EX-10.15 Investment Banking & Placement Agent Agre



 





EXHIBIT 10.15




February 20, 2007




Mr. Pete Ianace

CEO

ESPRE Solutions, Inc.

5700 West Plano Parkway

Suite 2600

Plano, TX 75093




	 	 	 
	Re:

	 	Engagement of Ackrell Capital,
	 

	 	LLC, as exclusive investment banker

	 

	 	and placement agent





Dear Pete:



We are extremely excited to be working with ESPRE Solutions, Inc. (including its successors,
assigns and its and their affiliates, including any joint entity or any subsidiary of any affiliate
or related entity, collectively the “Company” or “ESPRE”), on raising capital in the form of debt
and/or equity to assist the Company in developing and realizing its business plan.



As we discussed and agreed, the Company hereby engages Ackrell Capital, LLC (including its
successors, assigns and its and their affiliates, “Ackrell”) as its exclusive financial advisor,
placement agent and investment banker regarding the placement, initially, of approximately $10
million of debt, convertible debt, and/or equity or equity linked securities, through the placement
of securities in one or a series of related or unrelated transactions (each a “Transaction”).



The attached section, entitled Binding Engagement Terms will comprise the entire engagement
agreement (the “Agreement”) between the Company and Ackrell. This Agreement may be amended in
writing from time to time as agreed upon the parties.



If this Agreement, including, without limitation, the foregoing and attached terms, is acceptable
to you, please sign below and initial the following pages where marked, and return it to me. If
you need to discuss the letter, please feel free to call Jonathan Heine on his mobile telephone
(914-523-3988) or at my office (914-666-4140). We are looking forward to continuing to work
together.




	 	 	 	 	 	 	 
	Signed:

	 	 	 	AGREED:	 	 
	 
	ACKELL CAPITAL, LLC

	 	ESPRE SOLUTIONS, INC.
	 
	By:

	 	/s/ Mike Ackrell
	 	By:
	 	/s/ Peter Ianace
	 

	 	 
	 	 	 	 
	 

	 	Mike Ackrell, CEO
	 	 	 	Peter Ianace, CEO






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BINDING ENGAGEMENT TERMS




     The following should not be construed as a definitive or binding proposal or offer to underwrite
securities of the Company, nor does it imply or express any warranty as to results or outcome of
any services provided by Ackrell Capital, LLC.




	Company:	 	ESPRE Solutions, Inc., a Nevada corporation, collectively, with its successors and assigns and its and their affiliates, including any existing or to be
formed entities which are owned or controlled by any such entities (“ESPRE” or the “Company”).
	 
	Business:	 	The Company proposes to, among other things and
without limitation, continue to develop and market
video streaming technology, systems, and products
for, among other markets, the online, video and
mobile telecommunications markets. The Company is
also involved with and/or considering the
establishment of various joint ventures and other
wholly owned and non-wholly owned entities, which
will be considered an integral part of the Business
and the Company for the purposes of this Agreement.
	 
	Engagement	 	Ackrell Capital, LLC (including its successors,
assigns and its and their affiliates, employees and
independent contractors, “Ackrell”) is hereby engaged
by the Company to act as the Company’s exclusive
investment banker, financial consultant, financial
advisor, and placement agent with regard to a
Transaction (as defined herein), as well as providing
assistance in the Company’s strategy, finances,
operations and other issues, relating to the raising
of debt and/or equity capital in an amount currently
expected to approximate $10 million, in one or a
series of related and/or unrelated transaction(s),
most likely through a private placement of securities
(each such event or transaction a “Transaction,”
however a Transaction shall include amounts lesser or
greater than the amount specified in this sentence,
and may also include the sale of some or all of the
assets, stock, securities or a majority of Ownership
Interests (as defined herein) of the Company and/or
its shareholders or Ownership Interest holders
(including, without limitation, a merger, reverse
merger, acquisition, transfer of a majority of the
assets, interests or securities of the Company,
reorganization, winding up, sale of a majority voting
interest in the Company, substantial sale by existing
shareholders of their Ownership Interests, or other
such transaction, such a transaction, a “Sale of
Interests”), currently anticipated to be in a
combination of some or all of the following
(individually and collectively, “Transaction
Capital”); senior secured debt, senior unsecured
debt, junior secured debt,





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	 	 	subordinated secured and/or unsecured debt (with or without equity
participations and/or options and warrants on such equity), convertible debt or
other equity linked debt or securities and equity, Ownership Interests (as
described herein), partnership interests, purchase of stock or warrants or
other equity interests.
	 
