Exhibit 10.8 - McCloud Proposal for Global Green Solutions Inc.





Exhibit 10.8




Global Green Solutions

Proposal for Investor Relations Services

October 2006

Addendum A

	An Integrated Investor Relations and Financial Communications Plan  

  

	 	 
	Our  	At McCloud Communications, we firmly believe in taking an aggressive,  
	Approach  	proactive approach to investor relations. Your success is determined by how  
	  	well we define your mission, articulate your vision and target your message to  
	  	the appropriate audience.  
	 	 
	  	Throughout the relationship, we will work closely with management to stay  
	  	abreast of company strategies, markets and products, so that we can maintain  
	  	the proper positioning of Global Green within the investment community.  
	 	 
	  	McCloud Communications is very interested in working with Global Green, and  
	  	we look forward to establishing a long and mutually beneficial relationship. We  
	  	are confident we can provide you with a cost-effective program of financial public  
	  	relations of the highest quality.  
	 	 
	 	 
	Phase I  	1. 	  	Agreement & Proposal  
	 	 	 	 
	  	  	  	1)  	McCloud presents the program proposal for review by Global Green  
	 	 	 	 	 
	  	  	  	2)  	McCloud and Global Green sign off on a working relationship agreement  
	  	  	  	  	(provided as a separate document)  
	 	 	 	 	 
	  	  	  	3)  	McCloud disseminates a news release announcing the relationship  
	  	  	  	  	between McCloud and Global Green.  
	 	 	 	 	 
	  	2. 	  	Communications Audit  
	 	 	 	 
	  	McCloud conducts an audit of all prior investor relations, public relations,  
	  	marketing communications and branding efforts by Global Green. The audit  
	  	includes a review of Global Green’s competitors and their investor relations  
	  	efforts.  	  
	 	 	 
	  	This provides a baseline from which to measure future initiatives and helps to  
	  	define priorities, objectives, strategies and the tactics used in your plan, as well  
	  	as the positioning and messaging outlined in step 3.  
	 	 
	  	3. 	  	Strategy, Positioning & Core Message Development  
	 	 	 	 
	  	Strategy, positioning and core message development is the first official step in  
	  	Global Green’s investor relations program and serves as the foundation for all  
	  	future investor relations efforts.  
	 	 



 








 


	 	 	 	a) 	 Spend a full day getting a detailed briefing on products, competition, 
	 	 	 	 	 company strategy, and meeting the management team. It is helpful to 
	 	 	 	 	 have a business plan. 
	 	 
	 	 	 	b) 	 Deliverables from the briefing are a set of core-messages used as the 
	 	 	 	 	 foundation for all financial communications, as well as how the company 
	 	 	 	 	 should be positioned within the marketplace. 
	 	 
	 	4	. 	Key Investor Relations & Financial Communications Tools 
	 	 
	 	 	 	a) 	 Investor Kit. McCloud will review any existing materials and create a 
	 	 	 	 	 new investor kit – a critical tool for packaging and disseminating your 
	 	 	 	 	 story to the investment community. The kit includes: 
	 	 	 	 	         ·   Branded investor/press kit folder 
	 	 	 	 	         ·   Corporate profile 
	 	 	 	 	         ·   Product/services datasheet(s) 
	 	 
	 	 	 	 	The corporate profile is a versatile tool for individual investors and the 
	 	 	 	 	financial community. The profile, approved by Global Green 
	 	 	 	 	management, is updated monthly with the latest news releases and 
	 	 	 	 	quarterly with new financial data. We like to review corporate profiles 
	 	 	 	 	every three months for new positioning and direction statements. 
	 	 
	 	 	 	b) 	 Investor Presentation. McCloud will design and develop a corporate 
	 	 	 	 	 overview presentation (on PowerPoint), specifically tailored to an 
	 	 	 	 	 investment audience using your current presentation as the base. 
	 	 
	 	 	 	c) 	 IR Website. Better than 80 percent of initial research begins with a 
	 	 	 	 	 company’s website. McCloud will review Global Green’s website and 
	 	 	 	 	 suggest any revisions that may be deemed necessary. 
	 	 
