Unassociated Document


    
      

    

    
      Exhibit 10.10

      


      
        
          
            
              
                
                  
                    	
                            Daylight

                          	 
      	
                            Letter
      of Understanding

                          
	
                            Harvesting

                          	 
      	 
      
	
                            &

                          	 
      	 
      
	
                            Dimming
      Electronic Ballast

                          	 
      	
                            The
      Future of Fluorescent
Lighting

                          


                  

                

              

            

          

        

      

      


      


      Wednesday,
March 16, 2005

      


      
        	
                To:

              	
                David
      Pedersen, President

              


      

      Merit
Media, Inc.

      


      


      
        	
                Subject:

              	
                Letter
      of Engagement

              


      

      


      David,

      


      Documenting
the points you clarified for us this morning during our phone conversation with
you.

      


      An
expectation of a fee is only on those entities, to whom, you introduce to Axis
Technologies, Inc. with the intention of providing funds for Axis’s PPM (Public
Private Memorandum)

      


      Pre-existing
relationships (i.e. Casteel Capital) void this expectation and fee
arrangements.

      


      Compensation
of 3% common stock and 3% gross amount of financing is for Axis PPM (Public
Private Memorandum). Other opportunities and fees will be addresses on a case by
case basis.

      


      Please
sign and return by fax and mail.

      


      


      
        
          
            	
                    /s/ Kip Hirschbach

                  
	
                    Kip
      Hirschbach

                  
	
                    President

                  
	 
      
	 
      
	
                    /s/ David Pederson

                  
	
                    David
      Pedersen, President

                  
	
                    Merit
      Media Inc.

                  


          

        

      

      


      


      


      


      
        
          
            	
                    Phone:
      866/458-9880

                  	
                    2056
      South Folsom St., Lincoln, NE 68522

                  	
                    Fax:
      866/458-9881

                  


          

        

      

      

        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

       

      LETTER OF
ENGAGEMENT

      


      This
letter (the “Agreement”) will confirm the general terms of understanding of Axis
Technologies, Inc. (hereinafter referred to as “ATI”) to retain Merit Media
Inc. or its designee entity (hereinafter referred to as “Provider”) for the
purpose of providing funding for ATI.

      


      General
terms and conditions are set forth as follows:

      


      I. FINANCING
TRANSACTIONS

      


      Fees will
be due and payable for all funding sources introduced by Provider for
transaction(s) closed from the date of this Agreement and for a minimum period
of five year thereafter. The fees are payable on any and all transaction(s) with
funding sources introduced by Provider which are closed by ATI, including subsequent
follow-up, repeat, extended or renegotiated transaction(s) for a period of five
years from the date of introduction or closing of the transaction, whichever is
later. ATI agrees not to
circumvent the purpose(s) of this Agreement.

      


      Provider
may work with and/or retain other funding sources (hereinafter referred to as
“Co-Provider”) to complete the financing for the Projects, but ATI will not be responsible
for any fees of such firms absent a separate agreement between ATI and such individual or
firm. The Provider will hereby indemnify ATI from any claim by any
Co-Provider with respect to moneys paid by ATI to Provider as to which
any such Co-Provider has a claim.

      


      Compensation
for furnishing the source of funding will be three percent (3%) in ATI Common
stock of the gross amount of the funds raised, and three percent (3%) of the
gross amount of financing raised from a financing source introduced by Provider,
to be paid to Provider from the proceeds of such financing at the closing of
said financing.

      


      The above
term apply to any subsequent rounds of financing with any banking or lending
institutions, trusts, corporations, companies or individual lenders or borrowers
introduced by Provider.

      


      Any Fee
due under this Agreement shall be payable via wire transfer to the specified
accounts to be provided under a separate cover

      


      


      II.
CONFIDENTILITY

      


      Confidential
information may be provided to Provider and to ATI for assistance. The
information and materials provided will be solely for the purpose of evaluating
the venture or relationship with each of the parties to this Agreement. Except
as otherwise provided herein, either parties will not disclose this information
to anyone without express written permission, and will return all such materials
to the other party upon request. All outside advisors engaged by both parties
will be instructed to keep this information confidential and to use it solely
for the purpose of evaluating the venture. If either party or any of its
advisors or representatives is requested to disclose any information or release
any materials in connection with any legal proceeding, the other party may seek
a protective order to require Provider's compliance with this
Agreement.


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      Provider
shall not be under any legal obligation with respect to the proposed investment
or any part of it unless and until this Agreement is executed between Provider
and ATI.

      


      III. TERM ANP
TERMINATION

      


      The
obligations of the parties hereunder shall terminate one year from the date of
this Agreement (except that the provisions concerning confidentiality shall
survive termination) and shall automatically be renewed on a monthly basis,
provided, however, that either party may terminate this agreement upon 30 days
written notice delivered to the other party, which termination may be with or
without cause and for any reason whatsoever.

      


      V. OTHER TERMS ANP
CONDITIONS

      


      In the
event either party is required to enforce this Agreement, it will be entitled to
its costs and reasonable attorney fees in connection with enforcement of this
Agreement.

      


      ATI has the right to approve
any Funding Source and/or Co-Provider with whom the Provider is
affiliated.

      


      ATI acknowledges and agrees
that funding sources introduced by Provider are exclusive to Provider and that
ATI will not solicit
business from such persons or entities during the term of this Agreement. Should
ATI be contacted
directly by any named investor introduced by Provider, ATI will advise Provider and
work through Provider.

      


      No
provision of this Agreement may be amended, modified or waived orally, but only
in a writing signed by a duly authorized officer or attorney-in-fact of ATI and Provider. This
Agreement constitutes the entire agreement of the parties with respect to the
subject matter hereof and supersedes all previous agreements and understandings,
written or oral, between the parties or their affiliates or agents with respect
to the subject matter hereof. The headings in this Agreement are for convenience
of reference only, and shall not alter or affect the meaning of any provision.
Each party acknowledges that it has not relied upon any representation of the
other party, except for any representation made by such party under the express
terms of this Agreement, in entering into and undertaking the obligations
imposed by this Agreement. This Agreement shall be governed by and construed in
accordance with the laws of the State of Nebraska. The parties agree that any
action brought to resolve any controversy arising under or relating to this
Agreement should be subject to the exclusive jurisdiction of, and may only be
brought or maintained in, the state and federal courts of the State of
Nebraska.

      

        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

       

      This
agreement is to supersede any previous agreements between ATI and
Provider.

      


      Please
confirm your agreement with the foregoing by signing below and returning one
copy to the undersigned.

      


      Yours
truly,

      


      


      
        
          
            
              
                
                  
                    
                      	
                              AGREED:

                            	 
      	
                              AGREED:

                            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                              By:

                            	
                              /s/ David Peterson

                            	 
      	
                              By:

                            	
                              /s/ Kip Hirschbach

                            
	 
      	
                              David
      Peterson, Merit Media President

                            	 
      	 
      	
                              ATI,
      President

                            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                              DATED:

                            	
                              3-16-05

                            	 
      	
                              DATED:

                            	
                              3-16-05