Re: Advisory Agreement
June
5,
2007
Pinpoint
Recovery Solutions, Corp. Xxxxxx Xxxxx
Chairman
4350
W.
Cypress,
Tampa,
FL
(000)
000-0000
Re:
Advisory Agreement
Dear
Xxxxxx:
XXXXX
X.
XXXXX ("Advisor") is pleased to act as independent Advisor to Pinpoint Recovery
Solutions, Inc., ("Pinpoint" or the "Company") on the following
terms:
1. Engagement.
The Company hereby retains the Advisor to provide consulting services to the
Company, and the Advisor hereby agrees to provide such services to the
Company.
2. Services.
The Description of Work attached as Exhibit A to this agreement describes the
services to be performed by the Advisor. If the Company and the Advisor
anticipate the Advisor providing services in addition to those described in
Exhibit A, the parties may
amend
this agreement by attaching additional exhibits. In providing services under
this agreement
the Advisors will be acting as independent contractor, not an:employee of the
Company.
3. Compensation.
As compensation for services to be provided by the Advisor under this agreement,
attached as Exhibit B, the Company shall as of the date of this agreement,
without any conditions, contingencies, for the value of services performed,
convey to Xxxxx X. Xxxxx, 203,500 shares (equal to 4.0% of the post financing
Company based upon a $4.5 million private placement financing as currently
contemplated) of Pinpoint Recovery Solutions, Inc. common stock, par value
$0.001 per share. The Company shall furnish the Advisor with the shares upon
execution of this letter agreement, but in no event later than 10 calendar
days
after the execution date of this agreement. On receipt of the shares, the Shares
will be validly issued, fully paid and nonassessable, and free from all taxes,
liens and charges.
4. Term.
Subject to section 10, the term of this agreement will commence on the date
written above and will end on December 31, 2008.
5. Allocation
of Time and Energies. The Advisor shall perform diligently any services that
they provide under this agreement. The Advisor will not be required to devote
a
set number of hours in any given time period to performing services under this
agreement.
6. Indemnification:
Contribution. Subject to section 7, the Company shall indemnify the Advisor,
their respective affiliates, and the officers, directors, agents, employees
and.
controlling persons of each such affiliate (each of the foregoing, an
"Indemnified Person") to the fullest extent permitted by law from and against
any and all losses, claims, damages, expenses (including reasonable fees and
disbursements of counsel), actions, proceedings, investigations, inquiries
or
threats thereof (all
of
the
foregoing being hereinafter referred to as "Liabilities"), based upon, relating
to, or arising out of its services hereunder, except that the Company will
not
be required to indemnify the Advisor with respect to any Liabilities if it
has
been finally judicially determined that those Liabilities resulted from the
willful misconduct, bad faith or gross negligence of the Indemnified Person
seeking indemnification.
7. Limitation
of Liability. Neither party shall under any circumstances be liable for any
consequential, indirect, special, incidental or exemplary damages, including
without limitation, any loss of revenues, profits, or business or other economic
loss arising out of or in connection with the services provided hereunder.
The
Advisor's liability under this agreement will be limited to the value of the
Shares as of the date of this agreement.
8. Other
Advisory Clients. The Company acknowledges that the Advisor and affiliates
of
the Advisor are in the business of providing services and consulting advice
to
others. Nothing contained in this agreement is to be construed to limit or
restrict the Advisor in conducting any business with others or in rendering
advice to others.
9. Expenses.
The Company shall promptly reimburse the Advisor for any expense incurred by
the
Advisor, if such expense is authorized by and incurred at the behest of, the
Company and in connection with any services performed by the Advisor under
this
agreement. The Company will reimburse Advisor for said expenses within 10
business days of providing an invoice to Company for any such
expenses.
10. Termination.
Either party may terminate this agreement for any reason on 60 days' prior
notice to the other party. However, all compensation provisions of this
agreement will survive such termination and all compensation agreed will be
provided, without an ability of rescission, to Advisor.
11. Miscellaneous.
Oregon law governs all matters arising out of this agreement, including
any tort claims, without giving effect to principles relating to conflicts
of
law. This agreement may not be amended or otherwise modified except by an
instrument signed by all parties. If any provision hereof is determined to
be
invalid or unenforceable in any respect, that determination will not affect
that
provision in any other respect or any other provision of this agreement, which
will remain in full force and effect.
If
this
agreement correctly reflects the terms we have agreed to, please sign a copy
of
this agreement in the space provided below and return it to the
Advisor.
XXXXX.
X.
XXXXX
____________________________
____________________________
Xxxxxx
Xxxxx, Chairman
This
Amendment amends that certain Advisory
Agreement, dated as of June 5, 2007 (the “Effective Date”), by and between Xxxxx
X. Xxxxx and Pinpoint Recovery Solutions Corp. as set forth herein.
Paragraph
3 of the Advisory Agreement is deleted in its entirety and replaced by the
following:
3. Compensation.
As
compensation for services to be provided by the Advisor under this agreement,
attached as Exhibit B, the Company shall as of the date of this agreement,
without any conditions, contingencies, for the value of services performed,
convey to Xxxxx X. Xxxxx, 250,000 shares of Pinpoint Recovery Solutions, Inc.
common stock, par value $0.001 per share. The Company shall furnish the Advisor
with the shares upon execution of this letter agreement, but in no event later
than 10 calendar days after the execution date of this agreement, unless
otherwise agreed to by the parties. On receipt of the shares, the Shares will
be
validly issued, fully paid and nonassessable, and free from all taxes, liens
and
charges.
The
terms
of this Amendment are deemed to be a part of the Advisory Agreement, and is
effective and enforceable by the parties thereto, and is dated, as of the
Effective Date. The Advisory Agreement is amended only as expressly set forth
in
this Amendment; all other terms and conditions of the Advisory Agreement shall
remain in full force and effect except as so expressly amended.
XXXXX.
X.
XXXXX
____________________________
____________________________
Xxxxxx
Xxxxx, Chairman
