*matriXtechnology alliance, inc.*

 

 

August 1, 2003

 

Mr. William E."Bill" Prince, President

Naturol, Inc. /Integrated Environmental Technologies, Ltd.

201 E. Elizabeth Street

Elizabeth City, NC27909

 

Dear Bill:

 

We are certain thatNaturol Holdings Ltd., through its subsidiary - Integrated EnvironmentalTechnologies Ltd. - will continue to benefit from its contract servicerelationship with ***MatriX TechnologyAlliance, Inc.*** It is our intent to formalizean annual contract agreement for the remainder of this year with **Naturol,Inc.**and its emerging subsidiary, **Integrated Environmental TechnologiesLtd.** so that we may both proceed with a firm understanding of serviceprovision. Our proposal is to provide the following array of services for **IntegratedEnvironmental Technologies Ltd.** on an annual contract basis:

 

PROPOSED SERVICES:

-  Provision of two,    or as many as three, fully equipped offices at 201 E. Elizabeth Street,    Elizabeth City, NC 27909. Including letterhead, business cards, two+    restricted for company use phone lines, internet access and a fax line to    accompany said offices.Up to forty (40)    hours of secretarial, bookkeeping and other clericalsupport    services per week.Telephone and    visitor reception Monday through Friday, 8 am until5    pm.Advisory board    comprised of three (3) professional associates(consultants    contracted by ***MatriX Technology    Alliance, Inc.***)selected    by your organization to best provide supplementaladvice,    technical support, marketing plan development andimplementation    and research and development services.Up to five (5)    hours of grant and proposal writing per week.Contract    administration services, including financial oversight, forbilling    of grant and/or contract payments - to occur as required, ata    minimum of once per month.Access to    conference room with advance scheduling given priority.
 

 

Matrix Proposal toNaturol, Inc. / I.E.T.

August 1, 2003

Page 2 of 3.

 
**PROPOSED SERVICES *(Continued):*-  Unlimited incoming    fax.Unlimited black and    white photocopies per month.Internet access and    a company website.Access to workroom    and break room, and all complimentaryequipment    such as coffee pots, refrigerator, office equipment...All utilities,    except long distance phone to be included.Incoming mail    receipt and special shipping options at no cost.Janitorial services    for office space, restrooms, and commonspaces.**Additional Servicesbilled on a per item basis:**-  Other special    services, such as employment and managementservices,    as requested and proposed under separate cover.Technical    assistance, i.e.: engineering, land planning, in-depthbusiness    planning, financial arrangements and structuring,professional    staff presentations, business/organizationdevelopment    will be arranged for to serve Integrated EnvironmentalTechnologies    Ltd.'s needs, as they develop. Facilitation of such servicesdoes    not imply payment for such services, as the expenses for specificservices,    other than those included in this agreement, will be contractedbetween    service-contractor and Integrated Environmental TechnologiesLtd.**TOTAL ANNUAL COST OFALL PROPOSED SERVICES:**
 

   September 1, 2003 through December 31,2003                            $ 97,000 *

               (September's Monthly Payment will be $22,000 and

               each subsequent month during this fiscal year will be

               billed at $30,000/month)

 

   January 1, 2004 through December 31,2004                                $ 300,000 *

 

    *Billed monthly at the beginning of each month.

 

It is proposed that,upon mutual agreement, ***MatrixTechnology Alliance, Inc.***shallprovide all services contained herein for three subsequent years, with a tenpercent (10%) increase in the annual contract amount for each year; hence:
 

January 1, 2004 throughDecember 31,2004                                   $ 330,000

January 1, 2005 throughDecember 31,2005                                   $ 363,000

January 1, 2006 throughDecember 31,2006                                   $ 399,300

 

 

Matrix Proposal toNaturol, Inc. / I.E.T.

August 1, 2003

Page 3 of 3.

 

 

The associates of ***MatrixTechnology Alliance, Inc.***lookforward to formalizing an agreement for services with you in the very nearfuture.
 

Best Regards Always,

 

 

/S/Marion C. Sofield

Marion C. Sofield

Executive Director

 

 
**CONTRACTUAL  AGREEMENT:

Representativesignature(s) below shall serve to make this letter a contractual agreementbetween ***Matrix TechnologyAlliance, Inc.***and**Naturol, Inc. / Integrated Environmental Technologies Ltd.**Said contractmay be****terminated with a minimum of 120 days notice, effective uponreceipt of written notification.
 
**AGREED UPON BY AND  BETWEEN:**
 

 

 

/S/William E.  Prince                                                                           8-27-03                 

William E. Prince,  President and  CEO                                            Date
**Naturol, Inc.

(Integrated  Environmental Technologies Ltd.)**
 

 

 

/S/Marion C.  Sofield                                                                           8-01-03                 

Marion C. Sofield,  Executive  Director                                              Date
***MatrixTechnology Alliance, Inc.***
 ****