	Initial Term:	 	Beginning as of the date hereof and ending upon the
earlier of (i) the final closing of the Transaction,
and (ii) midnight on the date eight full calendar
months from the date hereof (October 20. 2007).
	 
	Compensation:	 	Subject to the terms described in (i) the Timing and
Conditions of Compensation Section herein, and (ii)
the Carve Out Compensation Section herein, the
Company will pay to Ackrell (or its designated agent
or assignee) immediately upon the consummation of any
Transaction (except in the case of the Retainers,
which will be paid immediately upon execution of the
Agreement), irrespective of the source of any
Transaction or Transaction Capital, the following
Compensation (aggregate of 1, 2, 3 and 4 of this
Compensation Section shall constitute Compensation
for the purposes of this Agreement).






	 	1.	 	Cash Retainer. Immediately upon the
execution of this Agreement, a non-refundable US $10,000.00 (ten
thousand US dollars) retainer payment (the “Cash Retainer”). The
Cash Retainer shall be credited, without duplication and never below
$0.00, and never requiring a refund of cash to the Company, against
the Cash Success Fee (as defined below) up to the amount of the Cash
Retainer already paid to Ackrell by the Company. The Cash Retainer
shall not be refundable whether or not a Transaction occurs.
	 
	 	2.	 	Equity Retainer. Immediately upon execution
of this Agreement, the Company will convey to Ackrell (including any
employees or affiliates of Ackrell requested by Ackrell) an amount of
common shares which could be purchased for US$200,000 (two hundred US
dollars worth of Company’s common shares) (the “Equity Retainer” and
together with the Cash Retainer, the “Retainers”). The amount of shares shall be determined by taking the average closing bid prices
of the Company’s common stock during the period 5 days prior to the
execution of this Agreement. The Equity Retainer shall be non
refundable; however, it shall be credited to, the extent it has been
paid to Ackrell, without duplication, against any Equity Success Fee
that is paid to Ackrell upon the consummation of any Transaction.
The Equity Retainer shall be conveyed on Most Favored Terms (as
defined herein), and shall have all the





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	 	 	 	rights described in the Equity Rights Section hereof. In addition, in
the event the Company consummates a Carve Out JV Financing (as defined
herein) then the Equity Retainer conveyed to Ackrell shall increase by
50% to US$300,000 worth of common shares. The Equity Retainer shall be
non refundable, whether or not a Transaction occurs, and shall be
creditable up to the amount of the Equity Retainer (but never below
$0), and never requiring a refund of shares and/or Ownership Interests
to the Company), without duplication, against any Equity Success Fee
actually due and payable to Ackrell. The Equity Retainer shall be not
refundable whether or not a Transaction occurs.
	 
	 	3.	 	Cash Success Fee. A cash fee equal to 5.0%
(five percent) (the “Cash Success Fee”) of the total amount of
Transaction Capital raised, invested or conveyed, or in the case of a
Sale of Interests, of the Total Consideration paid, transferred or
conveyed pursuant to such sale. Any Cash Retainers actually paid to
Ackrell shall be credited against the Cash Success Fees due and
payable to Ackrell hereunder.
	 
	 	4.	 	Equity Success Fee. In addition to the
Retainers and the Cash Fees payable hereunder, Ackrell shall receive
an amount of Ownership Interests (as defined herein) equal to an
amount that would be purchasable with an amount of cash equal to 5.0%
(five percent) of the total amount of Transaction Capital raised,
invested or conveyed, or in the case of a Sale of Interests, of the
Total Consideration paid, transferred or conveyed pursuant to such
sale (the “Equity Success Fee”). Any Equity Retainer actually paid
to Ackrell shall be creditable without duplication and never
below$0.00 and never requiring any return by Ackrell of any shares or
securities, against the Equity Success Fee (as defined herein) due
and payable to Ackrell. The Ownership Interests payable pursuant to
the Equity Success Fee shall be conveyed on Most Favored Terms to
Ackrell, and shall have all the rights and privileges granted under
the Equity Rights section hereof.






