trilogy capital partners inc. [LOGO]
LETTER OF ENGAGEMENT
PERFISANS HOLDINGS, INC.
JANUARY 1, 2004
The following sets forth the agreement for the engagement of Trilogy Capital
Partners, Inc. ("Trilogy") by the Perfisans Holdings, Inc. ("PFNH" or the
"Company").
TERM: Twelve months, commencing on execution of agreement,
month to month thereafter.
OBJECTIVE: The development and implementation of a highly
proactive financial marketing program. In addition,
to the extent necessary, Trilogy will assist PFNH in
Business Development, Business Acceleration and any
attendant Corporate Finance in association with the
Company's investment bankers.
THE PROGRAM: The financial marketing program structured and
implemented by Trilogy is designed to create
extensive financial market and investor awareness for
PFNH to drive long-term shareholder support. The core
drivers of the program are creating institutional and
retail buying in the Company's stock through a highly
aggressive sales and marketing program emphasizing
technology-driven communications coupled with 1-to-1
selling and leveraging PFNH's image to attract
additional long term investors and to create
additional opportunities in M&A and Business
Development. As share price is affected by various
factors, no assurance can be given that the marketing
program will result in an increase in the Company's
stock price.
RESPONSIBILITIES: In addition to financial marketing and financial
public relations, Trilogy will assume all
responsibilities of an in-house Investor Relations
Officer for PFNH on a full turnkey basis, including
the generation all corporate and shareholder
communications, retail and institutional investor
contact and media. Trilogy will work in conjunction
with and under the supervision of the Company's
management, securities counsel, investment bankers
and auditors with strict compliance to all securities
regulations, including Regulation FD as recently
promulgated by the Securities and Exchange
Commission.
ENGAGEMENT LETTER
JANUARY 1, 2004
PAGE 2...
o Campaign Development and Execution
o Press Announcements: drafting, approval and
distribution
o Database Development and Management
o Image Analysis: recommendations and
implementation
o Messaging: institutional and retail
o Online presentations: drafting and
production responsibilities
o Website Overhaul - installation and
maintenance of auto IR program in
conjunction with vendor
o Strategic Alliances Development
o Email messaging: targets: Retail and
Institutional/Other databases
o Media including Interactives and
PowerPoints
o Direct Mail: shareholder, media, PFNH
relationship universe
o Public Relations
o Capital Conferences
INDEMNIFICATION: PFNH will indemnify Trilogy Capital Partners, Inc.
and affiliates. PFNH's indemnification of Trilogy is
set forth in Exhibit A and attached hereto.
RETAINER: $7500 per month with the first payment due on
execution.
MARKETING BUDGET: PFNH will issue 75,000 unrestricted common shares
which will be used for financial marketing purposes
at Trilogy's discretion. The 75,000 shares will be
deposited in a fully dedicated PFNH account with
SBI-USA, LLC with information regarding disbursements
available on request.
SERVICES/COSTS: The compensation paid to Trilogy under this agreement
will cover all costs for Trilogy personnel. Customer
travel and entertainment costs for Trilogy personnel,
in addition to certain third party costs, will be
borne by PFNH. Trilogy will not have the right or
ability to engage any third parties on PFNH's behalf
without express written approval from PFNH. In
addition, Trilogy will not incur any reimbursable
costs, in an individual amount of $500 or greater,
without express written approval from PFNH.
TERMINATION: On 30 days notice following the completion of the six
month commitment.
ENGAGEMENT LETTER
JANUARY 1, 2004
PAGE 3...
AGREEMENT This letter agreement is binding on the parties until
such time as a formal agreement is executed.
AGREED AND ACCEPTED:
PERFISANS HOLDINGS, INC.
By: /s/ To-Xxx Xxx
--------------------------
Its: President
--------------------------
TRILOGY CAPITAL PARTNERS, INC.
By: /s/ X X Xxxxxxxxx
--------------------------
Its: President
--------------------------
EXHIBIT A
INDEMNIFICATION PROVISIONS
PERFISANS HOLDINGS, INC. (the "COMPANY") unconditionally absolutely and
irrevocably agrees to and shall defend, indemnify and hold harmless Trilogy
Capital Partners, Inc. ("Trilogy") and each of its respective affiliates,
counsel, shareholders, employees, agents, representatives, contractors,
successors and assigns (Trilogy and such persons are collectively referred to as
the "TRILOGY'S INDEMNIFIED PERSONS") from and against, and shall reimburse the
Trilogy's Indemnified Persons for, each and every loss paid, imposed on or
incurred by the Trilogy's Indemnified Persons, directly or indirectly, relating
to, resulting from, or arising out of any inaccuracy in any document or
information provided by the Company or in any representation or warranty made by
the Company, whether or not the TRILOGY'S INDEMNIFIED PERSONS relied thereon or
had knowledge thereof, or any breach or nonfulfillment of any covenant,
agreement or other obligation of the Company under this Agreement or any
agreement or document pursuant hereto.
If any proceeding shall be brought or asserted under these provisions against an
indemnified party or any successor thereto (the "INDEMNIFIED PERSON") in respect
of which indemnity may be sought under these provisions from an indemnifying
person or any successor thereto (the "INDEMNIFYING PERSON"), the Indemnified
Person shall give prompt written notice of such proceeding to the Indemnifying
Person who shall assume the defense thereof, including the employment of counsel
reasonably satisfactory to the Indemnified Person, and the payment of all
reasonable expenses; provided that any delay or failure to notify the
Indemnifying Person shall relieve the Indemnifying Person of its obligations
hereunder only to the extent, if at all, that it is prejudiced by reason of such
delay or failure. In no event shall any Indemnified Person be required to make
any expenditure or bring any cause of action to enforce the Indemnifying
Person's obligations and liability under and pursuant to the indemnifications
set forth in these provisions. The Indemnified Person shall have the right to
employ separate counsel in any of the foregoing proceedings and to participate
in the defense thereof, but the fees and expenses of such counsel shall be at
the expense of the Indemnified Person unless the Indemnified Person shall in
good faith determine that there exists actual or potential conflicts of interest
which make representation by the same counsel inappropriate and the Indemnifying
Person refuse to provide separate counsel. In the event that the Indemnifying
Person, within five days after notice of any such proceeding, fails to assume
the defense thereof, the Indemnified Person shall have the right to undertake
the defense, compromise or settlement of such proceeding, for the account of the
Indemnifying Person, subject to the right of the Indemnifying Person to assume
the defense of such proceeding with counsel reasonably satisfactory to the
Indemnified Person at any time prior to the settlement, compromise or final
determination thereof by reimbursing the Indemnified Person for all fees and
costs incurred to date. Anything in these provisions to the contrary
notwithstanding, the Indemnifying Person shall not, without the Indemnified
Person's prior written consent, settle or compromise any proceeding or consent
to the entry of any judgment with respect to any proceeding; provided, however,
the Indemnifying Person may, without the Indemnified Person's prior written
consent, settle or compromise any such proceeding or consent to entry of any
judgment with respect to any such Proceeding that requires solely the payment of
money damages by the Indemnifying Person and that includes as an unconditional
term thereof, the release by the claimant or the plaintiff of the Indemnified
Person from all liability in respect of such Proceeding.
