Letterhead of Greentree Financial Group, Inc.]
EXHIBIT 10.1
[Letterhead of Greentree Financial Group, Inc.]
February
1, 2008
PERSONAL
AND
CONFIDENTIAL
Interactive
Games Inc.
▇▇▇
▇. ▇▇▇▇▇ ▇▇▇., ▇▇▇.
▇▇▇
West
Palm Beach, FL 33410
Attn:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, President
Dear
▇▇.
▇▇▇▇▇▇▇▇:
This
letter agreement ("Agreement") confirms the terms and conditions of the
engagement of Greentree Financial Group, Inc. ("Greentree") by Interactive
Games, Inc., a Florida Corp., (the "Company") to render certain professional
services to the Company in connection with the Company's proposed registration
statements.
1.
Services. ▇▇▇▇▇▇▇▇▇
agrees to perform the following services:
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(a)
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Assist
with the preparation of Form SB-2 (or equivalent form of registration
statement), including answering comments from the Securities and
Exchange
Commission, if any;
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(b)
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Assist
with EDGARizing the aforementioned document as required by the
Securities
and Exchange Commission, including any applicable amendments;
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(c)
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Perform
such other services as the Company and ▇▇▇▇▇▇▇▇▇ shall mutually
agree to
in writing.
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Note: The
Company must provide Greentree with an update business plan and latest audited
financial statements by a PCAOB member firm. Additionally, the Company will
provide ▇▇▇▇▇▇▇▇▇ with interim unaudited financials statements that are current
within 90 days of any filing date.
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2.
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Fees. The
Company agrees to pay Greentree for its services a non-refundable
professional service fee ("Service Fee") of $20,000 in cash, plus
100,000
common shares of CNUV, the majority shareholder, and 250,000 common
shares
of Interactive Games, Inc. (FL) (the "Share Compensation"), during
the
Term, payable upon signing this agreement.
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In
addition to any fees that may be payable to ▇▇▇▇▇▇▇▇▇ under this letter,
the
Company agrees to reimburse Greentree, upon request made from time to time,
for
its reasonable out-of-pocket expenses incurred in connection with ▇▇▇▇▇▇▇▇▇’s
activities under this letter, including the reasonable fees and disbursements
of
its legal counsel.
3.
Term. The
term of this Agreement shall commence on February 1, 2008, and end on the
effective date of Form S-2B (the "Term"). This Agreement may be
renewed upon mutual written agreement of the parties hereto. This
agreement may be terminated by the Company prior to its expiration or services
being rendered with 45 days prior written notice to Greentree. Any obligation
pursuant to this Paragraph 3, and pursuant to Paragraphs 2 (fees), 4
(indemnification), 5 (matters relating to engagement), 6 (governing law)
and 9
(miscellaneous) hereof, shall survive the termination or expiration of this
Agreement. As stated in the foregoing sentence, the parties specifically
agree
that in the event the Company terminates this Agreement prior to expiration
of
the Term, the full Service Fee of $20,000 in cash and the Share Compensation
shall become immediately due and payable.
4.
Indemnification. In
addition to the payment of fees and reimbursement of fees and expenses provided
for above, the Company agrees to indemnify Greentree and its affiliates with
regard to the matters contemplated herein, as set forth in Exhibit A, attached
hereto, which is incorporated by reference as if fully set forth herein. After the Agreement
is
signed by both parties, ▇▇▇▇▇▇▇▇▇ shall not terminate the Agreement; otherwise,
▇▇▇▇▇▇▇▇▇ shall return all the fees that have been paid by the
Company.
5.
Matters Relating
to
Engagement. The Company acknowledges that ▇▇▇▇▇▇▇▇▇ has
been retained solely to provide the services set forth in this
Agreement. In rendering such services, ▇▇▇▇▇▇▇▇▇ shall act as an
independent contractor, and any duties of Greentree arising out of its
engagement hereunder shall be owed solely to the Company. The Company further
acknowledges that Greentree may perform certain of the services described
herein
through one or more of its affiliates.
