October 1, 2001
Xx. Xxx Xxxxxxxx
Genesis Technology Group, Inc.
000 Xxxxxxxx Xxxxxx, Xxxxx 0000
Xxxx Xxxx Xxxxx, XX 00000
Dear Xxx:
Thank you for the opportunity to be of service to you. This letter and the
accompanying attachments outline the terms of our engagement, as we understand
them. Please indicate your agreement by signing in the space provided at the end
of this letter and returning the original to us. The enclosed copy is for your
records.
SCOPE OF ENGAGEMENT
We are being engaged to:
Act as part-time chief financial officer/controller for Genesis Technology
Group,Inc. and Subsidiaries
Exercise due care in assuring that all revenues due you are collected, only
legitimate expenses are paid, and all assets under our management are
safeguarded.
Assemble your annual and quarterly financial statements,which include a balance
sheet, statement of operations,statement of stockholders' equity, and a
statement of cash flows for specific periods for the companies listed above.
Assist management in the preparation of financial statements and work papers
related to annual financial audits and quarterly SEC filings. SEC filings shall
include quarterly 10-Q reports, financial portions of 10-K report and,
management's discussion and analysis.
Summarize such adjusting entries as management deems necessary to reflect
non-monetary transactions (e.g., depreciation, capitalization of costs, loan
amortization, intercompany transactions, etc.).
Assist and train bookkeeper in preparing monthly listings and summary of all
bills and payments made, and account reconciliation's as considered necessary.
We do not undertake to, and will not, provide any opinion or form of assurance
on the financial statements we assemble in connection with these services and,
accordingly, we do not undertake to make inquiries or perform other procedures
to verify, corroborate, or review information supplied by you. Our engagement to
assemble financial statements cannot be relied upon to disclose errors,
irregularities, or illegal acts, including fraud or defalcation that may exist.
FINANCIAL TERMS
Our fees for the above services will be billed at our standard hourly rate of
$95 plus out of pocket expenses. Our fee for these services will be $2,000 per
month. Unforeseen complexities in the data or applicable regulations could
result in a fee adjustment, but we will discuss any changes with you in advance.
Invoices will be sent monthly and are payable upon presentation. Lack of payment
may result in our termination of services until your account is fully paid.
As additional compensation, we will be granted a stock option to purchase
240,000 shares of common stock of Genesis Technology Group, Inc. at an exercise
price of $.35 per share. The common shares underlying the stock option shall be
registered pursuant to an S-8 filing.
Our Standard Engagement Terms are attached and incorporated herein by reference.
Please review these terms carefully.
We appreciate your trust and confidence in our professional services. If we can
answer any questions regarding this engagement or our fees, or explain any of
our other services, please do not hesitate to contact us.
If the foregoing is consistent with your intentions and understanding, please
sign this letter in the space provided and return it to us.
Regards,
/s/ Xxxx Xxxxxxxxx
Xxxx Xxxxxxxxx
CFO Oncall, Inc.
I understand and agree with the provisions outlined above.
/s/ Xxxxxxx Xxxxxxxx 10/1/01
Signature Date
Print Name: Xxxxxxx Xxxxxxxx
STANDARD ENGAGEMENT TERMS
The following terms govern the engagement between the addressee of the
accompanying engagement letter (You) and CFO Oncall, Inc. (CFO).
CONFIDENTIALITY
CFO treats all Client relationships as confidential and will not disclose your
financial or tax information to anyone outside of CFO without your written
permission except as required by law or regulation. Your permission may be
granted by identifying the parties (e.g. financial advisor, attorney, banker,
etc.) to whom disclosure is permitted below, or by other written correspondence.
CFO further agrees to bind its employees and subcontractors to the terms and
conditions of this Agreement.
--------------------------- ------------------------- -----------------------
CLIENT PROVIDED INFORMATION
You represent that all information provided to CFO is accurate and complete to
the best of your knowledge. Further, if these services involve tax return
preparation, you represent that unless CFO is otherwise advised in writing or
acts as your business manager, you possess the required supporting documentation
for such tax deductions as travel, entertainment, business gifts, charitable
contributions, automobile usage, etc. CFO is not responsible for any additional
tax, penalties or interest that might result from the lack of documentation for
such deductions upon audit.
PROFESSIONAL JUDGMENT
CFO will use its professional judgment in applying tax, accounting, or other
rules applicable to this engagement. Wherever there are conflicting, reasonable
interpretations of the rules, we will advise you of the possible positions you
might take and follow the position you request as long as it is consistent with
applicable professional, statutory or regulatory standards. Should the positions
taken result in additional taxes, penalties, fines, interest or any other
damages, we assume no responsibility for such costs.
CHANGES OR MODIFICATIONS IN SCOPE OF ENGAGEMENT
Should the scope of the engagement change, CFO will prepare a Change Order
letter outlining the necessary changes and the modification of fees. CFO will
not proceed with the modified scope without your prior approval. Fee increases
resulting from Change Orders will be billed immediately and are due upon
receipt.
BINDING ARBITRATION
In the event that a fee dispute arises at any time between CFO and you that
cannot be resolved through discussion or mediation, you agree to submit to
binding arbitration under the commercial arbitration rules of the American
Arbitration Association. Neither you nor CFO may claim or receive any amount as
punitive, exemplary, or consequential damages. The arbitrator shall award the
winning party in the dispute its reasonable costs, expenses, and attorney fees.
The decision of the arbitrator shall be binding on both CFO and you. However, if
a claim has been made or is anticipated to be made by a third party relating to
these services, and that third party does not agree to arbitration, CFO can
elect not to arbitrate so that all claims may be decided in one forum.
TERMINATION OF ENGAGEMENT
Unless otherwise stated in the accompanying engagement letter, this engagement
may be terminated upon thirty (30) days written notice by either party;
provided, however, that these Standard Engagement Terms shall survive the
termination of this engagement.
WORKPAPER OWNERSHIP
All documents and work papers, including, but not limited to, data in electronic
form, which emanate from the services performed by CFO remain the sole property
of CFO. CFO retains its work papers at its discretion and does not retain
superseded materials.
ORIGINAL CLIENT RECORDS
Unless otherwise noted in the accompanying engagement letter, you are
responsible to retain original documents as may be necessary to justify reported
revenues, expenses, etc. CFO may choose to retain selected copies of documents
in its work papers.
LIMITATIONS ON SCOPE OF ENGAGEMENT AND VERIFICATION OF INFORMATION
Unless otherwise stated in the accompanying engagement letter, CFO will not
audit or otherwise verify the information provided by you or third parties. This
engagement cannot be relied upon to disclose errors and irregularities,
including fraud or misappropriation of assets that may exist. However, CFO will
inform you of irregularities that come to its attention, unless they are
inconsequential.
INDEMNIFICATION FOR MANAGEMENT MISREPRESENTATION
If we incur legal fees as a result of our reliance on any false representation
by you, you agree to reimburse us for all of our legal fees and related costs of
defense.
