TOTAL 20711 Sterlington Dr.
EXHIBIT
10.05
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TOTAL
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00000
Xxxxxxxxxxx Xx.
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C
F O
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Land
O’Lakes, FL 34638
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COMPREHENSIVE
FINANCIAL OUTSOURCING
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Phone: 000.000.0000
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Fax: 000.000.0000
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CONFIDENTIAL
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November
23, 2009
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Dear Xx.
Xxxxx,
This
letter agreement confirms our understanding that Shades Holdings, Inc. (the
"Company") has engaged Total CFO, LLC ("CFO"), on a needed basis, to act as
financial consultants with respect to performing back office services such
as:
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·
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Establishing
chart of accounts
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·
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Setting
up accounting policies and procedures with adequate
controls
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·
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Providing
payroll and benefits services
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·
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Compiling
and reviewing general monthly
accounting
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·
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Reviewing
and.
reconciling monthly statements
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·
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Preparation
of Tax Returns for the Company
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In
connection with CFO's engagement, the company with furnish CFO with all
information concerning the Company which CFO reasonably deems appropriate and
will provide CFO with access to the Company's officers, directors, employees,
accountants, counsel, and other representatives (collectively, the
"Representatives"), it being understood that CFO will rely solely upon such
information supplied by the Company and its Representatives without assuming any
responsibility for independent investigation or verification thereof. All
non-public information concerning the Company which is given to CFO will be used
solely in the course of the performance of our services hereunder and will be
treated confidentially by us for so long as it remains non-public. Except as
otherwise required by law, CFO will not disclose this information to a third
party without the consent of the Company.
As
compensation for our services hereunder, the Company agrees to pay CFO 50,000
shares of common stock in Shades Holdings Inc.
In
connection with this engagement, CFO is acting as an independent contractor with
duties owing solely to the Company. Our engagement by the Company is for the
limited purposes set forth in this letter, and the rights and obligation of each
of the CFO and the Company are defined by this letter agreement. Each of CFO and
the Company agrees that the other party has no fiduciary duty to it or its
stockholders, member, officers, and directors as a result of the engagement
described in the agreement. This agreement shall be
governed by and construed in accordance with the laws of the State of Florida,
without
regard to conflicts of law principles thereof. This agreement may not be amended
or modified except in writing signed by each of the parties
hereto.
This
agreement may be terminated by either party hereto upon 30 days' prior written
notice and, in the case of termination by the Company, payment in full of all
amounts due to CFO through and including the date set for termination. The term
of this agreement will be one year. Upon the term expiration both parties will
review the engagement and decide its future course and terms.
We are
delighted to accept this engagement and look forward to working with you on this
assignment. Please confirm that the foregoing is in accordance with your
understanding by signing and returning to us the enclosed duplicate of this
agreement.
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Very
truly yours,
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Total
CFO, LLC
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By:
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/s/ Xxxx X. Xxxxxxxx
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Name:
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Xxxx X. Xxxxxxxx
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Title:
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Mgr Director
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Accepted
and Agreed to as of the date first written above:
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By:
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/s/ Xxxx X. Xxxxx
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Name:
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Xxxx X. Xxxxx
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Title:
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President
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