Agency Agreement in Connection
with Capital Stock Purchase Transaction
This is to confirm that you (?Principal?) have designated and appointed
▇▇▇▇▇ ▇▇▇▇▇ as your Agent in connection with your sale of issued and
outstanding shares of the common stock of ProGuard Acquisition Corp., a
publicly held Florida corporation, (the ?Common Stock?) to participate
in the purchase of a total of as much as 2,350,000 shares of Common
Stock to be acquired in an option exercise purchase transaction. It is
agreed and acknowledged that ▇▇▇▇▇ ▇▇▇▇▇ will act as your Agent
(?Seller?s Representative?) in undertaking and carrying out all things
necessary to secure the net sale proceeds on your behalf as well as on
his own behalf.
You hereby appoint ▇▇▇▇▇ ▇▇▇▇▇, (the ?Seller?s Representative?) to give
and receive notices on your behalf and to be your exclusive
representative with respect to any matter arising with respect to the
transaction contemplated by this agreement and to undertake the duties
and responsibilities as your agent and attorney-in-fact. This power of
attorney is coupled with an interest and is irrevocable. The Seller?s
Representative shall not be liable to anyone for any action taken or not
taken by it in good faith or for any mistake of fact or law for anything
that he may do or refrain from doing in connection with his obligations
under this Agreement in the absence of his own gross negligence or
willful misconduct. Any action taken or not taken pursuant to the
advice of counsel shall be conclusive evidence of such good faith. You
shall, jointly and severally, as a Seller in the contemplated
transaction, indemnify and hold the Seller?s Representative harmless
from any and all liability and expenses (including, without limitation,
counsel fees) which may arise out of any action taken or omitted by it
as Seller?s Representative in accordance with this Agreement except such
liability and expense as may result from the gross negligence or willful
misconduct of the Seller?s Representative. Section 8 of the
corresponding Amended Stock Purchase Escrow Agreement incorporated
herein as if set out in full hereinafter. The Principal specifically
agrees to such inclusion, intending to be bound thereby.
This Agency Agreement is entered into for the purpose of simplifying and
facilitating the stock option exercise purchase transaction envisioned
and to eliminate excessive activities and potential delays which are
both foreseeable and avoidable by having a single authorized entity
acting in the matter in your interest as well as in his own interest.
Please acknowledge your appointment of ▇▇▇▇▇ ▇▇▇▇▇ as your Agent in this
regard by executing this letter where indicated at the lower left and
then returning the executed original for our file.
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ACKNOWLEDGED AND AGREED:
, Principal 11/ /2006
Print Name:
