Terra Nova Financial Group, Inc. - Exhibit 10.1






  
EXHIBIT 10.1 

   

 

23 May 2008 





Mr. Michael Nolan 

Chief Executive Officer 

Terra Nova Financial Group, Inc. 

100 South Wacker Drive, Suite 1550 

Chicago, IL 60606 





Dear Michael, 

                    Thank
you for allowing SolomonEdwardsGroup, LLC (SEG) to provide Terra Nova Financial
Group, Inc. ("Terra Nova" or "Company") with interim Chief Financial Officer ("CFO")
management services in support of your ongoing business operations. We truly appreciate
your continued interest in our firm and our ability to provide an integrated suite
of professional services in support of your business objectives. 



About SolomonEdwardsGroup, LLC 

                    SEG
is an accounting and financial management services firm headquartered in Philadelphia,
Pennsylvania with regional offices in Atlanta, Chicago, Dallas/Fort Worth, Houston,
Kansas City, New Jersey, Washington, D.C. and an international network of affiliates
in over 100 countries. SEG is uniquely positioned to offer Terra Nova a comprehensive
suite of solutions that will enable it to achieve its finance, accounting and
compliance objectives. SEG consultants bring high level experience and counsel
to business-critical finance and accounting projects, implementations and strategic
initiatives to drive quality business outcomes. Most are CPAs and many are MBAs
with industry, Big Four or other public accounting firm experience. We provide
talent, perspective and action in the following areas: 



Accounting Operations 

	
      •

    	Transaction Processing 
	
      •

    	General Ledger Accounting & Reporting 
	
      •

    	Process Improvement
	
      •

    	Financial System Assessment & Optimization
      




Business Performance


	
      •

    	Business Intelligence
	
      •

    	Financial Planning & Budgeting
	
      •

    	Due Diligence
	
      •

    	Transaction Support & Integration 




Resource Management 

	
      •

    	Contingency & Retained Search
	
      •

    	Interim Resources
	
      •

    	Training 




 

  








	
      •

    	Organizational Assessment & Design
	
      •

    	Project Management 




Risk and Regulations 


	
      •

    	SEC, IFRS & US GAAP
	
      •

    	Tax
	
      •

    	Internal Audit
	
      •

    	Corporate Governance (Sarbanes Oxley)
	
      •

    	Technology Risk
	
      •

    	Fraud & Forensics 


 

Scope and Nature of Work 

                    The
services to be provided will be to provide interim CFO services to assist with
the Company's business operations by providing an individual to serve on an interim
basis as CFO and Treasurer. The goal of providing this service will be to focus
on areas that will drive improvements to increase net margin from the current
levels. Emphasis will be on financial and operations analysis to determine ways
to optimize the efficiency and profitability of the business operations. SEG will
be responsible for analyzing financial and operational data and processes to find
ways to maximize the value of the business and position it to take advantage of
opportunities in a consolidating market. Business profitability analysis, process
improvement, and uncovering operations opportunities to save cost will be provided.
Financial analysis, key performance metrics (KPIs) and reporting to assess revenue
and profitability performance (by customer, type, volume, etc.), trading operations
process/activities, and expenses of the Company will be reviewed and improvement
opportunities developed in ways to drive financial performance improvement. The
Interim CFO will also work with Gregg Fuesel and the Company's accounting group
and management team to review and sign the SEC filings for the Company beginning
with the 10Q for the second quarter ending on June 30, 2008. All required SEC
filings leading up to this filing will be the responsibility of the previous CFO
and management team. Terra Nova agrees that Jon Walsh will have coverage under
Terra Nova's Directors and Officers insurance policy and indemnify him from the
risks associated with the undertaking of his responsibilities as interim CFO.




Consultant 

                    The
interim CFO services to be provided by SEG under this Agreement will be provided
through the person of John Walsh ("Walsh" or "the consultant") who will be provided
office space and attend the Company's offices at 100 S. Wacker Drive, Chicago,
Illinois to perform the services. SEG shall be solely liable and responsible for
paying the compensation and benefits of Walsh, including without limitation providing
any workers compensation or unemployment insurance benefits. SEG will indemnify
and defend the Company, its officers, directors, employees and agents from and
against any claim by Walsh for compensation or benefits allegedly earned or due
for services provided to the company under this Agreement. In the event SEG is
unable to provide services through Walsh, SEG will immediately notify the Company
and suggest other individuals with sufficient experience and training to provide
the services contemplated hereunder, though in no event will SEG provide services
through an individual other than Walsh except with the written consent of the
Company to such other individual. The Company may terminate this Agreement immediately
upon written notice if SEG is unable or unwilling for any material amount of time
to supply Walsh's services under this Agreement. Terra Nova agrees to add Walsh
specifically to its Directors and Officers insurance policy and indemnify him
from the risks  





  







associated with the responsibility undertaken by him under this Agreement. The
parties do not intend and the consultant shall not be deemed a third party beneficiary
of this Agreement. 



