[SCS letterhead]
October 5, 1999
Alpine Aviation, Inc.
0000 Xxxx Xxxx Xxxxx Xxxxxxx
Xxxxx, Xxxx 00000
Attention: Xx. Xxxxxx X. Xxxxxxxx
Chief Executive Officer
Re: Consulting Services Agreement respecting a proposal to take
Alpine Aviation, Inc., a Utah corporation ("Alpine
Aviation"), public pursuant to a "reverse" acquisition,
reorganization or merger (the "Reorganization") with a
publicly-held corporation (the "Public Company")
Dear Xx. Xxxxxxxx:
The following will express the general terms upon which
Xxxxx Consulting Services, Inc., ("SCS") will represent you in connection with
the proposed "reverse" Reorganization whereby Alpine Aviation will become a
publicly-held company.
SCS will, subject to your approval:
1. Identify a Public Company as a potential Reorganization
candidate into which Alpine Aviation shall merger or by which it shall be
acquired, with not less than 87% of the Public Company to be owned or
controlled by the stockholders of Alpine Aviation following closing of the
Reorganization. The Public Company shall have no liabilities.
2. Pay all costs associated with the Reorganization,
including legal and accounting expenses.
3. Engage securities counsel to gather and review all
material documentation respecting the Public Company and to advise SCS and
Alpine Aviation regarding its status and its viability as a candidate for the
Reorganization, and its past compliance with applicable federal and state
securities laws, rules and regulations (the "Rules and Regulations").
4. Subject to the acceptance of a Public Company selected,
to engage counsel at the expense of SCS to prepare all necessary documentation
to effect the Reorganization and to file all necessary documents required for
compliance with applicable federal and state Rules and Regulations.
5. If the Reorganization is closed as contemplated, to
assist the Public Company, at the expense of SCS, in locating broker/dealers
interested in "making a market" in the shares of the reorganized Public
Company; and to assist it in listing in Standard & Poor's Corporations Records
or Xxxxx'x, two nationally recognized financial manuals, with SCS to pay all
legal expenses and related costs, with the exception of the filing or listing
fees charged by these manuals.
SCS will expect the prior deposit of $150,000 as acceptance
of this proposal, and if for any reason you desire to terminate this
relationship prior to the closing of any Reorganization involving Alpine
Aviation and the Public Company, the amount remaining after the deduction of
prior expenses detailed herein, shall be refunded to you, together with an
accounting of such expenses. The total refund not to be less than $140,000.
If the Reorganization is completed, not less than 87% of the
reorganized Public Company shall be owned by the stockholders of Alpine
Aviation, and of the remaining 13%, 8.5% shall be owned by SCS and 4.5 % shall
be owned by the public stockholders.
You and your representatives shall fully cooperate with SCS
to the end that the Reorganization can be timely completed, and you shall
provide counsel to review all documentation requested or provided in
connection with the Reorganization on behalf of Alpine Aviation.
We would like to have the opportunity to bring CLB, Inc.
("CLB") into the reorganized Public Company for "restricted securities" in the
near future, and we would like the documentation concerning the Reorganization
to reflect this, on agreed terms. "Restricted securities" can be "registered"
for resale, subject to the approval of the reorganized Public Company, which
would be controlled by you. If you desire, CLB can be brought in now, along
with Alpine Aviation, with less dilution to you, and we would be happy to
discuss the advantages and disadvantages of this, along with some potential
tax benefits.
If the Reorganization is completed as contemplated, we would
like a first refusal to fund any new offerings or private placements singly or
by designation of duly registered broker/dealers.
If the foregoing meets with your approval, please sign below
or contact us so we can discuss this proposal.
Thank you very much.
Yours very sincerely,
/s/Xxxx Xxxxx
Xxxx Xxxxx, President
Agreed to this 20th day of October, 1999.
ALPINE AVIATION, Inc.
By/s/Xxxxxx X. Xxxxxxxx
Xxxxxx X. Xxxxxxxx, Chief Executive Officer
