ex10-1.htm


    Exhibit 10.1

     

    

     

    
    

    
      
        	 
      Dimus
      Partners, LLC
	 
      1403
      West 6th
      Street
	 
      Austin,
      TX 78703


         

        	 	 
      James
      Patton
	 	 
      Managing
      Partner
	 	 
      888.413.4687


      



    May 28,
2008

     

    Jimmy
Jacobs Custom Homes

    P. O. Box
249

    Georgetown,
Texas 78627

    Attn:
Terry Montgomery

    


    Dear
Terry:

    


    This letter is intended to convey a
preliminary indication of Dimus Partners (“Dimus”) in initiating a transaction
with Jimmy Jacobs Custom Homes (the “Company”).

    


    Transaction.  The
transaction (the “Transaction”) would involve Dimus and the Company entering
into a contractual arrangement whereby the Company would provide certain
business process expertise and time of its managerial leadership team for
development of financial software application.  The business process
expertise to be provided as part of the Transaction may include, but are not
limited to, the following:

    
      	 
      	 
      
	 
      	
              •
      Home scheduling history

            
	 
      	
              •
      Historical list of subcontractors bids v. actual

            
	 
      	
              •
      Historical list of Jimmy Jacobs budgets v. actuals

            
	 
      	
              •
      Historical home specifications (i.e. square footage, style #,
      etc.)

            
	 
      	
              •
      Company financials to match time period for scheduling, bid and budget
      periods

            
	 
      	
              •
      Departmental overviews with managers

            
	 
      	
              •
      Project Management logs

            
	 
      	
              •
      Work space at the Company allowing team members from Dimus to work on
      location with the Company

            


    

    


    We also
intend to discuss the detailed structure of the Transaction with the Company in
order to determine the most mutually advantageous way to accomplish a
transaction.

    


    
      
        
        

      

      
        -1-

        
          

        

      

      
        
        

      

    

    As noted
below, completion of the Transaction is subject to (i) approval by the
appropriate individuals at both companies, and (ii) the execution and delivery
of mutually satisfactory definitive agreements reflecting a mutually
satisfactory structure for the transaction.

    


    Due Diligence
Requirements.  We would expect to conduct a customary business,
technology, financial and legal due diligence investigation of the Company and
the services that it would or could provide as part of the
Transaction.  Our investigation must include, among other things,
access to customary information regarding the Company’s financials and
prospects, a review of operations, and discussions with members of
management.  To date, most of this work has been concluded and
accepted by Dimus.  Likewise, the Company is granted the same access
to Dimus.

    


    Topics to be
Considered.  Topics to be considered in the review and
discussion of the Transaction may include, but are not limited to, the
following:

    


    §      Operational
Processes

     

    
      	
               
      

            	
              o

            	
              Detailed
      process flows describing working
relationship

            


    

    
      	
               
      

            	
              o

            	
              Service
      model and service experience for subcontractors and
    customers

            


    

    
      	
               
      

            	
              o

            	
              Data
      exchange requirements

            


    

    
      	
               
      

            	
              o

            	
              Financial
      information

            


    

    
      	
               
      

            	
              o

            	
              Service
      Level Agreements

            


    

    
      	
               
      

            	
              o

            	
              Issue
      resolution / escalation procedures

            


    

    
      	
               
      

            	
              o

            	
              Performance
      Guarantees

            


    

    
      	
               
      

            	
              o

            	
              Conversion
      – Should change in ownership or management
occur

            


    

    


    §      Business
continuity plan

     

    
      	
               
      

            	
              o

            	
              Business
      continuity / business resumption
evaluation

            


    

    


    §      Accounting

     

    
      	
               
      

            	
              o

            	
              Pricing
      process

            


    

    
      	
               
      

            	
              o

            	
              Accounting
      flow

            


    

    


    Other Considerations/Third Party
Approvals.  As noted above, any transaction would be contingent
upon agreeing on a mutually advantageous transaction structure and entering into
definitive agreements containing terms, conditions, representations, warranties,
covenants and other provisions appropriate for a transaction of this
nature.  We also would need to engage in additional discussions with
the Company to develop a firm sense of the consents and approvals necessary to
consummate a transaction.

