January 9, 2006 Mr. Ron Heineman CEO Resolve, Staffing, Inc.
January
9, 2006
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CEO
Resolve,
Staffing, Inc.
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▇▇▇▇▇▇▇▇▇▇,
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Dear
▇▇▇:
I
wish to
thank Resolve Staffing, Inc. (the “Company”) for the opportunity to represent
you as a business advisor in connection with the Company’s growth and expansion
efforts. The purpose of this letter (the “Agreement”) is to set forth the terms
and conditions under which ▇▇▇ ▇▇▇▇▇▇ (the “Consultant”) SCI agrees to serve the
Company as a business advisor.
| 1. |
Services.
Consultant shall use its best efforts to perform the following services
in
a timely manner:
|
| (a) |
Business
Plan Development -
Become familiar with the business and operations of the Company and
review
and analyze the Company’s formal and informal financial, strategic, and
business plans. In conjunction with the Company, prepare and update
a
formal strategic business plan along with a detailed financial
model/projection, and update the business plan and financial model
as
needed during the term of this
Agreement;
|
| (b) |
Strategic
Consulting -
Assist the Company in sourcing and locating joint-venture partners.
Advise
the Company in strategic planning matters and assist in the implementation
of short- and long-term strategic planning initiatives to fully develop
and enhance the Company’s assets, resources, products, and technologies.
Provide
advice to and consult with the Company concerning management, product
marketing, strategic planning, and corporate organization in connection
with the Company’s business and advise the Company regarding its overall
development, progress, needs, and condition. If requested by the
Company,
assist in the due diligence of prospective strategic
partners.
|
| (c) |
Other
Services -
Perform
other services as may be reasonably requested by the Company that
are
within the normal scope of operations of ▇▇▇
▇▇▇▇▇▇.
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| 2. |
Term.
This
Agreement shall be in effect for twelve (12) months from the date
of
acceptance by the Company unless either party terminates the Agreement
by
providing the other party with 30 (thirty) days’ written notice.
|
| 3. |
Consideration.
For the advice and services to be provided by the Consultant to the
Company under this Agreement, the Company agrees to pay the Consultant
a
business advisory fee consisting of options to purchase up to
4,000,000
shares of the Company’s common stock at a price of $1.50 per
share.
These option shall expire upon the termination of this
agreement.
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| 4. |
Indemnity.
The
Company agrees to indemnify, defend, and hold harmless the Consultant
and
its affiliates, directors, officers, counsel, employees, agents,
members,
managers successors, assigns, and controlling persons (as defined
in the
Act) (each, an “Indemnified Party”) from and against any and all losses,
claims, damages, costs, expenses, and liabilities (including any
investigatory, legal, and other expenses incurred as they are incurred
by
an Indemnified Party in connection with preparing for or defending
any
action, claim, or proceeding, whether or not resulting in any liability)
(collectively, “Indemnifiable Losses”) to which any Indemnified Party may
become subject or liable relating to or arising out of (a) the Agreement
or the services to be performed under the Agreement or any agreement
between the parties to this Agreement, (b) any transactions referred
to in
the Agreement or any transactions arising out of the transactions
contemplated by the Agreement, (c) any inaccuracy in or breach in
the
representations and warranties of the Company contained in this Agreement,
and (d) any failure of the Company to perform its obligations under
this
Agreement, provided that the Company shall not be liable to an Indemnified
Party in any such case to the extent that any such Indemnifiable
Loss is
found in a final, nonappealable judgment by a court of competent
jurisdiction to have resulted as a direct and proximate cause from
the
willful misconduct or gross negligence of an Indemnified Party. No
Indemnified Party shall be liable, responsible, or accountable in
damages
and costs and expenses (including attorneys’ fees) under this Agreement
except for any liability for losses, claims, damages, or liabilities
finally judicially determined to have resulted solely and exclusively
from
actions taken or omitted to be taken as a direct result of such
Indemnified Party’s gross negligence or willful misconduct. If for any
reason, except as specifically provided herein, the foregoing indemnity
for Indemnifiable Losses is unavailable to an Indemnified Party or
insufficient to fully hold any Indemnified Party harmless, then the
Company agrees to contribute to the amount paid or payable by such
Indemnified Party as a result of such Indemnifiable Losses in such
proportion as is appropriate to reflect the relative benefits received
by
and fault of the Company, on the one hand, and the relative benefits
received by and fault of the Consultant, on the other hand. The Company
agrees that it will not settle, compromise, or consent to the entry
of any
judgment in any pending or threatened claim, action, or proceeding
in
respect of which indemnification could be sought under the indemnification
provision of this Agreement (whether or not the Consultant or any
other
Indemnified Party is an actual or potential party to such claim,
action,
or proceeding), unless such settlement, compromise, or consent includes
an
unconditional release of each Indemnified Party from all liability
arising
out of such claim, action, or
proceeding.