Fees and Billing Information 

                    SEG
is pleased to offer Terra Nova the services contemplated hereunder at the discounted
rate of $225 per hour for each hour worked by Walsh for the Company under this
Agreement. SEG offers this discounted bill rate for the project at Terra Nova
for the duration of this engagement including any renewal term regardless of any
changes that may be made to SEG standard bill rates in the future. Walsh's normal
weekly work schedule and hours billed shall be determined by the mutual agreement
of SEG and Terra Nova. 



Term and Termination 

                    The
term of this Agreement will begin on 23 May 2008 and last through and including
31 December 2008. The term shall automatically renew for consecutive additional
one month periods unless one party sends the other ten (10) days' written notice
of non-renewal. The Company may terminate this Agreement at any time during the
initial term without cause by sending written notice to SEG a minimum of 45 days
prior to the date of termination. 



Other Provisions 

                    This
Agreement, together with the attached Appendix 1 contains the entire and complete
understanding and intent of the parties as to its subject matter and supersedes
any and all prior or contemporaneous understandings, agreements, discussions or
offers, whether written or oral. Specifically, this Agreement supersedes and replaces
that certain agreement between the parties with effective date of 1 May 2008 under
which SEG provided accounting and financial consulting services to the Company.
This Agreement may not be modified, altered or amended except by a subsequent
written instrument signed by both parties. Any provision of this Agreement, which
is found to be illegal or invalid shall be severed and removed from this Agreement
and shall not affect the legality or validity of the remaining provisions. This
Agreement shall be an agreement for personal services to be provided by SEG through
Walsh and no portion of SEG's rights and obligations shall be subcontracted, assigned
or performed by an agent of SEG other than Walsh except with the express, prior
written consent of Terra Nova. All notices required or permitted to be sent hereunder
shall be in writing. This Agreement shall be governed and construed according
to the laws of the State of Illinois without regard to any choice of law provision
contained therein. 



                    If
the terms and conditions of this agreement are satisfactory to you, please sign
two copies of this letter and return one of them to SEG. Michael, we look forward
to working with you and we truly appreciate your confidence and your business.




Sincerely, 







Brian G. Markley, CPA 

Managing Director 

SolomonEdwardsGroup, LLC 













The undersigned party hereby accepts the above agreement and terms
of engagement. 







________________________________________ 

Michael Nolan 

Chief Executive Officer 

Terra Nova Financial Group, Inc. 







  










Appendix 1: SEG Standard Terms & Conditions 



                    A.
Changes in scope of the Services dictated by Terra Nova Financial Group, Inc.
("Client") and changing conditions of law or delays or other events beyond SEG's
reasonable control, including events described below, may require contract price
and/or date of performance revisions to be agreed upon by both parties. In the
event that performance on the part of either party is delayed or suspended as
a result of circumstances beyond its reasonable control such as Acts of God or
other force major event, and without its fault or negligence, then the period
of performance and term of this Agreement shall be extended to the extent of any
such delay and neither party shall incur any liability to the other party as a
result of such delay or suspension. 



                    B.
SEG's performance hereunder is contingent upon the reasonable cooperation of Client,
including the supply to SEG of adequate resources and information as mutually
agreed upon pursuant to this Agreement. If any delays in SEG's performance occur
as a result of failure or untimely performance by Client and/or vendors, the term
of this Agreement shall be extended to the extent of any such delay and SEG shall
not incur any liability to Client as a result of such delay. If such delays last
for thirty days or more, SEG shall be entitled to terminate this Agreement by
giving written notice to Client, such termination to be effective on the date
indicated in said notice. 



                    C.
SEG will exercise due professional care and competence in the performance of the
Services. SEG will operate as an independent contractor and not as an agent of
Client. Neither SEG nor its employees, suppliers or agents shall be deemed under
any circumstances to be agents, employees or servants of Client. Client must provide
SEG with written notice of any deficiencies in the Services within ninety (90)
days of completion of the Services. For any breach of the above warranty so notified
to SEG, Client's exclusive remedy, and SEG's entire liability, shall be the re-performance
of the Services at no additional charge. 



                    D.
Except for direct damages arising from SEG's gross negligence or willful misconduct,
to the fullest extent permitted by applicable law, the total aggregate liability
to Client of SEG and its consultants and subcontractors, collectively, regardless
of whether such liability is based on breach of contract, tort, strict liability,
breach of warranties, failure of essential purpose or otherwise, under this Agreement
or with respect to the Services shall be limited to direct damages in an amount
not to exceed the fees paid by Client to SEG under this Agreement. If SEG is working
on a multi-phase engagement for Client, SEG's liability shall be limited to direct
damages in an amount not to exceed the fees paid to SEG for that particular phase
that gives rise to the liability. The above limitation shall not apply to death,
bodily injury, or injury to physical property caused by SEG's negligence. In no
event shall either party be responsible for consequential, indirect, special or
punitive damages. 



