GrantBettingen Inc.

19900MacArthur Blvd., Suite 110

Irvine,CA 92612

949-223-0031Fax 949-223-0021

 

ENGAGEMENTAGREEMENT

 

 

This Agreement is madethis 4th day of June, 2004 by and between **Grant Bettingen, Inc.** ("**GBI**")located at 19900 MacArthur Blvd., Suite 110, Irvine, CA 92612 and **HesperiaTruss, Inc**. (**Client**), 9780 "E" Ave., Hesperia, CA 92345.

 

The purpose of thisAgreement is to set forth the terms and conditions under which GBI and Clientagree that GBI will serve as exclusive consultant to Client in assisting Clientto obtain capital funds, debt or equity financing and/or a joint Venture/mergerpartner to enable client to finance and expand its business. Essential terms ofthe agreement are as follows:

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1.    **      SERVICES**: GBI will provide the following services to Client:

 

a.          Advising on the appropriate pricing and structure for the capital to be      raised and determine whether a       

        private placement or merger would be appropriate.

        

b.          Identify potential and appropriate investors and/or a joint venture/merger      partner.

 

c.          Advise and assist with respect to negotiations of any proposed financing,      sale of capital stock or other business .

             arrangement.

 

d.          To continue to assist company in its ongoing fund raising activities      including a possible buyout of the Company at 

              some future date and/or working with client to assist in public market      oversite. 

 

e.          Being in regular and close contact with the officers and staff of Client      for continuing consultation and advice during the 

             term of this Agreement if desired by management. 

 

2.          **RIGHT OF REFUSAL**: Client shall have the sole and absolute right to    accept or reject any offer received.

 

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3. **   **      **FEE**: Client agrees to pay GBI upon the closing of one or more    transactions a cash fee based upon the total   

          consideration received by client and/or its shareholders. This fee shall be based upon the    following. 

          

a)         10% of the first $2 million, 8% of the next $2 million and 4% from $4      million up on monies raised by or assisted by 

            GBI  on the sale of equity. In the case of any secondary offerings,      GBI will have the right of first refusal to assist in 

            such offering and will receive its fee on the same basis as above.

 

b)         5.0% for Sub Debt/mezzanine financing or any instrument that could convert      into equity.

 

c)         3.0% cash fee for any pure debt financing provided by an institutional      source identified or introduced by GBI will be 

            paid to GBI.

 

d)         Payment of fees will be made concurrent with the receipt of financing      through an escrow account for the benefit of 

            Client, and/or its Shareholders and GBI. Such fees may, therefore, be paid      in a series of payments, as financing is 

            received through the established escrow for the benefit of the      shareholders/client account.

 

e)         In the event of any joint venture, reverse merger, merger and/or      acquisition arranged by GBI, a fee of 10.0% of the 

            total consideration received or exchanged without regard to the form of      the transaction(s) will be payable half in cash 

            and half in stock at the closing.

 

f)         Normal and reasonable out-of-pocket expenses will be reimbursed for      amounts up to $250 without pre-approved by 

           Client. Such amounts will be immediately due upon invoicing and proper      accounting receipts.

4. **   **     **BUSINESS INFORMATION**: Client shall promptly furnish to GBI, to the    best of its ability, complete and accurate business  

            information, and shall promptly inform GBI of any changes which may    materially affect its business or GBI's services under this 

            Agreement.

 

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5.   *  ***TERM**: This Agreement shall be in effect for twelve (12) months    from the date of signing by Client, and continue thereafter until 

            terminated by either party upon thirty (30) days prior written notice;    provided, however, that this Agreement shall completely and 

            finally terminate, unless terminated sooner, or unless extended by written    agreement, twenty four (24) months from the date of 

            Clients signing. Client shall pay fees in accordance with the terms of this    Agreement for any transaction concluded within 18 

            of the termination of this Agreement by Client with any party introduced to    Client during the term of this Agreement.

            months 

 

6. **  **     **INDEMNITY**: Client agrees to indemnify GBI, its partners, employees,    agents and associates against any liability, claim or 

            damage, asserted by third parties arising out of/in connection with data    submitted by Client under this Agreement or the services to 

            be performed by GBI hereunder except to the extent attributable to the gross    negligence of GBI in which case GBI shall indemnify 

            Client.

 
**7.         ARBITRATION: Any controversy, dispute or claim relating to this    Agreement between the parties shall be resolved by binding 

            arbitration in accordance with the rules of the American Arbitration    Association.

 

8**.         GOVERNING LAW:**This Agreement shall be interpreted under and governed by    the laws of the State of California.

 

9. **  **  **ENTIRE AGREEMENT**: This is the entire Agreement between the    parties pertaining to its subject matter and supersedes all 
**            prior agreements, representations and understandings of the    parties. No modification of this Agreement shall be 

            binding unless agreed in writing by the parties.
** 

                     GRANT BETTINGEN, INC. **  **                                      **HESPERIA TRUSS, INC**
 

 

                   By:________________________                                   By: /s/ Don M. Shimp

 

 

                   Accepted and agreed to this day of June 4, 2004:******