	 	5	. 	Peer Company & Research Analyst Review 
	 	 
	 	 	 	a) 	 McCloud will perform a search of all peer companies. From this data we 
	 	 	 	 	 pull together a database of all research analysts and institutions that 
	 	 	 	 	 have a position in or have published a research report on each peer 
	 	 	 	 	 company. The database is used for e-mailing of news releases as an 
	 	 	 	 	 introduction to the company – we want to get on their radar screen even 
	 	 	 	 	 if they can’t currently buy. 
	 	 
	 	6	. 	Customized Database for Global Green 
	 	 
	 	 	 	a) 	 Develop a customized database for Global Green. In addition to a 
	 	 	 	 	 database of peer company investors, we will build a database of 
	 	 	 	 	 brokerages, investment bankers, analysts and research firms that invest 
	 	 	 	 	 in your industry sector and/or market cap. This database is augmented 
	 	 	 	 	 by the use of a broker database and individual investor database of 
	 	 	 	 	 approximately 25,000 contacts. 
	 	 	 	 	 




 

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	  	  	  	b)  	We will develop a media database that is augmented by trade and  
	  	  	  	  	general business publications, targeting key writers, editors and analysts  
	  	  	  	  	who cover industries and companies with profiles similar to that of Global  
	  	  	  	  	Green.  
	 				 
	  	7. 	  Press Releases  
	 			 
	  	  	  	a)  	McCloud will work with Global Green management to provide a steady  
	  	  	  	  	flow of news to the market and individual investors – at least two to three  
	  	  	  	  	releases each month, provided there is news-worthy material to  
	  	  	  	  	communicate. Each news release gives us an opportunity to contact  
	  	  	  	  	targeted investors. Periodically, a synopsis of the news release is sent  
	  	  	  	  	as an “Information Alert” to members of McCloud’s proprietary investor  
	  	  	  	  	database via e-mail.  
	 				 
	  	8. 	  Phone Calls & Investor Q&A  
	 			 
	  	  	  	a)  	McCloud will field all calls, answering questions and providing additional  
	  	  	  	  	information to shareholders, potential shareholders, industry influencers  
	  	  	  	  	and other related parties.  
	 				 
	 	 	 	 	 
	Phase II:  	1. 	  Aggressive Exposure Campaign  
	Proactive IR  	  	  	  	  
	Tactics  	In addition to continuing with Phase I activities as needed, McCloud will follow  
	  	with the launch of Phase II: a comprehensive exposure campaign for Global  
	  	Green. If there are large individual investors, we request their names and  
	  	contact information, as it is more proactive and courteous that we contact them  
	  	and introduce ourselves as investor relations counsel (financial public relations)  
	  	for Global Green.  
	 	 
	  	Having created a database of buy- and sell-side prospects who should be  
	  	interested in Global Green, we sort by location and target geographically to get  
	  	the campaign launched. The following steps are applicable whether we are  
	  	contacting institutions or making introductions to brokerage firms or individual  
	  	investors.  
	 	 
	  	  	  	·   	We develop a “why-buy” letter that is easy to read, short and to the point.  
	  	  	  	  	The letter is sent via e-mail (if acceptable) or fax, along with a corporate  
	  	  	  	  	profile to brokers, local brokerage sales managers and our database of  
	  	  	  	  	individual investors.  
	 				 
	  	  	  	·   	We answer questions and provide additional information, if needed. A  
	  	  	  	  	consistent flow of information (news releases, updates and telephone  
	  	  	  	  	calls) familiarizes the investment community with Global Green and its  
	  	  	  	  	management team. This makes it easier to arrange meetings when  
	  	  	  	  	management is in town or a road show is planned for specific cities.  
	 				 
	  	  	  	·   	We suggest presenting at regional and national investment conferences.  
	  	  	  	  	McCloud will research and identify key conferences whose audiences are  
	  	  	  	  	targeted directly to the investor profile for Global Green.  



