Unassociated Document


    
      

      

    

    EXHIBIT
10.10

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    ENGAGEMENT
AGREEMENT

    DATED
OCTOBER 6, 2006 BETWEEN

    PHYSICIANS
HEALTHCARE MANAGEMENT GROUP, INC.

    AND

    CFO
PROFESSIONAL SERVICES, LLC


     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    CFO

    Professional
Services, LLC

     

     

    October
6, 2006

     

    


     

    Mr.
Robert Trinka

     

    President,
CEO & Chairman

    Physicians
Healthcare Management Group, Inc. a/k/a Phyhealth

    700 S.
Royal Poinciana Blvd., Suite 506

    Miami, FL
33166

     

    Dear Mr.
Trinka:

     

    This
letter is to confirm our understanding of the terms and objectives of our
engagement and the nature and limitations of the accounting advisory services
CFO Professional Services, LLC ("we", "us', "our") will provide to Physicians
Healthcare Management Group, Inc. ailda Phyhealth (the "Company").

    
    

     

    
      	We will perform the
      following accounting advisory services:	 


    

     

    We will provide the following
services:

    


    
      	
              ·

            	
              Supervise
      and coordinate the audit of the 2005 and 2006 financial statements with
      the independent accountants selected by the Company. This will include
      preparation of the financial statement, audit schedules and financial
      analysis as required to complete the
audit.

            


    

    
      	
              ·

            	
              Preparation
      or completion of five year financial forecast for the corporate business
      plan.

            


    

    
      	
              ·

            	
              Assistance
      in the preparation of a registration statement (Form SB-1 or other
      comparable filing).

            


    

    
      	
              ·

            	
              Assist
      transfer agent with any financial statements or schedules to be included
      in the filing of the Form 15c-211 as
necessary.

            


    

    
      	
              ·

            	
              Supervise
      and coordinate the subsequent quarterly reviews with the independent
      accountants selected by the Company. This will include preparation of the
      financial statement, schedules and financial analysis as required to
      complete the review.

            


    

    
      	
              ·

            	
              Preparation
      of the quarterly (Form 10QSB or 10Q) and annual filings
    (Form

            


    

    
      	
               
      

            	
              10KSB
      or 10K) with the Securities and Exchange Commission
  (SEC).

            


    

    
      	
              ·

            	
              Help
      prepare or review other financial documents or information as mutually
      agreed to by us and the Company.

            


    

    
      	
              ·

            	 


    

     

    
      
        
        

      

      
        2

        
          

          1583 Bering Court, Palm Harbor, Florida
34683                                                                                                                                                                                                                                               
 PHONE: 727.479.5495

      

      
        
        

      

    

     

    Mr.
Robert Trinka

    Page
2

     

    Our
services do not include signing any filings submitted to or filed with the
SEC.

    


    The
interpretation of accounting principles generally accepted in the United States
of America and the application of the principles to specific transactions and
events is subjective and subject to interpretation. Management of the Company is
advised that the Company's independent audit firm, certain regulatory agencies,
including, but not limited to, the Securities and Exchange Commission, or others
may interpret the application of the accounting principles arising from the
engagement differently and require change or restatement. Although we will
assist management in reconciling any differing interpretations, the Company and
management agree to hold our firm harmless for any costs or delays that may
arise or be incurred as a result of differing interpretations.

    


    The
application of accounting principles generally accepted in the United States of
America may require specialized services, such as certain valuation services,
that we are not able
to provide. In the event that the services of a specialist are required
to comply with accounting principles generally accepted in the United States of
America, we will advise you promptly and you will seek out a qualified
specialist in the specialized field to perform the service. The cost of any
service of a specialist will be borne entirely by the Company.

    


    The fair
presentation of the Company's financial statements is the responsibility of
management. Management is responsible for the final decisions on the appropriate
adjustments to the financial statements for matters arising from this
engagement. Our responsibility is limited to reviewing the available information
and providing our views of the accounting based upon the facts and
circumstances. We will not audit any financial statements or render an opinion
of any nature. Any assistance provided in the preparation of financial
statements is undertaken on behalf of Management and is within the context of
the advisory services described above. Accordingly, our engagement can not be
relied upon to detect reportable conditions, errors or fraud in the financial
statements or their preparation.

     

    Our fees for these services
will be as follows:

     

    Our fees
for the services described in this letter will be based upon the actual hours
(or portions thereof) incurred for services described in this letter or mutually
agreed to by both parties. The cost for our services is $125 per hour plus
expenses.

    


    As is
customary for services of this nature, we will collect an initial retainer of
$4,000 upon execution of this letter and an additional retainer when we have
incurred fees which substantially used the initial retainer. The retainer amount
will be applied to the invoices for the services described in this letter. We
will provide you periodic progress bills, typically every two weeks, which will
reflect the actual hours spent in the services provided at the aforementioned
rates, plus our direct expenses. If we or the Company chooses to terminate our
services, we will return any unused retainer.

