

 

      3.    Finder's Compensation: In consideration for the services rendered by

            the Finder hereunder, the Company shall pay to the Finder, or cause

            the 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 Finder

                        cash compensation equal to eight percent (8%) of the

                        gross Offering funds received in the Offering.

 

                  b.    Warrants: The Finder shall receive 3% warrant

                        compensation. The warrant calculation translates to

                        30,000 warrants per $1 million raised. 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 Finder shall have a strike price equal to the

                        Offering price of any Equity or Equity-Related

                        Securities sold, have a five-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.

 

                        For purposes of determining the 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.

 

 

<PAGE>

 

 

      4.    Certain Matters Relating to Finder's Duties:

 

                  a.    The Finder's responsibilities shall be limited to

                        introducing potential investors to the Company, and the

                        Finder shall not have authority to offer or sell the

                        Securities to any potential investor. Finder shall not

                        use any general solicitation or general advertising

                        within the meaning of the applicable securities laws in

                        connection with any offering. The finder shall have no

                        responsibility to participate or assist in any

                        negotiations between any potential investor and the

                        Company. The Finder will have no responsibility to act,

                        and the parties contemplate that the Finder will not

                        act, as a broker or dealer with respect to the offer or

                        sale of the Securities. Further, the finder shall have

                        no responsibly for fulfilling any SEC reporting or

                        filing requirements as relates to the Company provided

                        however, 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 Finder agrees to introduce the Company to Offerees

                        only in states in which the Finder has been advised by

                        the Company that offers and sales of Securities can be

                        legally made by the Company.

 

                  c.    The 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 Finder by the Company, as such

                        documents may be amended from time to time by the

                        Company and delivered to the Finder. The finder shall

                        consecutively number each copy of the Private Placement

                        Memorandum (which will include the first letter of the

                        Finder's name or other identifying mark sufficient to

                        designate an Offeree introduced by the 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 Finder obtains regarding the

                        suitability of each Offeree; and only use the Private

                        Placement Memorandum in introducing Offerees to the

                        Company. The 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 and from time to time during

                        the term of this Agreement, provide the Finder with a

                        written list of prospective Offerees which the Company

                        does not want the Finder to contact. The Finder agrees

                        to not contact the persons on such list, as supplemented

                        from time to time and the 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.

 

                                       2

<PAGE>

 

                  d.    The Finder is and will hereafter act a 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 Finder and

                        the Company. The Finder will not hold itself out as

                        having, and will not state to any person that the Finder

                        has, any relationship with the Company other than as an

                        independent contractor. The 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.    Termination of Agreement. Either party may terminate this Agreement

            by notifying the other party in writing upon a material breach by

            the 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 4 shall survive the termination of this Agreement with respect

            to Offerees who the Finder introduces to the Company prior to any

            termination with respect to the Offering. The 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.

 

      6.    Indemnification. The Company and the 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 Persons") and shall hold each

            Indemnified Person harmless, to the fullest extent permitted by law,