February 2, 2005 PERSONAL AND CONFIDENTIAL Computer Access International, Inc.
Exhibit
10.2
A-Z
CONSULTING, INC.
“Catch
the Vision……..”
February
2, 2005
PERSONAL
AND CONFIDENTIAL
Computer
Access International, Inc.
000
Xxxxxxxxx Xxxx
X.
Xxxxxxxxx, XX 00000
Attn:
Xxx
Xxxxxx, President & CEO
Dear
Xx.
Xxxxxx:
This
letter agreement ("Agreement") confirms the terms and conditions of the
engagement of A-Z Consulting, Inc. ("AZC") by Computer Access International,
Inc. (the "Company") to render certain professional services to the Company:
1. Services.
AZC
agrees to perform the following services:
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(a)
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(b)
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Assist
with the preparation of Form D, Board resolutions, subscription agreements
and investor questionnaires pursuant to a private exempt offering
under
Regulation D;
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(c)
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Assist
with state filings in connection with proposed
offering;
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(d)
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Obtain
CUSIP number for issuer;
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(e)
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Assist
the Company in preparing its disclosures pursuant to NASD and National
Quotation Bureau requirements;
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(f)
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Assist
with general corporate consulting through the term as discussed
below;
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(g)
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Assist
in corporate cleanup work, including new board resolutions, officer
appointments and corporate tax
matters.
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2. Fees.
The
Company agrees to pay AZC for its services 2% of the outstanding common shares
of the Company, which represents approximately 400,000 shares.
Non-Dilution.
In
addition, the Company acknowledges the current ongoing corporate restructuring
and agrees that AZC will maintain the 2% level of ownership should additional
shares be issued at anytime during the six months following the date of signing
this agreement.
Regulation
D. If
applicable, the Company agrees to issue the shares due in connection with this
agreement in any open Regulation D offering.
3. Term.
The
term of this Agreement shall commence on February 2, 2005 and end 90 days from
this time. This agreement may be terminated by the Company with 30 days prior
written notice to AZC. If the Company terminates this Agreement prior to the
expiration of the Term, the Company shall pay to AZC all reasonable expenses
incurred, in accordance with Paragraph 5 hereof. Any obligation pursuant to
this
Paragraph 3, and pursuant to Paragraphs 2, 4, 5, 6 and 8 hereof, shall survive
the termination or expiration of this Agreement.
4. Expenses.
The
Company agrees to reimburse AZC for all of its reasonable out-of-pocket fees,
expenses and costs (including, but not limited to, legal, accounting, travel,
accommodations, telephone, translation, computer, courier and supplies) in
connection with the performance of its services under this Agreement,
upon
prior written approval.
All
such fees, expenses and costs will be billed at any time by AZC and are payable
by the Company when invoiced. Upon expiration of the Agreement any unreimbursed
fees and expenses will be immediately due and payable.
5. Indemnification.
In
addition to the payment of fees and reimbursement of fees and expenses provided
for above, the Company agrees to indemnify AZC and its affiliates with regard
to
the matters contemplated herein, as set forth in Exhibit A, attached hereto,
which is incorporated by reference as if fully set forth herein.
6. Matters
Relating to Engagement.
The
Company acknowledges that AZC has been retained solely to provide the services
set forth in this Agreement. In rendering such services, AZC shall act as an
independent contractor, and any duties of AZC arising out of its engagement
hereunder shall be owed solely to the Company. The Company further acknowledges
that AZC may perform certain of the services described herein through one or
more of its affiliates.
The
Company acknowledges that AZC is a consulting firm that is engaged in providing
financial advisory services. The Company acknowledges and agrees that in
connection with the performance of AZC's services hereunder (or any other
services) that neither AZC nor any of its employees will be providing the
Company with legal, tax or accounting advice or guidance (and no advice or
guidance provided by AZC or its employees to the Company should be construed
as
such) and that neither AZC nor its employees hold itself or themselves out
to be
advisors as to legal, tax, accounting or regulatory matters in any jurisdiction.
The attorneys and accountants that work for AZC are exclusively for AZC's
benefit. The Company shall consult with its own legal, tax, accounting and
other
advisors concerning all matters and advice rendered by AZC to the Company and
the Company shall be responsible for making its own independent investigation
and appraisal of the risks, benefits and suitability of the advice and guidance
given by AZC to the Company and the transactions contemplated by this Agreement.
Neither AZC nor its employees shall have any responsibility or liability
whatsoever to the Company or its affiliates with respect thereto.
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The
Company recognizes and confirms that in performing its duties pursuant to this
Agreement, AZC will be using and relying on data, material, and other
information (the "Information") furnished by the Company or their respective
employees and representatives. The Company will cooperate with AZC and will
furnish AZC with all Information concerning the Company and any Transaction,
Alternate Transaction or Financing which AZC deems appropriate and will provide
AZC with access to the Company's officers, directors, employees, independent
accountants and legal counsel for the purpose of performing AZC's obligations
pursuant to this Agreement. The Company hereby agrees and represents that all
Information furnished to AZC pursuant to this Agreement shall be accurate and
complete in all material respects at the time provided, and that, if the
Information becomes materially inaccurate, incomplete or misleading during
the
term of AZC's engagement hereunder, the Company shall promptly advise AZC in
writing. Accordingly, AZC assumes no responsibility for the accuracy and
completeness of the Information. In rendering its services, AZC will be using
and relying upon the Information without independent verification evaluation
thereof.
