ACB Analytics Professional Services Agreement September 2006
ACB
Analytics
September
2006
Table
of Contents
| 1. |
Contract
of work
|
| 1.1. |
Contractual
terms
|
| 1.1.1. |
Confidentiality
|
| 1.1.2. |
Defining
the scope of work
|
| 1.1.3. |
Professional
fees
|
| 1.1.4. |
Terms
of settlement
|
| 1.1.5. |
Retainer
|
| 2. |
Scope
of work
|
| 2.1. |
Appointment
as Interim Chief Financial Officer and Principal Financial Officer
|
| 2.2. |
Response
to SEC regarding comments to the SB-2 Registration Statement
|
| 2.3. |
Total
scope of work
|
| 3. |
Additional
services
|
ACB
Analytics
September
2006
ACB
Analytics
Vancouver
Faceprint
Global Solutions
0000
X.
Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxx,
XX 00000
Attention:
Xxxxxx Xxxx, CEO
Dear
Xx.
Xxxx,
As
per
our preliminary discussion regarding the provision of financial analysis
services for Faceprint Global Solutions (Faceprint), please see the terms of
service and the preliminary scope of work.
1. Contract
of Work
ACB
Analytics (ACB) offers financial analysis services to individual and corporate
clients. ACB is unincorporated and privately owned and managed by Canon Xxxxx
of
Vancouver, Canada. It is hereby proposed to enter into contract for such
services as are delineated below, and as necessary on an ongoing basis, beyond
those specifically addressed in this contract.
1.1. Contractual
terms
Parties
to this contract of work are bound by the following terms of
service:
1.1.1. Confidentiality
All
documents, materials, conversations are the private property of the respective
parties. Parties hereto agree not to disclose any such materials to any third
party without the others’ express written consent. Materials produced as a
result of this contract of work are the property of Faceprint, and cannot be
used by ACB without express written consent.
1.1.2. Defining
the scope of work
ACB
agrees not to perform any services without prior disclosure of the estimated
scope of work to Faceprint. If, at any time, during performance of services,
it
is estimated that the preliminary scope of work will be exceeded materially,
notification must be made to Faceprint.
Faceprint
agrees to provide timely disclosure of work that is subject to deadline.
Completion of work is subject to the availability of the resources of
ACB.
1.1.3. Professional
fees
Fees
for professional services rendered are charged at the rate of $75 United States
dollars per hour. This is referred to as the Professional
Fee.
Fees
for
corporate finance services are charged at the rate of 7% of the total amount
raised as a function of ACB’s involvement. This is referred to as the Success
Fee. Time sunk providing best-efforts advice, arranging introductions,
presentations, negotiations, and services generally performed for the purpose
of
arranging financing shall be charged to Faceprint at the Professional Fee.
The
Success Fee does not apply to any capital provided by Cornell Capital LP or
its
affiliates.
1.1.4. Terms
of
settlement
ACB
will
invoice the client for the Professional Fee on the final day of every month,
provided that billable hours have accrued and are outstanding. Settlement is
immediately upon receipt of invoice by way of wire transfer of
funds.
If
funds are not available at that time, settlement is to be made by way of
issuance of S8 shares and must include a risk premium to offset the potentially
depreciating value of this form of payment.
The
Professional Fee, when settled in S8 shares, shall be equal to $150 United
States dollars per hour, to reflect this risk premium.
The
quantity of S8 shares to be issued in satisfaction of the Professional Fee
outstanding must be equal to the amount of the Fee divided by the close price
of
the shares of FCPG as quoted by Bloomberg LP on the preceding business
day.
The
Success Fee is due and payable upon deposit of funds from the
investor.
1.1.5. Retainer
In
order
to secure this agreement, a retainer of 500,000 shares is hereby charged to
Faceprint. Settlement of this retainer, by way of filing of an S8 Registration
Statement with the SEC, is to be made immediately, and prior to the commencement
of work.
Subsequent
release of the shares, by way of board authorization, and any other regulatory
requirements, is to be made upon performance of this agreement with a value
equal to the value of the issuance. Therefore, if the value of this retainer
is
equal to $10,000 United States dollars, release of the shares shall be made
upon
performance by ACB of approximately 67 hours of work (at a rate of $150 per
hour) towards this agreement.
2. Scope
of work
It
is not
possible to determine the scope of work at this writing. I will attempt to
estimate the requirements of Faceprint, with no estimation of the scope. The
following is meant for discussion purposes only.
2.1. Appointment
as Interim Chief Financial Officer and Principal Financial Officer
Estimated
scope: unknown
2.2. Response
to SEC regarding comments to the SB-2 Registration Statement
Estimated
scope: unknown
2.3. Total
scope of work
Estimated
scope: unknown
3. Additional
services
Additional
professional services that ACB can provide are listed below. This list is not
exhaustive. Faceprint may request the performance of such services from time
to
time, in accordance with 1.1. (Contractual Terms) above.
| 1. |
Economic
modeling
|
| 1.1. |
Financial
forecasts
|
| 1.2. |
Financial
projections
|
| 2. |
Comptroller
services
|
| 2.1. |
Cost
analysis/restructuring
|
| 2.2. |
Detailed
budgeting
|
| 2.3. |
Management
information systems
|
| 2.4. |
Internal
control
|
| 2.5. |
Financial
statement preparation
|
| 2.6. |
Audit
preparation
|
| 2.7. |
Financial
performance analysis
|
| 3. |
Investment
counsel
|
| 3.1. |
Asset
management
|
| 3.2. |
Market
timing
|
| 3.3. |
Hedge
strategies
|
| 4. |
Corporate
governance
|
| 4.1. |
Shareholder
rights
|
| 4.2. |
Proxy
solicitations
|
| 4.3. |
Class
action lawsuits
|
| 5. |
Corporate
finance
|
| 5.1. |
Merchant
banking liaison
|
| 5.2. |
Investor
presentations
|
| 5.3. |
SEC
registration
|
| 6. |
Business
plan writing
|
| 6.1. |
Abstract
|
| 6.2. |
Business
plan
|
| 6.3. |
Feasibility
study
|
| 6.4. |
Researched
documentation
|
| 7. |
Insolvency
repair
|
| 7.1. |
Business
repair
|
| 7.2. |
Receivership
advice
|
| 7.3. |
Debtor
rights
|
| 7.4. |
Debt
restructuring
|
If
you
are in agreement with the above terms and conditions please sign below as
indicated.
Sincerely
yours, Acknowledged
and Accepted
| /s/ Canon Xxxxx | _______________________ | |
| Canon Xxxxx | Xxxxxx Xxxx | |
| ACB Analytics | Faceprint Global Solutions | |
| September 25, 2006 | _______________________ | |
| Date | Date |
Appendices