	Timing and

Conditions of

Compensation	 	 	1.     All retainers shall be due and payable in full
immediately upon the execution of this Agreement,
and shall, in no event, be refundable to the
Company. With regard to the Equity Retainer, the
Company shall issue shares as soon as practicable.
	 
	 	 	 	2.     All Cash Success Fees and Equity Success Fees shall be due and payable
in full immediately upon the first consummation of any Transaction,
including the execution of a binding commitment to consummate a
Transaction, irrespective of the amounts of Transaction Capital advanced,
conveyed, invested, or otherwise funded.
	 
	 	 	 	3.     All other compensation, Compensation, Cash Success Fees, Equity Success
Fees, and other consideration payable to Ackrell hereunder shall be due
and payable in full upon (and in proportion to) each funding, closing or
consummation of any Transaction, except with regards to any Sale of
Interests, in which case Compensation shall be paid in full, based on the
Total Consideration conveyed, immediately upon the first closing or
consummation of such Sale of Interests.
	 
	Equity Rights: 	 	 	1.     Company to Cooperate on Ackrell Ownership Interests. The Company will reasonably
cooperate with Ackrell on structuring Ackrell’s Ownership Interests so as to create favorable
tax treatment to Ackrell of such Ownership Interests. This cooperation may include, without
limitation, the granting to Ackrell of 7 year Warrants, exercisable at $.0001 per warrant, to
purchase Ownership Interests.
	 
	 	 	 	2.     Execution of Definitive Agreements. Ackrell’s Ownership Interests shall
be evidenced by appropriate agreements, including, as the case may be, and
without limitation, shareholders agreements, warrant agreements, operating
agreements, registration rights agreements, or otherwise.
	 
	 	 	 	3.     Registration of Company Common Stock. In the event the Company does
not have sufficient registered shares or related securities available for
the payment of the Equity Retainer and/or the Equity Success Fee, then the
Company shall provide Ackrell with Ownership Interests whose legend and
trading restrictions shall expire within one year of the date of issuance
of such stock. In addition, the Company shall provide Ackrell with
unlimited piggyback registration rights on Ackrell’s Ownership Interests.
The Company shall be responsible for all costs and fees related to such
registration if and when it occurs. In addition, the Company hereby
agrees that in the event of a Sale of Interests, the Ackrell Ownership
Interests shall not be treated as “insider” stock or be subject to any
lockup or trading restrictions, subject to applicable law.





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	Certain Definitions:	 	1.     Ownership Interests. For purposes of this Agreement, Ownership Interests
shall be defined as (i) any equity or equity linked securities, including, without limitation,
common stock, convertible debt or preferred stock, membership interests, partnership
interests, equity or profits participations, stock appreciation rights, or other ownership,
membership, or other interests in the Company (including, without limitation, the Company’s
interests in any existing or to be formed joint venture or affiliate) or the entity which
ultimately controls the Company (or its assets or business) as are purchased by the investors,
or owned or held by the Company’s existing investors, in each case at Ackrell’s discretion, or
warrants on or options to purchase such securities, rights or interests. Ownership Interests
shall include any securities issued pursuant to any Transaction contemplated herein.
	 
	 	 	2.     Most Favored Terms. For purposes of this Agreement, Most Favored terms
shall be defined as (i) the price (if applicable), (ii) terms, including
without limitation, any preference and dividends, and (iii) conditions
(including voting, sale, tag along, and minority protection rights) of any
Ownership Interests which are no less favorable from any investor’s or
purchaser’s perspective than are the most favorable price, terms and
conditions as are conveyed to or received by any investor or purchaser in
any Transaction; provided, however, that if the average closing bid price
of the Company’s common stock for the five days previous to the
announcement, date of signed commitment, or pricing date of any
Transaction is less than the price conveyed pursuant to a Transaction,
then Ackrell shall have the right, but not the obligation, to accept the
Company’s common shares at the 5 day average closing bid price instead of
any securities issued pursuant to a Transaction in satisfaction of the
Equity Success Fee.
	 
	 	 	3.     Total Consideration. For purposes of this Agreement, Total
Consideration shall be defined as the aggregate of all cash, assets, or
other consideration paid, advanced, funded, exchanged, transferred or
otherwise conveyed, plus the assumption, repayment, settlement,
satisfaction, negotiation, or modification of outstanding debt or other
liabilities, plus the assumption, repayment, settlement, satisfaction,
negotiation, or modification, of any outstanding preferred stock,
including the present value of any consulting or non competition
agreements pursuant to any Transaction, including, without limitation, any
Sale of Interests. In addition, to the extent a Sale of Interests does
not include the acquisition of all of the Ownership Interests of the
Company, such Ownership Interests remaining outstanding shall be included
in the





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	 	 	calculation of Total Consideration for purposes of calculating Ackrell’s
fees payable in this Agreement, valued as if such outstanding Ownership
Interests were purchased pursuant to such Sale of Interests. By way of
illustration, if the price paid for 90% of the outstanding Ownership
Interests (including assumption of debt and preferred stock) of the
Company were $100 million, then the value of the remaining 10% of
Ownership Interests outstanding would be $11.1 million (100 divided by 90%
(90% being 100% less the 10% remaining outstanding)), brining the Total
Consideration to $111.1 million.
	 
	Carve Out
Transactions:	 	1.     Carve Out Financing. The Company may raise up to
$2,000,000 (two million US dollars) from the Carve
Out Shareholders (“Carve Out Shareholders” include
only the following: Jack Hunter (Houston, TX), Mike
Willis (San Antonio, TX), Jane E. Snowden Trust
dated 12/23/94, the Phillip H. Snowden Trust dated
12/23/94, Daniel A. & Ida M. Ryan, W. Gordon Snyder
Revocable Trust dated 23 July 2001, Snyder
Investment Family Limited Partnership, Grant Davis,
Thomas L. Carmody, William P. Moore III Revocable
Trust dated October 9, 2001, Clark Burns, Hickock
Investment Corp.), and so long as all the Carve Out
Conditions are met pursuant to such transaction
(and if any such conditions are not met, then the
Company shall pay Ackrell all Compensation as if
such Carve Out Transaction were a Transaction
subject to Compensation hereunder), the Company
will not be liable to pay Ackrell any Cash Success
Fee or Equity Success Fee on the amount of such
funds up to $2 million raised from such Carve Out
Shareholders; provided, however, that if the
Company raises in excess of $2 million pursuant to
a Carve Out Financing, then the Company shall be
required to pay Ackrell all Cash Success Fees and
Equity Success Fees on such excess amounts raised,
as if such excess amounts were raised by Ackrell
pursuant to a Transaction. The Carve Out
Conditions are as follows:






	 	(i)	 	The Company must consummate such Carve Out
Financing (or JV Carve Out Financing) during the Initial Term.
	 
	 	(ii)	 	The securities or Ownership Interests
issued pursuant to such Carve Out Financing must not be
secured by any assets of the Company (or, in the case of an affiliate
or joint venture, any of the assets of the joint venture or
affiliated entity).





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	 	(iii)	 	The issue price or conversion price of the
securities or Ownership Interests issued pursuant to such Carve Out
Financing must be not less than the average closing bid price of the
Company’s common stock for the 5 days prior to the earlier of (a) the
consummation of the Carve Out Transaction and (b) the day in which
the issue price or the conversion price of the securities issued
pursuant to such Carve Out Transaction is set.