7. Governing
Law.
This
Agreement shall be governed by and construed in accordance with the laws of
the
State of Florida without regard to the conflict of laws provisions
thereof.
8. No
Brokers.
The
Company represents and warrants to AZC that there are no brokers,
representatives or other persons which have an interest in compensation due
to
AZC from any services contemplated herein.
9.
Authorization.
The
Company and AZC represent and warrant that each has all requisite power and
authority, and all necessary authorizations, to enter into and carry out the
terms and provisions of this Agreement and the execution, delivery and
performance of this Agreement does not breach or conflict with any agreement,
document or instrument to which it is a party or bound.
10. Miscellaneous.
This
Agreement constitutes the entire understanding and agreement between the Company
and AZC with respect to the subject matter hereof and supersedes all prior
understanding or agreements between the parties with respect thereto, whether
oral or written, express or implied. Any amendments or modifications must be
executed in writing by both parties. This Agreement and all rights, liabilities
and obligations hereunder shall be binding upon and insure to the benefit of
each party’s successors but may not be assigned without the prior written
approval of the other party. If any provision of this Agreement shall be held
or
made invalid by a statute, rule, regulation, decision of a tribunal or
otherwise, the remainder of this Agreement shall not be affected thereby and,
to
this extent, the provisions of this Agreement shall be deemed to be severable.
This Agreement may be executed in any number of counterparts, each of which,
shall be deemed to be an original, but such counterparts shall, together,
constitute only one instrument. The descriptive headings of the Paragraphs
of
this Agreement are inserted for convenience only, do not constitute a part
of
this Agreement and shall not affect in anyway the meaning or interpretation
of
this Agreement.
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Please
confirm that the foregoing correctly sets forth our agreement by signing below
in the space provided and returning this Agreement to AZC for execution, which
shall constitute a binding agreement as of the date first above
written.
Thank
you. We look forward to a mutually rewarding relationship.
A-Z
CONSULTING, INC.
COMPUTER
ACCESS INTERNATIONAL, INC.
By:______________________________
By:______________________________
Name:
R.
Xxxxx
Xxxxxxx
Name:
Xxx
Xxxxxx
Title:
Vice-President
Title: President
& CEO
Date:
February 2,
2005
Date:
February 2, 2005
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EXHIBIT
A: INDEMNIFICATION
The
Company agrees to indemnify AZC, its employees, directors, officers, agents,
affiliates, and each person, if any, who controls it within the meaning of
either Section 20 of the Securities Exchange Act of 1934 or Section 15 of the
Securities Act of 1933 (each such person, including AZC is referred to as
"Indemnified Party") from and against any losses, claims, damages and
liabilities, joint or several (including all legal or other expenses reasonably
incurred by an Indemnified Party in connection with the preparation for or
defense of any threatened or pending claim, action or proceeding, whether or
not
resulting in any liability) ("Damages"), to which such Indemnified Party, in
connection with providing its services or arising out of its engagement
hereunder, may become subject under any applicable Federal or state law or
otherwise, including but not limited to liability or loss (i) caused by or
arising out of an untrue statement or an alleged untrue statement of a material
fact or omission or alleged omission to state a material fact necessary in
order
to make a statement not misleading in light of the circumstances under which
it
was made, (ii) caused by or arising out of any act or failure to act, or (iii)
arising out of AZC's engagement or the rendering by any Indemnified Party of
its
services under this Agreement; provided, however, that the Company will not
be
liable to the Indemnified Party hereunder to the extent that any Damages are
found in a final non-appealable judgment by a court of competent jurisdiction
to
have resulted from the gross negligence or willful misconduct of the Indemnified
Party seeking indemnification hereunder.
These
indemnification provisions shall be in addition to any liability which the
Company may otherwise have to any Indemnified Party.
If
for
any reason, other than a final non-appealable judgment finding an Indemnified
Party liable for Damages for its gross negligence or willful misconduct the
foregoing indemnity is unavailable to an Indemnified Party or insufficient
to
hold an Indemnified Party harmless, then the Company shall contribute to the
amount paid or payable by an Indemnified Party as a result of such Damages
in
such proportion as is appropriate to reflect not only the relative benefits
received by the Company and its shareholders on the one hand and the Indemnified
Party on the other, but also the relative fault of the Company and the
Indemnified Party as well as any relevant equitable considerations.
Promptly
after receipt by the Indemnified Party of notice of any claim or of the
commencement of any action in respect of which indemnity may be sought, the
Indemnified Party will notify the Company in writing of the receipt or
commencement thereof and the Company shall have the right to assume the defense
of such claim or action (including the employment of counsel reasonably
satisfactory to the Indemnified Party and the payment of fees and expenses
of
such counsel), provided that the Indemnified Party shall have the right to
control its defense if, in the opinion of its counsel, the Indemnified Party's
defense is unique or separate to it as the case may be, as opposed to a defense
pertaining to the Company. In any event, the Indemnified Party shall have the
right to retain counsel reasonably satisfactory to the Company, at the Company's
sole expense, to represent it in any claim or action in respect of which
indemnity may be sought and agrees to cooperate with the Company and the
Company's counsel in the defense of such claim or action. In the event that
the
Company does not promptly assume the defense of a claim or action, the
Indemnified Party shall have the right to employ counsel to defend such claim
or
action. Any obligation pursuant to this Annex shall survive the termination
or
expiration of the Agreement.
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