SOUTHEAST
FINANCIAL
HOLDINGS, INC.
--------------- | | |
0000 XXXXX XXXXXXX XXXXX
XXXXXX, XX 00000
000-000-0000
FAX: 000-000-0000
AGREEMENT
The following are the terms and conditions for Southeast Financial Holdings,
Inc., hereafter referred to as SFH, Inc., providing consulting services to the
management and directors of Neighbor's Bancshares, Inc.
I. SERVICES AND DUTIES
(A) TIMETABLES
SFH, Inc. will advise the management and Board of Directors of
Neighbor's Bancshares, Inc. on the establishment of a comprehensive
plan for the development and execution of the company's stock
offering. SFH, Inc. will assist the bank's management in establishing
a computer database that will enable the bank's management and
directors to gauge the progress of the capital raising campaign on a
daily basis.
(B) COORDINATION OF MEDIA CAMPAIGNS
PUBLIC RELATIONS (FREE ADVERTISING)
SFH, Inc. will prepare written news releases regarding the bank, as
well as the officers and directors. These releases, which are subject
to approval, are intended to enhance the interest in the bank.
MEDIA ANNOUNCEMENTS (PAID ADVERTISING)
SFH, Inc. will prepare all layout and design work for the bank's
"tombstone" Announcements with coupons, and will advise on placement
and related marketing factors, such as location in newspaper, style of
announcement, and announcement identification techniques.
(C) MARKETING OVERVIEW
SFH, Inc. will advise management (Monday through Friday, weekends if
necessary) how best to coordinate all aspects of the company's
marketing campaign, including advice as to proven marketing techniques
which have been successful in other Denovo bank stock offerings. SFH,
Inc. will make sure the bank's management and directors are committed
to the marketing campaign, as this is an essential point to a timely
completion of the stock sale. Recommendations will be made on how to
allocate each director's fund raising responsibilities. Advice will be
offered to all officers and directors as to proven marketing
techniques that will enable them to maximize their efforts. Included
will be suggested form letters and notices. Investor meetings,
including open houses, breakfast meetings, luncheon meetings, and
cocktail receptions are the best settings for introducing the bank to
potential investors.
(D) XXX XXXXX, PENSION AND PROFIT SHARING SUITABILITY
SFH, Inc. will work with the officers and management of the bank in
processing all retirement account purchases shares through the various
types of retirement accounts that potential investors may have already
established. If potential investors wish to use retirement funds to
invest in the bank's stock, but do not have a retirement account
established or have a custodian that will not process this type of
transaction, then SFH, Inc. will seek out those retirement custodians
who will allow such a transaction. SFH, Inc. will oversee all
retirement account transactions to ensure they are properly initiated
and completed.
(E) PRIVACY POLICY
SFH, Inc. will not remove from Neighbor's Bancshares, Inc. any list
that has been compiled by Neighbor's Bancshares, Inc. All computer
discs or hardcopy lists of prospects and shareholders are the sole
property of Neighbor's Bancshares, Inc. and will not be removed from
the premises by SFH, Inc. or any of the staff of SFH, Inc.
II. FEE ARRANGEMENT
(A) SFH, Inc. will be paid the sum of $7500 upon the acceptance of this
agreement, thereafter SFH, Inc. will receive the sum of $15,000 per
month (paid upon the 10th of each month) unless terminated by
Neighbor's Bancshares, Inc. or SFH, Inc. with a 30 day written notice
by either party. The monthly fee will be prorated for any partial
month.
(B) Should Neighbor's Bancshares, Inc. receive commitments for the minimum
capitalization within 60 days after the start date of August 10, 2002,
SFH, Inc. will receive a $75,000 bonus, payable after Neighbor's
Bancshares, Inc. breaks escrow. Should Neighbor's Bancshares, Inc.
receive commitments for the minimum capitalization within 90 days
after the start date of August 10, 2002, SFH, Inc. will receive a
$50,000 bonus, payable after Neighbor's Bancshares, Inc. breaks
escrow.
III. TERM OF AGREEMENT
This Agreement shall begin 8/10/02, and shall end 11/10/02. This
contract may be extended at the Bank's discretion.
The undersigned agree to the terms and conditions as outlined in this Agreement.
/s/ Xxx Xxxxxxx
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Xxx Xxxxxxx, President
Southeast Financial Holdings, Inc.
/s/ Xxxx Xxxxxxx
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Xxxx Xxxxxxx, President, CEO
Neighbor's Bancshares, Inc.