	 	 	2.     IV. Carve Out Financing. In addition to the Carve Out Financing, the
Company may raise up to $2,000,000 (two million US dollars) from Motorola
Ventures, Spring Ventures, Visual Investments (collectively, the “JV Carve
Out Entities”) to fund a joint venture in which such JV Carve Out Entities
have an ownership interest (such capital raise a “JV Carve Out
Financing”), and, so long as all the Carve Out Conditions are met
pursuant to such JV Carve Out Financing (and if any such conditions are
not met, then the Company shall pay Ackrell all Compensation as if such
Carve Out Transaction were a Transaction subject to Compensation
hereunder), the Company will not be liable to pay Ackrell any Cash Success
Fee or Equity Success Fee on the amount of such funds up to an aggregate
of all JV Carve Out Financings of $2 million raised pursuant to such JV
Carve Out Financing: provided, however, that if the
Company raises in excess of $2 million pursuant to a JV Carve Out
Financing, then the Company shall be required to pay Ackrell all Cash
Success Fees and Equity Success Fees on such excess amounts raised, as if
such excess amounts were raised by Ackrell pursuant to a Transaction.
	 
	 	 	3.     The Company will coordinate all Carve Out Financing and JV Carve Out
Financing discussions with Ackrell in advance of and throughout such
discussions so as to ensure continuity with the engagement hereunder.
	 
	Continuing

Interest: 	 	Notwithstanding any expiration or termination of this Agreement
pursuant to the terms hereof or otherwise, if on or before a
date one year after any expiration or termination hereof (such
one year period the “Post-Expiration Period”), the Company
enters into a definitive commitment, substantial letter of
intent, or engages in substantive discussions relating to any
financing, Transaction of Sale of Interests for any portion
thereof), with any party (excluding a Carve Out Entity) with
whom the Company or Ackrell was in contact during the Initial
Term regarding any potential financing, Sale of Interests or
other Transaction, any of which financings, Sale of Interests,
or Transactions is subsequently and substantially





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	 	 	consummated with such party, the Company shall pay to Ackrell the full
amount of Compensation calculable and payable in accordance with the terms
and provisions of the Compensation Section hereof, as if such financings,
Sales of Interests, or Transactions had occurred during the Initial Term.
Upon any expiration or termination hereof, the Company and Ackrell shall
provide each other with a list of parties contacted, and each shall
include in such list, in good faith, all parties with whom each was in
contact regarding a potential financings, Sales of Interests, or
Transactions pursuant to this Agreement.
	 
	Follow on
Exclusive:	 	Upon the completion of any financing, Sale of Interests, or other Transaction during
the Initial Term hereof (including, without limitation any Carve Out Financing or JV
Carve Out Financing), Ackrell shall automatically be granted an additional right, for
the 24 month period beginning at the consummation of such Transaction (the “Follow On
Exclusive Period”), to act as the Company’s
exclusive investment banker and
financial advisor for any other transaction or Transactions (including Sale of
Interests) which may occur subsequent to the closing of any Transactions contemplated
hereunder, subject to the Public Offering Carve Out and the M&A Carve Out provisions
below. In the event Ackrell provides the Company with bona fide offer(s) (including,
without limitation a term sheet proffered in good faith from an investor) to provide
financing to the company or otherwise enter into a Transaction, and the Company
determines to not accept such offer(s), then, for the purposes of the Follow On
Exclusive, the Company shall be deemed to have completed a Transaction.
	 
	Public Offering

Carve Out:	 	In the event the Company determines to effect a public offering of its stock or other
securities, the Company may use the services of one of the following four investment
banking institutions (the “Carve Out Institutions”), subject to the Public Offering
Fee Sharing Right conditions set forth below. JP Morgan Chase & Co., Citigroup Inc.,
Morgan Stanley Corp., and Goldman Sachs, Inc. In the event the Company determines to
use any such Carve Out Institution pursuant to a public offering of its securities,
then Ackrell shall have the right (the Public Offering Fee Sharing Right), at
Ackrell’s sole discretion, to act as and be compensated by the Company as, either (i)
a co-lead book running manager for 50% (fifty percent) of the total fees (including,
without limitation, all gross spread, underwriting fees, selling concessions,
management fees, and other consulting and advisory fees) pursuant to such public
offering, or (ii) financial advisor to the Company for





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	 	 	a fee of 2% (two percent) of all capital raised pursuant to such public offering.
	 