 

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	                               	2. Monthly Proactive Investor Relations Activities  
	 	   
	 	In addition to the initial priority exposure campaign within the investment  
	 	community, there are a number of ongoing investor relations activities that will  
	 	assist in achieving our goals pertaining to corporate exposure, liquidity and  
	 	stockholder equity.  
	  	   
	 	         a)  	News Releases & Material Disclosure. We suggest providing a steady  
	 	  	flow of news to the market and individual investors – two to three  
	 	  	releases each month. Each news release gives us an opportunity to  
	 	  	contact targeted investors. Periodically, a synopsis of the release is sent  
	 	  	via e-mail as an “Information Alert” to members of McCloud’s individual  
	 	  	investor database.  
	  	   
	 	         b)  	Letter and Phone Campaigns. We are in contact with targeted  
	 	  	members of the community on a regular basis through news alerts,  
	 	  	releases, mailings and phone calls. Additionally, we send information to  
	 	  	our broker and individual investor databases on a consistent basis.  
	  	   
	 	         c)  	Corporate Profile. The corporate profile is updated monthly, quarterly  
	 	  	and reviewed every six months for corporate positioning changes.  
	 	  	Corporate profiles are sent with a personal note to brokers to keep them  
	 	  	up-to-date on the company. Most brokers use the corporate profile as a  
	 	  	sales tool for their clients.  
	  	   
	 	         d)  	Sell-Side Analysts and Brokers. We keep analysts and brokers well  
	 	  	informed via news releases, relevant media “hits” and access to research  
	 	  	reports, if the analyst grants permission. We handle all broker and  
	 	  	shareholder calls and the dissemination of investor relations packages.  
	  	   
	 	         e)  	Stockholder Communications. We usually help clients develop their  
	 	  	shareholder communications program. Our principal contribution is to  
	 	  	write the stockholder letter and essay for the front section of the annual  
	 	  	report and make sure that similar documents, e.g. the MD&A and Item 1  
	 	  	of the company’s Form 10-K, convey the same ideas and have the same  
	 	  	message as the shareholder letter.  
	  	   
	 	         f)  	Investor Relations Website. While traditionally the annual report has  
	 	  	been an important document for recruiting new investors and a primary  
	 	  	tool for marketing Global Green’s story to the investment community, we  
	 	  	find that serious investors do not want information that is six- to nine-  
	 	  	months old, but prefer to visit a website that reflects the company’s  
	 	  	positioning, accomplishments, and strategies for future growth and  
	 	  	market segment expansion.  
	  	   
	 	We suggest that our clients use b2i Technologies’ award-winning, 
	 	  	 interactive IR software. This allows McCloud to populate and manage  
	 	  	 the IR site, and investors and the investment community to communicate  
	  	 	 



 

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	                         		  	 with McCloud using ‘point and click’ on-line enrollment to receive news  
	 		  	 releases and investor kits. The software solutions allow us to coordinate  
	 	        	  	 and execute tasks, provide a full suite of reports pertaining to site visitors  
	 		  	 and their activities, and provide automated quotes, charts, SEC filings  
	 		  	 and news feeds. The software is modestly priced at approximately $375  
	 		  	 per month and does not require a webmaster.  
	  		   
	 		g)  	Meetings. In order to bring additional analysts and institutions into the  
	 		  	fold, we will need to schedule some fairly intensive days of one-on-one  
	 		  	and some group meetings. We generally “mix and match” such meetings  
	 		  	so that a typical day might have meetings with two research analysts and  
	 		  	two institutions, or a mixed luncheon. Initially, we would recommend  
	 		  	several days of meetings over the next 12 months. Usually it takes a full  
	 		  	eight hours to arrange one day of meetings. You will be accompanied to  
	 		  	meetings by one of McCloud’s principals.  
	  		   
	 		h)  	Teleconferences and Web Casting. Conference calls and web casts  
	 		  	are an excellent tool with which to build rapport with shareholders. We  
	 		  	recommend quarterly conference calls with an audio web cast. We make  
	  		   
	 		i)  	the conference arrangements, send invitations and reminders, write a  
	 		  	news release announcement and provide management with a script and  
	 		  	a list of questions we have been receiving about Global Green, along  
	 		  	with a list of other questions to expect. Conferences calls and web casts  
	 		  	are excellent tools with which to develop stockholder trust, as they get to  
	 		  	know the management team.  
	  		   
	 		j)  	Corporate Meetings. It is important that McCloud and Global Green  
	 		  	keep the lines of communication open through regular telephone calls  
	 		  	and occasional meetings.  
	  	 	  	 



 

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	Special Projects    

  

	 	 
	Special            	As a full-service investor relations and financial communications firm, McCloud  
	Projects  	offers a wide range of services, including special projects not typically included  
	  	in standard monthly retainer contracts.  
	 	 