The
Company acknowledges that ▇▇▇▇▇▇▇▇▇ is a consulting firm that is engaged
in
providing professional services. The Company acknowledges and agrees
that in connection with the performance of ▇▇▇▇▇▇▇▇▇'s services hereunder
(or
any other services) that neither ▇▇▇▇▇▇▇▇▇ nor any of its employees will
be
providing the Company with legal, tax or accounting advice or guidance (and
no
advice or guidance provided by ▇▇▇▇▇▇▇▇▇ or its employees to the Company
should
be construed as such) and that neither ▇▇▇▇▇▇▇▇▇ nor its employees hold itself
or themselves out to be advisors as to legal, tax, accounting or regulatory
matters in any jurisdiction. The attorneys and accountants that work for
▇▇▇▇▇▇▇▇▇ are exclusively for ▇▇▇▇▇▇▇▇▇'s benefit. The Company shall consult
with its own legal, tax, accounting and other advisors concerning all matters
and advice rendered by ▇▇▇▇▇▇▇▇▇ to the Company and the Company shall be
responsible for making its own independent investigation and appraisal of
the
risks, benefits and suitability of the advice and guidance given by ▇▇▇▇▇▇▇▇▇
to
the Company and the transactions contemplated by this
Agreement. Neither Greentree nor its employees shall have any
responsibility or liability whatsoever to the Company or its affiliates with
respect thereto.
The
Company recognizes and confirms that in performing its duties pursuant to
this
Agreement, ▇▇▇▇▇▇▇▇▇ will be using and relying on data, material, and other
information (the "Information") furnished by the Company, a Strategic Partner
or
their respective employees and representatives. The Company will
cooperate with ▇▇▇▇▇▇▇▇▇ and will furnish Greentree with all Information
concerning the Company and any Transaction, Alternate Transaction or Financing
which ▇▇▇▇▇▇▇▇▇ deems appropriate and will provide ▇▇▇▇▇▇▇▇▇ with access
to the
Company's officers, directors, employees, independent accountants and legal
counsel for the purpose of performing ▇▇▇▇▇▇▇▇▇'s obligations pursuant to
this
Agreement. The Company hereby agrees and represents that all
Information furnished to ▇▇▇▇▇▇▇▇▇ pursuant to this Agreement shall be accurate
and complete in all material respects at the time provided, and that, if
the
Information becomes materially inaccurate, incomplete or misleading during
the
term of ▇▇▇▇▇▇▇▇▇'s engagement hereunder, the Company shall promptly advise
▇▇▇▇▇▇▇▇▇ in writing. Accordingly, ▇▇▇▇▇▇▇▇▇ assumes no
responsibility for the accuracy and completeness of the Information. In
rendering its services, Greentree will be using and relying upon the Information
without independent verification evaluation thereof.
6.
Governing
Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida without regard to the conflict
of laws provisions thereof.
7.
No
Brokers. The Company represents and warrants to Greentree that
there are no brokers, representatives or other persons which have an interest
in
compensation due to Greentree from any services contemplated
herein.
8.
Authorization. The
Company and Greentree represent and warrant that each has all requisite power
and authority, and all necessary authorizations, to enter into and carry
out the
terms and provisions of this Agreement and the execution, delivery and
performance of this Agreement does not breach or conflict with any agreement,
document or instrument (including contracts, ▇▇▇▇▇, agreements, records and
wire
receipts, etc.) to which it is a party or bound.
9.
Miscellaneous. This
Agreement constitutes the entire understanding and agreement between the
Company
and Greentree with respect to the subject matter hereof and supersedes all
prior
understanding or agreements between the parties with respect thereto, whether
oral or written, express or implied. Any amendments or modifications
must be executed in writing by both parties. This Agreement and all
rights, liabilities and obligations hereunder shall be binding upon and insure
to the benefit of each party’s successors but may not be assigned without the
prior written approval of the other party. If any provision of this
Agreement shall be held or made invalid by a statute, rule, regulation, decision
of a tribunal or otherwise, the remainder of this Agreement shall not be
affected thereby and, to this extent, the provisions of this Agreement shall
be
deemed to be severable. This Agreement may be executed in any number
of counterparts, each of which, shall be deemed to be an original, but such
counterparts shall, together, constitute only one instrument. The
descriptive headings of the Paragraphs of this Agreement are inserted for
convenience only, do not constitute a part of this Agreement and shall not
affect in anyway the meaning or interpretation of this Agreement.