	M&A Carve Out: 	 	If, during the second twelve month period of the Follow On Exclusive Period, the
Company is solicited by any of the Carve Out Institutions to effect a Sale of
Interests of the Company or similar transaction, then the Company may hire one such
institution which so solicited the Company; provided however, that the Company shall
hire Ackrell as co-advisor and pay to Ackrell, as compensation, 40% (forty percent)
of all fees paid to all investment banking and financial advisory institutions (or
otherwise) pursuant to such Sale of Interests of the Company or similar transaction.
	 
	 	 	The Company will reimburse Ackrell for reasonable out of pocket expenses incurred by
Ackrell (including the designated project team involved with this engagement) and its
partners, affiliates, registered representatives, members, agents and consultants
(such agents and consultants to be approved by the Company) pursuant to its
engagement hereunder as well as legal fees of one counsel rated to the preparation of
documentation of its engagement hereunder and evidencing and securing Ackrell’s
Ownership Interests. Reimbursable expenses shall include, without limitation,
database fees, telephone and other communication, travel and business entertainment,
copy and production costs. Reimbursable Expenses shall exclude Ackrell’s general
overhead expenses. Reimbursement of expenses hereunder shall be payable whether or
not a Transaction is consummated. Ackrell shall submit on a periodic basis invoices
for expense reimbursement which shall include, to the extent practicable, receipts
and invoices from third parties evidencing expenses. The Company shall reimburse
Ackrell for such reasonable expenses promptly upon receipt of such expense
reimbursement invoices.
	 
	 	 	The Company hereby indemnifies and holds harmless Ackrell and its agents,
representatives, consultants (including, without limitation, Ackrell Capital, LLC,
Jonathan Heine; Greenridge Capital LLC, and their affiliates (including its members
and registered representatives and agents) (collectively “Ackrell Agents”) from and
against any losses, claims, damages, assessments, penalties, judgments, awards, and
other liabilities (collectively “Liabilities”), including; the expenses of counsel to
Ackrell and/or Ackrell Agents (as the case may be) to defend against such
Liabilities, to the fullest extent permitted by law and to fully and promptly
reimburse Ackrell and/or Ackrell Agents (as the case may be) for any and all fees,
costs, expenses and





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	 	 	disbursement (collectively “Expenses”), as and when incurred, of
investigation and preparing or pursuing the defense of any actual, alleged
or pending claim, action, suit, proceeding, litigation, arbitration or
investigation, as a result of any third-party claim against Ackrell and/or
Ackrell Agents (as the case may be) arising out of or in connection with
the services rendered under this Agreement (and any work product,
presentations, communications, advice or other materials prepared or
conveyed in connection therewith), including any actions taken by the
Company as a result of or in response to any advice given or services
rendered under this Agreement provided, however, that these
Indemnification provisions shall not apply to any portion of any such
Liabilities to the extent it is found in a final judgment by a court of
competent jurisdiction (not subject to further appeal) to have resulted
primarily and directly from the gross negligence or willful misconduct of
Ackrell or Ackrell Agents. Ackrell shall (a) promptly notify the Company
of any claim made for which the Company has an indemnification obligation,
(b) provide all reasonable assistance to the Company to settle or defend
the claim; and (c) give the Company sole control over all negotiations
and proceedings that may arise from such claim; provided, however,
that notwithstanding anything contained in this Agreement, or any other
agreement between the Company and Ackrell, or otherwise the Company shall
not enter into or agree to any settlement unless such settlement includes
a provision unconditionally releasing Ackrell and/or Ackrell Agents (as
the case may be) from and holding Ackrell and/or Ackrell Agents (as the
case may be) harmless against all liability in respect of claims or
proceedings, and shall not, without the written permission of Ackrell
and/or Ackrell Agents (as the case may be), involve the admission of any
wrongdoing or fault of Ackrell and/or Ackrell Agents (as the case may be).
This Indemnification Section shall survive any termination or expiration
of this Agreement.
	 
	Confidentiality:	 	Ackrell agrees to keep the Company’s non-publicly
available information confidential, and provide such
information only to Ackrell affiliates and agents who
need to know such information to assist with Ackrell’s
engagement hereunder, and to potential Financing sources
and their affiliates and agents as directed by the
Company. The confidentiality provisions of this
Agreement shall expire one year from the date hereof.
Ackrell’s engagement hereunder, and the services rendered
shall not be deemed to be non-public information subject
to Confidentiality provisions of this Agreement. Upon
completion of a Transaction, Ackrell may issue an
announcement, including a “Tombstone” advertisement
reflecting the Transaction and Ackrell’s involvement
therewith.