     

    
      
        
        

      

      
        3

        
          

          1583 Bering Court, Palm Harbor, Florida
34683                                                                                                                                                                                                                                               
 PHONE: 727.479.5495

      

      
        
        

      

    

     

    
      Mr.
Robert Trinka

      Page
3

    

     

    If for
any reason the amount of the service provide exceed the amount of the retainer,
those fees are due upon receipt of our invoice. If our invoices are not paid in
accordance with these terms, or if we have any ethical concerns, we may
discontinue our services to the Company. If we elect to terminate our services,
you will remain obligated to compensate us for all time expended and to
reimburse us for all out of pocket expenditures through the date of our
termination.

    


    Management
Representations:

    


    Because
of the importance of management's representations to the effective performance
of our services, you agree to release us and our personnel from any claims,
liabilities, costs and expenses relating to our services under this letter that
arise from misrepresentations by Company personnel. In a similar manner, in the
event that we incur any costs, or become obligated to pay any judgment or
similar award as a result of any inaccurate or incomplete information that you
provide to us during the course of this engagement, you agree to indemnify,
defend and hold us harmless against such costs and obligations.

    


    Other:

    


    The
Company and we agree that any dispute over fees charged by the accountant to the
client will be submitted for resolution by arbitration in accordance with the
rules of the American Arbitration Association. Such arbitration shall be binding
and final. The arbitration shall take place in Pinellas County, Florida. Any
hearing shall be before one arbitrator in accordance with Rule 17 of the
Commercial Arbitration Rules of the American Arbitration Association (the
Rules). Any award rendered by the Arbitrator pursuant to this Agreement may be
filed and entered and shall be enforceable in Pinellas County. IN AGREEING TO
ARBITRATION, WE BOTH ACKNOWLEGDE THAT, IN THE EVENT OF A
DISPUTE OVER FEES, EACH OF US IS GIVING UP THE RIGHT TO HAVE THE DISPUTE DECIDED
IN A COURT OF LAW BEFORE
A JUDGE OR JURY AND INSTEAD WE ARE ACCEPTING THE USE OF ARBITRATION FOR
RESLOUTION.

    


    Any claim
arising out of this engagement must be asserted within one year from the
completion of the engagement, notwithstanding any statutory provision to the
contrary. In the event of a claim brought against us, any judgment you obtain
shall be limited in amount, and shall not exceed the amount of the fee charged
by us, and paid by you, for the services set forth in this engagement
letter.

    


    The
prevailing party shall be entitled to an award of reasonable attorneys' fees and
costs incurred in connection with the arbitration of the dispute in an amount to
be determined by the arbitrator.

     

    
      
        	 	
                1583
      Bering Court, Palm Harbor, Florida 34683 

                PHONE:
      727.479.5495

              


      

      
        4

        
          

        

      

      
        
        

      

    

     

    Mr.
Robert Trinka

    Page


     

    This
letter is contractual in nature, and includes all of the relevant terms that
will govern the relationship, superseding any prior oral or written
representations or commitments by or between the parties. Any material change in
the scope of the engagement will be accomplished by a written amendment to, or
replacement of, this letter.

    


    Record Retention
Policy

    


    It is our
policy to keep records related to our consulting services for three years.
However, CFO Professional Services, LLC does not keep any original client
records; accordingly, we will return any such records to you, including any
original models, analyses, and schedules you provide, at the completion of the
services rendered under this engagement. When records are returned to you, it is
your responsibility to retain and protect your records for possible future use,
including potential examination by any government or regulatory agencies and
your independent registered public accounting firm.

    


    By your
signature below, you acknowledge and agree that upon the expiration of the three
year period, CFO Professional Services, LLC shall be free to destroy records
related to

    


    Thank you
for using CFO Professional Services, LLC. for these services. We are pleased to
discuss this letter with you at any time.

    


    If the
foregoing is in accordance with your understanding, upon our communication of
final acceptance, please sign this letter in the space provided and return it to
us along with the retainer.

    


    Sincerely
yours,

    
    

     

    
      	CFO Professional
      Services, LLC	 	 
	 	 	 
	/s/ Scott
      Moore 	 	Date:    10/09/2006
	Scott Moore, CPA,
      Partner	 	 


    

     

    
    

    Acceptance:

     

    
      	/s/ Robert
      Trinka  	 	 
	By:	Robert Trinka,
      President  	 	Date:    10/09/2006
	 	 	 


    

     

    

      
        
          
            
              	
                      1583
      Bering Court, Palm Harbor, Florida 34683

                      PHONE:
      727.479.5495

                    


            

            


          

           


        

        
          5