|
I. PARTIES: Richard L. Fogleman, Managing Partner of Fogleman, Rich & Rose, Largo, FL, (FRRC or the Consultant) and ___________________________, (the Client, or, the Company), hereby agree that the Consultant shall provide work and services (the Work) and the Client shall pay for such Work and services as described below. This Agreement is intended to describe both the work and responsibilities of the aforementioned parties. II. DESCRIPTION of INITIAL CONSULTATION: The Consultant shall use all available means, methods, capabilities, and experience in the analysis of the Company and to propose workable solutions to assist the Client with a self-underwriting effort. This initial consultation will focus on: the status of the Company; its position in the Marketplace; the prior financial history of the Company; the Company’s Owners and Executives; and the specifics of the Company’s plans for growth, including financial projections. The Consultant will be available to visit the site of the Client. During the site visit, the Consultant’s team will endeavor to begin as comprehensive a third party investigation as is possible under the circumstances. The Consultant will perform the preliminary due diligence associated with the private acquisition of capital and a preliminary evaluation of the requisite legal disclosures of the risks of an investment in the Company. Prior to a site visit, preliminary due diligence meetings will be held utilizing, but not limited to: voice teleconference, video teleconference, web phone conference, intranet & IRC, written and faxed interrogatories, etc. The Company agrees to provide additional information as needed in a timely and complete manner so as to maximize the effectiveness of the site visit. At the conclusion of the above Work, the Consultant shall deliver a written Strategic Analysis Report, providing the Client with a concise, detailed diagnosis and suggested remediations or indicated courses of action. This may include proposals for additional work by the Consultant for the Client, where appropriate. III. CLIENT COST and TERMS: (a.) The cost of the consulting Work outlined in paragraph II. above, is $ 5,000.00($U.S.), plus "expenses" and/or "other costs" as shown below. (b) This retainer (of $ 5,000.00) is due, in full, at the time of signing this agreement and must be received by the Consultant prior to inception of Work. (c.) Payment shall be made payable to the order of: Richard L. Fogleman. For expediency, the following electronic transfer numbers apply: routing to - First Union Bank, 063000021 @ 8700 Bryan Dairy Rd. Largo, FL 34647, credit to - Richard L. Fogleman, acct.# 1090011450810. (d.) If the Consultant’s work (or documentation) is to be used by the Client as substantiation of, or as a vehicle for, funding, the payment of this fee-for-service planning consultation agreement and any subsequent work or documentation will not be dependent in any manner on the Client’s ability to acquire investment capital or the Company’s success in funding of any kind. IV. OTHER COSTS: (a.) Business Class travel to and from the Client’s site will be pre-arranged and paid by the Client and will include lodging, meals, and local transportation, as needed. (b.) Nominal "other costs" may be incurred by the Consultant in order to effectively serve the objectives of the Client, during the course of this work. These costs may include printing, shipping, etc., and normally are paid by the Consultant, and, in turn, the invoices will be presented and added to any final balance due. These costs normally will not exceed $1,000.00. (c.) All legal costs and other professional services which may be necessary and rendered in association with the analysis described above and/or any subsequent documentation or consultation which may occur in connection with the attempted sale of securities by the Client shall be borne by the Client in his/her normal business relationship with the professional(s) used. If the Client uses professional services which have been arranged by the Consultant, retainers or partial pre-payments may be necessary. (d.) Major "other costs", (exceeding $ 1,000.00), may be incurred. These will only be incurred via a specific written purchase decision (or purchase order) by the Client and will normally be paid directly by the Client. This may include market data acquisition, technical consulting, or analysis needed from various third parties. V. TIME SCHEDULE: (a.) It is understood that, due to the inability by both parties to project potential, unavoidable delays, the delivery time stated shall be considered a "target time". (b.) The consultant will use all means available to accomplish the above consultation and reporting within the shortest possible time, with a "target time" of ten working days from the date of an actual site visit or from the date of commencing work under this agreement. (c.) Any additional work (documentation, investor relations development, etc.) shall be scheduled appropriately and specified within the relevant proposal. VI. DISCLOSURE, CONFIDENTIALITY AND SECURITY: (a.) The Client agrees to disclose all material facts to the consultant. Failure to disclose any and all material facts shall serve as sufficient grounds for the immediate termination of this or subsequent related contracts. (b.) The Consultant will use all available and customary means to ensure complete confidentiality of all information developed during work. (c.) The Consultant will be responsible for the physical security of any documents and computer records generated during this Work. This will be considered to include all partners, employees, co-workers, or subcontractors of the Consultant. (d.) All work done will be considered proprietary to the Client. No portion of any reports or documents produced by or with the Consultant will be reproduced without the prior consent (verbal or written) of the Client. VII. CONSULTANT’S DISCLAIMER: The Consultant intends to guide and advise clients in the process of self-underwriting the sale of securities via electronic as well as traditional means. The Consultant does not offer legal, underwriting, investment banking or accounting services, but assists clients in arranging for the interpretation of, and appropriate utilization of such services. FRRC assists the client in fully integrating and implementing such information into operational and illustrative business plans and private placement memoranda. While FRRC may also seek to introduce the client to qualified parties with a potential interest in participating in the entrepreneurial leadership of the company, FRRC is prohibited, by agreement and regulation, from direct participation in the sale and marketing of any securities. No FRRC activities can be represented to any parties as the solicitation for, or offer to sell any of the client company’s securities, which shall be offered solely by prospectus from the Company’s Officers, or through qualified Broker/Dealers and Underwriters. No party is authorized to make any statements to the contrary, as the above disclaimer shall prevail in all cases. VII. VENUE and ENFORCEABILITY: This Agreement shall be binding and shall inure to the benefit of the Parties respective heirs, successors and assigns. This Agreement shall be construed and enforced in accordance with the laws of the State of Florida. Any action between the Parties shall be resolved through the Circuit Court of Pinellas County, Florida. This Agreement constitutes the full and complete understanding between the Parties with respect to the subject matter contained herein. No amendment, change, or modification to this agreement shall be binding unless reduced to writing and signed by both Parties. Should one clause of this contract be found invalid, this shall in no way be construed to diminish the enforceability of all other clauses thereof. IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first above written. SIGNATURES : for ___________________, Inc.(client) ____________________________________________ (Signature) ____________________________ date ____/____/____ (Printed Name of Authorized Officer) For Fogleman, Rich &Rose: ____________________________________________ Richard L. Fogleman Managing Partner Fogleman, Rich & Rose (consultant) date ____/ ____/ ____ |