SECOND AMENDMENT TO FRIEDLAND CAPITAL CORPORATE FINANCE ADVISORY SERVICES AGREEMENT
SECOND
AMENDMENT TO ▇▇▇▇▇▇▇▇▇ CAPITAL CORPORATE FINANCE ADVISORY SERVICES
AGREEMENT
This
Second Amendment to the ▇▇▇▇▇▇▇▇▇ Capital Corporate Finance Advisory Services
Agreement is made and entered into as of June 25, 2007, by and among ▇▇▇▇▇▇▇▇▇
Capital, Inc. (“▇▇▇▇▇▇▇▇▇”) and Freedom Financial Holdings, Inc., a Maryland
corporation, (“Freedom”) which is the successor corporation to Titan Holdings,
Inc. (the “Company”).
WHEREAS,
▇▇▇▇▇▇▇▇▇ and the former Titan Holdings, Inc. entered into a consulting
agreement (the “Agreement”) on August 4, 2005;
WHEREAS,
▇▇▇▇▇▇▇▇▇ and the Company desire to amend the Agreement in order to clarify
the
terms of the Agreement and in order to reflect the actual progression of events;
NOW,
THEREFORE, the ▇▇▇▇▇▇▇▇▇ and the Company agree as follows:
Section
2. Costs for Services. This section shall be removed in its entirety and
replaced by the following:
The
Company agreed to pay ▇▇▇▇▇▇▇▇▇ for the services to be performed by ▇▇▇▇▇▇▇▇▇
the following fees:
| · |
US
$15,000 upon the execution of this Agreement and prior to the initiation
of any services by ▇▇▇▇▇▇▇▇▇
|
| · |
US
$35,000 upon the selection of a US securities
attorney
|
| · |
US
$50,000 for services regarding the drafting of a business plan, the
board
of directors, and general corporate development strategies for the
Company
|
The
aforementioned payments were completed as of November 2005.
Section
3. Disclosure. This section shall be removed in its entirety and replaced by
the
following:
Additionally,
it is acknowledged that ▇▇▇▇▇▇▇▇▇, and/or an affiliate of ▇▇▇▇▇▇▇▇▇ entered
into
a services agreement with a Maryland corporation, Northern Business Acquisition
Corp., which changed its name to Freedom Financial Holdings, Inc. (“Freedom”),
and assisted Freedom with the identification and negotiation of an appropriate
privately-held company, the Company, to be merged into or acquired by Freedom.
Freedom compensated ▇▇▇▇▇▇▇▇▇ and/or an affiliate of ▇▇▇▇▇▇▇▇▇ with shares
of
common stock of Freedom. The number of shares were based on an amount estimated
to represent ten percent 10% of the number of shares to be outstanding upon
the
completion of the merger of Freedom with the Company. The shares were further
adjusted to represent 10% of the number of shares outstanding of Freedom, on
a
fully diluted basis, upon the acquisition by Freedom of Freedom Financial
Mortgage Corporation. ▇▇▇▇▇▇▇▇▇ and/or an affiliate of ▇▇▇▇▇▇▇▇▇ had the option
to allocate all or a portion of these shares to other parties. The final
issuance of shares pursuant to this Section 3 occurred in April 2006.
IN
WITNESS WHEREOF, the parties have executed this Agreement, this 25th
day of
June, 2007.
COMPANY
BY: _________/s/________________
▇▇▇▇▇
▇.
▇▇▇▇▇▇▇
TITLE:
President/CEO
▇▇▇▇▇▇▇▇▇
CAPITAL, INC.
BY: _________/s/________________
▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇▇
TITLE:
Managing Director