SECOND AMENDMENT TO FRIEDLAND CAPITAL CORPORATE FINANCE ADVISORY SERVICES AGREEMENT
SECOND
AMENDMENT TO XXXXXXXXX CAPITAL CORPORATE FINANCE ADVISORY SERVICES
AGREEMENT
This
Second Amendment to the Xxxxxxxxx Capital Corporate Finance Advisory Services
Agreement is made and entered into as of June 25, 2007, by and among Xxxxxxxxx
Capital, Inc. (“Xxxxxxxxx”) and Freedom Financial Holdings, Inc., a Maryland
corporation, (“Freedom”) which is the successor corporation to Titan Holdings,
Inc. (the “Company”).
WHEREAS,
Xxxxxxxxx and the former Titan Holdings, Inc. entered into a consulting
agreement (the “Agreement”) on August 4, 2005;
WHEREAS,
Xxxxxxxxx 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 Xxxxxxxxx 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 XXXXXXXXX for the services to be performed by XXXXXXXXX
the following fees:
| · |
US
$15,000 upon the execution of this Agreement and prior to the initiation
of any services by XXXXXXXXX
|
| · |
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 XXXXXXXXX, and/or an affiliate of XXXXXXXXX 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 XXXXXXXXX and/or an affiliate of XXXXXXXXX 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. XXXXXXXXX and/or an affiliate of XXXXXXXXX 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/________________
Xxxxx
X.
Xxxxxxx
TITLE:
President/CEO
XXXXXXXXX
CAPITAL, INC.
BY: _________/s/________________
Xxxxxxx
X. Xxxxxxxxx
TITLE:
Managing Director
