Form of Merger, Acquisition And Other Business Arrangement Agreement

Exhibit 10.16


HCFP/BRENNER SECURITIES, LLC

888 Seventh Avenue, 17 th 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 val ...