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EXHIBIT 10.13
CORPORATE CAPITAL MANAGEMENT, L.L.C.
00000 XXXXXXXXX XXXXXX, XXXXX 000
XXXX XXXXXXX, XX 00000
TEL (000) 000-0000 FAX (000) 000-0000
SEPTEMBER 26, 2003
SECURED SERVICES, INC.
0000 XXXXX XXXXXXX XXXX XXXX
XXXXX 000
XXXXXXXX, XXXXXXX, XXXXXX X0X 0X0
GENTLEMEN:
When executed by the undersigned where indicated below, this letter will form an
Advisory Agreement (the "Agreement") for a 24-month period commencing September
26, 2003 between CORPORATE CAPITAL MANAGEMENT, L.L.C. a Minnesota limited
liability company("CCM") and SECURED SERVICES, INC. (SSI), whereby CCM will
provide certain advisory and consulting services to SSI on a non-exclusive
basis.
SSI acknowledges that it is engaging CCM on a best effort basis.
1. CONSULTING AND ADVISORY SERVICES:
(a) CCM will assist SSI in identifying potential merger and/or acquisition
candidates. CCM will assist SSI in contacting pre-approved target companies and
help with structuring such transaction. (b.) CCM will provide SSI on an ongoing
basis, general consulting services including but not limited to; (i.) assisting
the company in developing institutional sponsorship for it's stock, (ii.)
developing retail brokerage participation, (iii.) help the company develop
research coverage, (iv.) introducing additional market makers to the stock and,
(v.) assisting the company with general business and financial matters. (c.) CCM
will assist SSI on an on-going, non exclusive basis identifying placement
agents, underwriters, lenders, venture capital, investment banking companies and
other strategic investors that may provide SSI with financing or that may agree
to assist SSI in equity or debt offerings. (d.) CCM will assist SSI with the
identification of new business development opportunities including but not
limited to (i) distribution channels, (ii) new strategic marketing,
co-marketing, OEM or private label agreements, or (iii) new technology, hardware
or software partners or equipment. (b) CCM will provide monthly activity reports
to SSI's Chairman, CEO or designate, due on the 2nd business day of the
following month, describing the activities and status of the activities that CCM
is engaged in on SSI's behalf.
2. COMPENSATION:
(a) CCM will receive unregistered and restricted shares of SSI common stock as
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follows: approximately 100,000 shares upon the signing of this agreement,
prorated based on the coincidental closing of one million dollars in additional
equity, and 50,000 shares on the first day of each calendar quarter (Jan 1,
April 1, July 1, and October 1) during the term of this agreement. In the event
of a sale of all or substantially all of the assets of SSI or the merger of SSI
with or into another corporation in a transaction in which the shareholders of
SSI prior to the merger receive less than 50% of the shares of the surviving
corporation and fewer than 50% of the directors of the surviving corporation
were directors of SSI prior to the merger or in the event that there is a change
in the majority of the directors of SSI as a consequence of market purchase of
SSI securities or any other transaction not approved by the directors of SSI
prior to the transaction, then all of the shares due to CCM under this Agreement
which have not previously been issued shall immediately be issued to CCM. CCM
shall also receive reimbursement for reasonable travel and necessary out of
pocket business expenses; provided that expenses exceeding $500.00 shall require
advance approval of SSI.
(b) CCM hereby represents and warrants that it is an accredited investor as
defined in Regulation D of the Securities and Exchange Commission, and is
acquiring the shares to be received hereunder for investment and without a view
to distribution and acknowledges that all such shares will bear an appropriate
restrictive legend, as determined by counsel for SSI.
3. REGISTRATION OF SHARES:
SSI shall file a Registration Statement on Form S-3 covering the 100,000 shares
to be issued at the execution of this agreement and shall file subsequent
Registration Statements on Form S-3 covering the issuance of the first and
second 200,000 shares to be issued in quarterly installments, hereunder. After
filing any of the foregoing registration statements, SSI shall use its best
reasonable efforts to have such registration statements declared effective as
soon as practicable after the filing thereof. In addition, if SSI shall file any
other Registration Statements on Form S-3 it shall notify CCM of those filings
and provide it with an opportunity to include any then unregistered shares in
such registration statement. The cost of the foregoing registrations statements
shall be borne entirely by SSI. If the company fails to register the shares
according to this agreement, the company shall provide CCM with legal opinion if
available to sell shares under Rule 144 at the company's expense.
4. TERM OF AGREEMENT:
The term of this Agreement shall commence on September 26, 2003 and the signing
by both parties to the Agreement on September 26, 2003 shall be in effect for 24
months (October 1 2003 through October 1 2005). CCM's compensation shall survive
termination of this Agreement for any partial quarter from the termination date.
This agreement shall be considered an "at will" contract and is thus cancelable
by either party at any time by written notification (certified mail). Upon any
termination of this Agreement the obligation to issue future shares of SSI
common stock shall terminate.
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5. INDEMNIFICATION:
CCM and SSI agree to indemnify and hold each other harmless against claims
resulting from actions or omissions in connection with this engagement or
arising out of willful misstatement of material facts by the other party or its
affiliates or representatives.
6. GOVERNING LAW:
This Agreement shall be governed by the laws of the State of NEW YORK.
7. SIGNATURES:
By their authorized signature below, CCM and SSI do agree to be bound by the
terms of this Agreement. This Agreement may be signed in counterparts, including
fax signatures. Changes in the terms and conditions of this Agreement may be
enacted only with mutual written consent.
8. ACCEPTANCE OR REJECTION BY SSI:
SSI shall have the exclusive right, in its sole discretion, to accept or reject
any business opportunity, credit facility, investment or advice presented,
discovered or procured by CCM pursuant to this Agreement. In the event of a
rejection by SSI, for any reason, CCM shall not be entitled to any of the
compensation that would have been payable hereunder if the transaction had been
consummated. CCM is, furthermore, not authorized to enter into any agreements
with any person or entity on behalf of SSI.
9. CONFIDENTIALITY:
In the course of rendering the services provided for in this Agreement, CCM will
learn and may develop information which is considered by SSI to be confidential.
CCM agrees not to use or disclose such confidential information, except for the
purpose of performing its duties hereunder, without the express written consent
of SSI.
ACCEPTED FOR SECURED SERVICES, INC.
/s/ Xxxxxxx Xxxxxxxx 26/11/03
____________________ __________
Xxxxxxx Xxxxxxxx, Chairman Date
ACCEPTED FOR CORPORATE CAPITAL MANAGEMENT L.L.C.
/s/ Xxxx Xxxxxx 11/18/03
____________________ __________
Xxxx Xxxxxx, President Date