                    E.
Neither party shall disclose Confidential Information (as hereinafter defined)
of the other party. The receiving party shall use the same degree of care as it
uses to protect its own confidential information of like nature, but no less than
a reasonable degree of care, to maintain in confidence the confidential information
of the disclosing party. The foregoing obligations shall not apply to any information
that (i) is at the time of disclosure, or thereafter becomes, part of the public
domain through a source other than the receiving party, (ii) is subsequently learned
from a third party that does not impose an obligation of confidentiality on the
receiving party, (iii) was known to the receiving party at the time of disclosure,
(iv) is generated independently by the receiving party, or (v) is required to
be disclosed by law, 









  

  



subpoena or other process. A party shall immediately notify the
other in the event the first party believes that it is required to disclose any
confidential or proprietary information of the other party due to any applicable
law, rule, regulation or court mandate. In addition, each party will comply with
all applicable privacy laws and regulations concerning personal identifier information
of third parties that it may learn or be exposed to in the course of this Agreement.
SEG represents and warrants that it will obtain the written agreement of Walsh
to abide by these confidentiality provisions to the same extent as they are applicable
to SEG itself. Each party acknowledges and agrees that breach of its obligations
under this non-disclosure provision would cause material harm to the other which
would not be adequately compensated by money damages. Therefore, a party shall
be entitled to seek and obtain injunctive or other equitable relief against the
other in the event of a breach or threatened breach of this confidentiality provision.




                    F.
Approval. Deliverables and reports provided to Client by SEG will be reviewed
and approved by the representatives appointed by Client. Client shall accept or
reject each deliverable or report within fifteen (15) days of receipt. Each such
deliverable and report shall be deemed accepted unless rejected in writing within
fifteen (15) days following delivery thereof. Acceptance shall not be unreasonably
withheld. Any rejection shall be in writing and specifically state the manner
in which the deliverable or report is materially defective. For purposes of this
Agreement, fifteen (15) days shall constitute a reasonable period for the Client
to determine acceptance of SEG's performance. SEG shall use commercially reasonable
efforts to make the modifications necessary to correct such material defects.




                    G.
Taxes and Payment. Any applicable taxes incurred in connection with the
Services or Deliverables (except for taxes imposed on income) will be billed to,
and paid by, Client, in addition to fees. SEG invoices will be issued weekly based
on the hours completed during the previous week. Client will pay SEG upon receipt
of invoice. 



                    H.
Non-Solicitation of Personnel. Client shall not solicit for employment
any SEG full-time employee or contractor who is involved in the performance of
this Agreement during the term of this Agreement and for a period of six (6) months
following its termination except as may be agreed to in writing by both parties.
If Client hires any SEG full-time employee during this six month period, a hiring
fee of 50% of the full-time employee's annual compensation will be immediately
due and payable. If Client hires any SEG contractor during this six month period,
a hiring fee of 25% of the contractor's annual compensation will be immediately
due and payable. 



                    I.
Arbitration / Litigation: Either party may petition an appropriate court
for equitable relief under this agreement, otherwise any controversy of claim
arising out of or relating to this agreement or the Services (including any such
matter involving any parent, subsidiary, affiliate, successor in interest of agent
of the Client or of SEG) shall be submitted to binding arbitration. The arbitration
proceedings shall be conducted under the then-current Commercial Arbitration Rules
of the American Arbitration Association, before a panel of three disinterested
arbitrators with appropriate technical credentials, knowledge and experience concerning
the subject matter of this Agreement. The arbitration proceeding shall be conducted
in the State of Illinois. Unless the arbitrators for good cause determine otherwise,
each party shall each bear one-half of the fees and expenses of the arbitrators
and shall bear its own costs and attorneys' fees in connection with the arbitration
proceedings. The arbitrators shall not have the authority to grant specific performance.
All such matters shall be governed by the substantive laws of the State of Illinois,
without regards to its conflicts of laws. 











                    J.
Any consultation or recommendation either written or verbal provided by SEG with
respect to technical accounting or regulatory compliance should not be construed
by Client as opinions rendered in accordance with the standards of the Public
Company Accounting Oversight Board (PCAOB). All decisions regarding the application
of generally accepted accounting standards or compliance with applicable laws
or regulations including compliance with SEC reporting requirements are the responsibility
of Client management and should be made subject to audit within the scope of attestation
procedures performed by the Client's independent accountant in the normal course
of business. SEG Consultants will not render an opinion on financial statements,
nor sign on behalf of SEG to any financial statement or tax return while on assignment
for Client. 



                    K.
Client's engagement of SEG should in no way be construed as assurance that the
Client will obtain an unqualified opinion from its external auditors under the
provisions of Section 404 of the Sarbanes-Oxley Act. As prescribed by the Sarbanes-Oxley
Act, the responsibility for designing and maintaining an internal control environment
that supports accurate and timely financial reporting resides entirely with Client
management. SEG will provide to the best of its abilities, guidance as to efforts
that management may consider in an effort to achieve its strategic and compliance
objectives. At all times, recommendations provided to management from SEG should
only be evaluated by management in conjunction with its overall business objectives
and any work completed or information gathered by management outside the scope
of this engagement. Any management decisions arising from said recommendations
are considered to be solely the responsibility of Client management.