	  	     Investor Relations  
	 	 
	  	·   	Media Training and Speech-writing. We have written many  
	  	  	speeches and corporate presentations for our clients over the years.  
	  	  	This activity can include rehearsal and media training, if needed.  
	 	 	 
	  	·   	Writing Articles. When the media requests an article, we can draft  
	  	  	one for management approval, based on a discussion of the topic with  
	  	  	you or your staff.  
	 	 	 
	  	·   	Material Disclosure Review. Most clients find it useful to have  
	  	  	McCloud review their business descriptions, MD&A discussions and  
	  	  	company web site to make sure that the disclosure materials we are  
	  	  	presenting to the investment community are included.  
	 	 	 
	  	·   	Road Shows. McCloud manages the entire process of taking the client  
	  	  	on road shows/analyst tours, including meetings with key analysts,  
	  	  	brokers, industry influencers, media, etc.  
	 	 	 
	  	·   	Crisis Communications. We recommend that a crisis  
	  	  	communications plan be developed for use if and when required. This  
	  	  	aspect of corporate communications is often overlooked.  
	 	 	 



 

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	Fees & Billing     

  

	 	 
	Fees,                	We work against a budget that is based on a mutually agreed-upon set of  
	Expenses,  	tactics and activities, and bill for additional professional services rendered on  
	and Billing  	an hourly fee basis with no “availability” or “retainer” charges.  
	  	 
	   	1 	)  	Budget In order to keep Global Green’s investor relations program on  
	   	  	  	track, McCloud is proposing approximately 40 hours per month at an initial  
	   	  	  	rate of $5,000 per month increasing to $6,000 per month after six months  
	   	  	  	or when the company is listed on the American Exchange, whichever  
	   	  	  	comes first. Upon signing of the Agreement, Global Green will issue  
	   	  	  	50,000 shares of restricted stock to McCloud. The stock will vest at  
	   	  	  	12,500 shares per quarter over the 12 month period beginning on the date  
	   	  	  	the “Agreement” is signed. Global Green will also provide McCloud  
	   	  	  	150,000 warrants with a strike price of $1.40 and a five year expiration  
	   	  	  	date. Note that the monthly fee is exclusive of road shows.  
	 	 	 	 
	   	2 	)  	Road Shows Above and beyond the monthly retainer, road shows involve  
	   	  	  	a daily fee billed at $675 per day plus expenses. Travel time to and from a  
	   	  	  	destination city is billed at a $400 per day. McCloud does not charge for  
	   	  	  	pre-show planning or post-show follow-up and reporting.  
	 	 	 	 
	   	3 	)  	Special Projects These can be annual reports, warrant calls, conferences,  
	   	  	  	and crisis projects, and are incremental to the regular work, so fees are  
	   	  	  	quoted on an individual project basis.  
	 	 	 	 
	   	4 	)  	Expenses In our line of work non-travel expenses normally consist of  
	   	  	  	charges such as telephone and facsimile, news release dissemination,  
	   	  	  	overnight courier services, postage, photocopying, and other expenses.  
	   	  	  	The largest categories of expense are usually postage and photocopying –  
	   	  	  	each attributable to news releases, mail campaigns and corporate profiles.  
	 	 	 	 
	   	5 	)  	Rolling Expense Advance. We do not mark up expenses or outside  
	   	  	  	purchases. Such expenditures represent carrying costs and no profit for  
	   	  	  	us. Consequently we request a rolling advance on expenses of $1,000  
	   	  	  	and prompt reimbursement of expense invoices as submitted.  
	 	 	 	 
	   	6 	)  	Other Transactions If we assist in a corporate finance transaction, we  
	   	  	  	may choose to accept a finder’s fee from the investment bank.  
	 	 	 	 
	   	7 	)  	Billing. We normally bill an agreed-upon, estimated monthly fee in  
	   	  	  	advance. Fees for services that exceed the estimated monthly fee, such  
	   	  	  	as corporate presentations, white papers, etc., are billed at the beginning  
	   	  	  	of the next month. Invoices are sent monthly approximately two weeks  
	   	  	  	prior to the next fee period, and are to be paid within ten (10) days. After  
	   	  	  	sixty (60) days, McCloud begins charging a late fee of one (1) percent per  
	   	  	  	month on all past due invoices.  
	 	 	 	 



 

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