AUTHORIZATION TO PERFORM BUSINESS VALUATION
THIS AGREEMENT ("Agreement") is entered into between IPA Advisory & Intermediary
Services, 0000 Xxxxxxx Xxxx., Xxxxxxx Xxxxx, Xxxxxxxx, an Illinois corporation
("Advisor"), and XX.Xxx, Inc., a Nevada corporation ("Client").
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Advisor will perform a Valuation of client business; prepare and deliver to
Client a Valuation Report. The non-exclusive services of Advisor shall include,
but not be limited to, taking any and all steps necessary to:
- Analyze and evaluate the worth of client business;
- Recast the business' financial statements, where necessary and
appropriate, to accurately reflect existing business conditions;
- Develop forecasts and pro forma financial statements for future years;
and
- Where possible, recommend changes to Client's accounting system,
operating systems, procedures and policies where, in Advisor's
professional judgment, the implementation of such changes would
increase the value and enhance the salability of client business.
Advisor will deliver the Valuation Report within 60 days subsequent to receipt
from Client of the past three years Financial Statements, and such other
information as is deemed necessary by Advisor, or from the on-site visit
(whichever occurs last).
The services provided hereunder shall not include accounting, legal, asset
appraisal, development and implementation of systems, procedures, or pricing
recommendations, business brokerage services, or estate and financial planning
services. If it is determined that any of these services are required, Client
may obtain such services under separate agreement with affiliates of Advisor, or
such other independent advisors as Client determines appropriate.
Advisor shall receive a professional services fee of US $ 37,500 .
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This fee is payable upon execution of this authorization.
Advisor shall not make public or disclose to anyone outside of Advisor's
organization, affiliated companies, or independent sources, without express
authorization of Client, any information concerning Client's identity,
customers, markets, products, financial history or current financial
circumstances.
Please initial each item below indicating your understanding:
X No estimate of value (or indicated minimum value) for the business has been
---- provided, nor will be provided prior to the presentation of the Valuation
Report.
X No assurance or guarantee was given that the business would be sold, or
---- financing obtained, by virtue of the Valuation services herein
contemplated.
X No assurance or guarantee was given that Advisor has a specified buyer for
---- Client.
It is understood that Advisor is an independent valuation company and will
Present an unbiased Valuation utilizing the following:
- Market research
- Historical accounting & operating information
- Market conditions
- Economic conditions
- Competitor analysis
- Information provided by Client
- Application of professional standards for business
valuation
Nothing in this Agreement shall be construed to constitute a partnership
between, or joint venture by, the parties hereto, or constitute either party as
the agent or employee of the other.
Client shall indemnify Advisor and each of its affiliates, officers, employees
and agents against any loss resulting from any claim or legal proceeding
whatsoever, asserted or brought by third parties, relating to the performance of
any services of Advisor under this Agreement.
THIS IS NOT AN AGREEMENT TO UNDERTAKE THE SALE OF CLIENT BUSINESS AND ADVISOR
MAKES NO REPRESENTATIONS, EXPRESS OR IMPLIED, THAT THE BUSINESS WILL BE SOLD BY
VIRTUE OF THE SERVICES CONTEMPLATED TO BE RENDERED UNDER THIS AGREEMENT.
It is expressly agreed that this printed document embodies the entire agreement
of the parties in relation to the subject of Business Valuation Services to be
rendered by Advisor; no other understanding or agreement, verbal or otherwise,
exists between the parties, except as herein expressly set forth. No
supplement, modification, or amendment of this Agreement shall be binding unless
executed in writing and expressly agreed to by the parties.
It is agreed that exclusive jurisdiction shall vest in the Nineteenth Judicial
District of Lake County, Illinois, Illinois law applying.
Client: XX.Xxx, Inc. Advisor: IPA Advisory & Intermediary
------------------------- Services, Inc.
By: /s/ Xxxxxxx X'Xxxx
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Print Name: Xxxxxxx X'Xxxx By:
--------------------- ----------------------------------
Title: President Title:
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Date: 12/8/99 Date:
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IPA Advisory & Intermediary Services - 0000 Xxxxxxx Xxxx., Xxxxxxx Xxxxx,
Xxxxxxxx 00000 - (000) 000-0000 - Fax: (000) 000-0000
INTERNATIONAL PROFIT ASSOCIATES, INC.
0000 Xxxxxxx Xxxxxxxxx, Xxxxxxx Xxxxx, Xxxxxxxx 00000
Management Consultants
0-000-000-0000 - Fax # 000-000-0000
================================================================================
Address 0000 X. Xxxxxxx Xx. #000 Telephone (000) 000-0000 x000
------------------------------------ -------------------------
City Mesa State AZ Fax (000) 000-0000
---------------------- -------------- --------------------------------
Zip Code 85205 County Maricopa Date 12/8/99
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We engage you to analyze the items below and appraise their effect on our volume
and profit.
1. Sales and Marketing 5. Labor Costs 9. Material Flow
2. Operations 6. Overhead 10. Cash Flow
3. Administration 7. Productivity 11. Any Other Unique Concerns
4. Material Costs 8. Overtime
It is agreed that you will discuss:
A. The improvements possible.
B. Estimated net benefits to us of making necessary improvements.
C. The fee for your services to install the improvements.
You are authorized, and we agree, to make a comprehensive study of our company
beginning December 9, 1999 for which we agree to pay International Profit
--------------------
Associates twelve hundred dollars. This represents your full fee for this
analysis. The fee will be payable upon satisfactory completion of the analysis.
All information obtained by I.P.A. during the course of the analysis shall be
held in strictest confidence.
Accepted:
International Profit Associates Yours very truly,
/s/ Xxxxxxx X. McCle X.X.Xxx, Inc.
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By Company name
Senior Executive /s/ Xxxxxxx X'Xxxx
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Title Authorized by
---------------- President
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No. Title
Employees Estimated Annual Volume
23 $15,000,000
PROFIT ENGINEERING