    


    Exclusive
Period.  We would expect to devote monetary and human resources
to the transaction, and expect that the Company would enter into an exclusivity
agreement on customary terms and conditions that would provide for a two (2)
year exclusivity period during which the Company and its representatives would
not enter into any other contractual arrangements of a similar
nature.

    


    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

    Product.  Dimus
Partners, LLC agrees to work in line with certain managerial leaders within the
Company for the purpose of building the Dimus Trace Application Suite – Home
Builder Edition (“DTAS – HBE”).  The product suite may include, but is
not limited to, the following:

    


    


    
      	
               
      

            	
              •

            	
              Schedule Trace
      -  Monitors and predicts the work breakdown structure of a given
      home site or project and tracks past actuals against estimates to learn
      operation distributions, providing more accurate future
      schedules

               

            


    

    
      	
               
      

            	
              •

            	
              Budget Trace - Monitors
      and predicts the financials of a given home or project based on past
      budget actuals versus estimates and models budgetary characteristics of a
      builders throughput.

            


    

     

    
      	
               
      

            	
              •

            	
              Bid Trace - Advises and
      establishes the “correct” bid for a given home or project to maximize
      return.

               

            


    

    
      	
               
      

            	
              •

            	
              Financial Trace -
      Combining the output of the other TRACE modules, the “Financial TRACE”
      module provides detailed analysis of company financials to allow better
      day-to-day management decisions, uses industry comparisons, KPIs, and key
      management metrics.

               

            


    

    
      	
               
      

            	
              •

            	
              Overhead Trace - Gaining
      a detailed understanding of the Company’s fixed costs and how they should
      be more accurately allocated against the produced homes, so to provide the
      most accurate understanding of the home’s “true” costs is an extremely
      valuable exercise. The “Overhead TRACE” module allows custom home
      builder’s to uncover non-intuitive associations around their internal
      fixed costs, and, more importantly, immediately begin using this
      information to increase profits

            


    

    


    Consideration.  Dimus
would provide the resulting software application free of charge with a twelve
month free service agreement to the Company.  In addition, the Company
will be given an option grant providing the Company with the right to buy a
twenty (20) percent stake in the marketing of the resulting
product.  The option price will be set at twenty (20) percent of
associated business costs expected to bring the DTAS – HBE product to market
(i.e. COGS, operations, facility, marketing, sales, and reasonable associated
business costs).  Thus, the option results in twenty (20) percent of
all related profits (revenues less any costs due to COGS, operations, marketing,
sales, or associated business costs of product) to be paid to the
Company.  This option grant is limited to the sales for profit of the
DTAS – HBE product, and option grant will be held open for a period of ninety
(90) days after final delivery of product or last module to the
Company.  A notice delivered by Dimus will be sent upon final delivery
of product or upon final delivery of the last module developed to the
Company.

    


    Confidentiality.  Our
interest in pursuing a transaction involving the Company, the fact and content
of this letter, and related discussions pertaining to the Company’s business
should be held strictly confidential and should not be disclosed to any person
or entity, except as may be required by law.

    


    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

    Please indicate your agreement to the
above by signing and returning a copy of this letter.

    


    


    
      	 
      	
              Very
      truly yours,

            
	 
      	 
      
	 
      	
              Dimus
      Partners, LLC

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:
      /s/ James
      Patton

            
	 
      	
              Name:
      James G. Patton

            
	 
      	
              Title:
      Managing Partner

            


    

    


     

    ACCEPTED
AND AGREED:

     

     

    Jimmy
Jacobs Custom Homes

     

    By: /s/ Terry
Montgomery

    Name:
Terry Montgomery

    Title:
President

     

    


    
      
        
        

      

      
        -4-