Please
confirm that the foregoing correctly sets forth our agreement by signing
below
in the space provided and returning this Agreement to Greentree for execution,
which shall constitute a binding agreement as of the date first above
written.
Thank
you. We look forward to a mutually rewarding
relationship.
GREENTREE
FINANCIAL GROUP, INC.
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By:
/s/ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇
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Name:
▇.
▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice-President
AGREED
TO
AND ACCEPTED
AS
OF
FEBRUARY 1, 2008:
INTERACTIVE
GAMES INC.
By:
/s/
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Name:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: President
EXHIBIT
A: INDEMNIFICATION
The
Company agrees to indemnify Greentree, its employees, directors, officers,
agents, affiliates, and each person, if any, who controls it within the meaning
of either Section 20 of the Securities Exchange Act of 1934 or Section 15
of the
Securities Act of 1933 (each such person, including Greentree is referred
to as
"Indemnified Party") from and against any losses, claims, damages and
liabilities, joint or several (including all legal or other expenses reasonably
incurred by an Indemnified Party in connection with the preparation for or
defense of any threatened or pending claim, action or proceeding, whether
or not
resulting in any liability) ("Damages"), to which such Indemnified Party,
in
connection with providing its services or arising out of its engagement
hereunder, may become subject under any applicable Federal or state law or
otherwise, including but not limited to liability or loss (i) caused by or
arising out of an untrue statement or an alleged untrue statement of a material
fact or omission or alleged omission to state a material fact necessary in
order
to make a statement not misleading in light of the circumstances under which
it
was made, (ii) caused by or arising out of any act or failure to act, or
(iii)
arising out of ▇▇▇▇▇▇▇▇▇'s engagement or the rendering by any Indemnified
Party
of its services under this Agreement; provided, however, that the Company
will
not be liable to the Indemnified Party hereunder to the extent that any Damages
are found in a final non-appealable judgment by a court of competent
jurisdiction to have resulted from the gross negligence or willful misconduct
of
the Indemnified Party seeking indemnification hereunder.
These
indemnification provisions shall be in addition to any liability which the
Company may otherwise have to any Indemnified Party.
If
for
any reason, other than a final non-appealable judgment finding an Indemnified
Party liable for Damages for its gross negligence or willful misconduct the
foregoing indemnity is unavailable to an Indemnified Party or insufficient
to
hold an Indemnified Party harmless, then the Company shall contribute to
the
amount paid or payable by an Indemnified Party as a result of such Damages
in
such proportion as is appropriate to reflect not only the relative benefits
received by the Company and its shareholders on the one hand and the Indemnified
Party on the other, but also the relative fault of the Company and the
Indemnified Party as well as any relevant equitable considerations.
Promptly
after receipt by the
Indemnified Party of notice of any claim or of the commencement of any action
in
respect of which indemnity may be sought, the Indemnified Party will notify
the
Company in writing of the receipt or commencement thereof and the Company
shall
have the right to assume the defense of such claim or action (including the
employment of counsel reasonably satisfactory to the Indemnified Party and
the
payment of fees and expenses of such counsel), provided that the Indemnified
Party shall have the right to control its defense if, in the opinion of its
counsel, the Indemnified Party's defense is unique or separate to it as the
case
may be, as opposed to a defense pertaining to the Company. In any
event, the Indemnified Party shall have the right to retain counsel reasonably
satisfactory to the Company, at the Company's sole expense, to represent
it in
any claim or action in respect of which indemnity may be sought and agrees
to
cooperate with the Company and the Company's counsel in the defense of such
claim or action. In the event that the Company does not promptly
assume the defense of a claim or action, the Indemnified Party shall have
the
right to employ counsel to defend such claim or action. Any obligation pursuant
to this Annex shall survive the termination or expiration of the
Agreement.