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	Miscellaneous:	 	a) Ackrell shall be acting as an
independent contractor to the
Company, and accordingly shall
have neither rights to benefits
nor liabilities to any party as
it would as an employee,
director or officer of the
Company.
	 
	 	 	b) No person who is a member, employee, or affiliate of or contractor to
Ackrell shall have or be deemed to have personal liability to the Company
(or Ackrell) hereunder.
	 
	 	 	c) Ackrell shall make itself available to the Company on a basis which
Ackrell in its sole discretion deems reasonable.
	 
	 	 	d) Ackrell has performed and shall have the right to perform services for
other entities which may be deemed to be competitive with the Company
during and after the Initial Term, subject to the Confidentiality
provisions herein.
	 
	 	 	e) Any advice or work product provided by Ackrell to the Company shall be
kept strictly confidential by the Company and shall not be shared with any
third parties without the express written consent of Ackrell. No advice
or work product provided by Ackrell shall be deemed to be an opinion of
fairness from a financial point of view or otherwise of any Transaction,
Sale of Interests, transaction or arrangement of the Company.
Accordingly, the Company is urged to seek its own legal, accounting, tax,
and other advice as it deems appropriate, prior to utilizing any advice
from Ackrell, or communicating with any potential or actual investors,
lenders, or other parties. To the extent the Company requests, and Ackrell
agrees to provide an opinion as to the fairness from a financial point of
view of any Transaction or Sale of Interests, then the providing of such
opinion shall be coveted by a separate agreement with its own terms and
conditions, by and between the Company and Ackrell.
	 
	 	 	f) The Company expressly acknowledges that Ackrell has not made any
representations or warranties as to likely results or outcomes deriving
from the services of Ackrell performs hereunder, and Ackrell shall have no
liability to the Company or otherwise regarding any actions taken as a
result of, or direct or indirect consequences or results of, any services
rendered or advice given by Ackrell. Accordingly, each of the Company and
Ackrell has retained its own legal advice in entering into this Agreement
and evaluating any advice, guidance or direction given or services
rendered or to be rendered by Ackrell.








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	 	 	g) Any modification to this Agreement must be mutually agreed in writing
and executed with all required signatures of both parties hereto.
	 
	 	 	h) All payment obligations under the Compensation section of this
Agreement shall survive any termination of expiration of this Agreement.
In the event Ackrell, as a result of non-payment of Compensation due it,
initiates counsel or collection agents or court proceedings to collect
Compensation due it under this Agreement, the Company shall be liable for
all costs, including legal fees, commissions and collection costs,
incurred by Ackrell.
	 
	 	 	i) The Company shall not consummate any Transaction, Sale of Interests,
financings, or other Transactions or transaction without providing
adequate provisions and protections for the payment to Ackrell (or its
assigns) of all Compensation due hereunder.
	 
	 	 	j) The Company shall direct payments hereunder as directed by Ackrell.
	 
	 	 	k) If any provision herein is determined or held by court action or
otherwise to be unenforceable or invalid, it shall be severable from all
other provisions herein and such not affect the validity and
enforceability of any other provision herein.
	 
	 	 	l) Any notices made hereunder may be made by certified mail, courier or
delivery service, or verified facsimile provided there is a signed receipt
or facsimile thereof verifying delivery by the recipient. Notice shall be
deemed received as of the date of signature by such recipient or its
members, officers or employees, as the case may be.
	 
	Governing Law:	 	This Agreement shall be governed by the laws of the
State of California, without regard to any conflict of
law provisions thereof. The Company hereby consents to
the jurisdiction of any California State or Federal
court located in the City of San Francisco for the
adjudication of any suits, actions or conflicts arising
out of this Agreement.
	 
	Entire Agreement:	 	This constitutes the entire understanding between the
Company and Ackrell.





Initials: PI     MKA





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