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| 5. |
Non-Circumvent
Agreement.
The Company agrees that all third parties introduced to it by the
Consultant represent significant efforts and working relationships
that
are unique to, and part of, the work product and intellectual capital
of
the Consultant. Therefore, without the prior specific written consent
of
the Consultant the Company agrees to refrain from conducting direct
or
indirect business dealings of any kind with any third party so introduced
by the Consultant, with the exception of third parties with which
the
Company has previously had a formal business relationship, for
a period of eighteen months from the initial introduction made during
the
course of this Agreement. In the event of a violation of this
provision,
the Consultant shall be entitled to obtain on an ex
parte
application, appropriate injunctive relief from any court of competent
jurisdiction, together with and including all remedies available
at law.
This provision shall survive the remaining obligations and performance
due
hereunder.
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| 6. |
Legal
Matters.
This Agreement shall be interpreted under and governed by the laws
of the
State of Ohio. Any controversy, dispute, or claim between the parties
relating to this Agreement shall be resolved by binding arbitration
in
Cincinnati, Ohio, in accordance with the rules of the American Arbitration
Association. The parties agree that in the event that any controversy,
dispute, or claim between the parties relating to this Agreement,
is
resolved by binding arbitration, the prevailing party, as determined
by
the arbitrator's award, shall be entitled to reimbursement of all
expenses
including reasonable attorney's fees; provided that in no event shall
the
arbitrator have the authority to award punitive
damages.
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| 7. |
Independent
Contractor.
The Consultant is an independent contractor and may engage in other
business activities. Since the Consultant is an independent contractor,
nothing in this Agreement shall be interpreted to constitute that
the
Consultant is an agent of, employee of, or partner of the Company,
nor
shall either party have any authority to bind the other. Therefore,
the Consultant cannot commit the Company to actions, or contracts
or deals
without advance written authorization from the Company.
In
its capacity as an independent contractor, the Consultant agrees,
and the
Company agrees, that the Consultant has the sole right to control
and
direct the means, manner, and method by which the services required
by
this Agreement will be performed and the Company shall not withhold
from
the Consultant’s compensation any amount that would normally be withheld
from an employee’s pay.
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| 8. |
Entire
Agreement. This
Agreement constitutes the entire agreement between the parties pertaining
to the subject matter hereof and supersedes and cancels any prior
communications, representations, understandings, and agreements between
the parties. No modifications of or changes to this Agreement shall
be
binding, nor can any of its provisions be waived, unless agreed to
in
writing by the parties.
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| 9. |
Confidentiality.
The
parties agree that the terms and all of the encompassing components
of
this Agreement shall be kept confidential, unless this information
is
required to be disclosed pursuant to any inquiries by federal, state,
or
local law enforcement.
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Very
Truly Yours,
▇▇▇
▇▇▇▇▇▇
By:_/s/
▇▇▇ Seifer______
▇▇▇ ▇▇▇▇▇▇
ACCEPTED
AND AGREED TO THIS __9__ DAY OF __January____, 2006.
Resolve
Staffing, Inc.
By:
_/s/ ▇▇▇ Heineman________
▇▇▇
▇▇▇▇▇▇▇▇, CEO