Yellowstone
Management Group

750
Ocean Royale Way, Suite 1002

Juno Beach, FL 33408


	
 

	
 

	
 


	
W. A. Strachan 

	
Telephone:  

	
561-307-1677 


	
President 

	
Fax: 

	
561-626-5131 





RE:     Engagement
Letter


This
agreement made this 29th day of June, 2006 by and between Yellowstone
Management Group, Inc. and Fermata Capital (“Yellowstone”), their assignees or any
related entities, having an address at 750 Ocean Royale Way, Suite 1002, Juno Beach, FL
33408 and Intuitive
System Solutions, Inc. (“Company”) having an address at 2053 Pabco Road, Henderson, Nevada 89011
(“Company”) or any related entities, its officers or its affiliates, to assist the company as
its representative to secure equity and to take the company public through and I.P.O.


	
 

	
 

	
 


	
Term:

	
 

	
This
  agreement shall become effective upon execution hereof by both parties and
  shall be for a term of one (1) year. This agreement may be extended upon mutual consent,
  in writing by both parties.


	
 

	
 

	
 


	
Performance of Services:

	
 

	
Under the agreement,
  Yellowstone will consult with the Company
  and use its best efforts to attempt to consummate satisfactory equity, debt, and funding of an
  I.P.O.


	
 

	
 

	
 


	
Compensation:

	
 

	
At
  Closing of any equity, or an I.P.O., the Company will pay Yellowstone a success
  fee of ten percent (10%) of the total amount of equity raised. The Company agrees
  that fees due are to be deducted from proceeds at Closing. In addition, Yellowstone will be
  granted stock in the parent company and/or all existing subsidiary companies equal
  to six percent (6%) of the company shares. The Stock issued to Yellowstone will be
  issued at a rate of 1.2 percent per Million in U.S. Dollars sold.


	
 

	
 

	
 


	
Disclosure, Confidentiality And
  Use of Information:

	
 

	
The
  Company agrees to provide Yellowstone, among other things, all
  reasonable information requested or required by Yellowstone or a
  potential lender, or equity provider, including an I.P.O. provider
  and not limited to, information concerning historical and projected financial results and
  possible and known litigious, environmental and other contingent liabilities. The Company will
  promptly advise Yellowstone of any material changes in its business or finances during the
  term of this Agreement The
  Company represents that all information made available to Yellowstone by the
  Company will be complete and correct in all material aspects and will not
  contain any untrue statements of a material fact or omit to state a material fact necessary in order to
  make the statements therein not misleading
  in light of the circumstances under
  such statements are made. In rendering its services hereunder, Yellowstone will be using and relying
  primarily on such information without independent verification thereof or independent appraisal of any of the Company’s
  assets. Yellowstone does not assume
  responsibility for the accuracy or completeness of the information.





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Expenses:

	
 

	
ISS
  Inc. will pay Yellowstone Eight Hundred and No/100 Dollars ($800.00) per
  month until the I.P.O. is completed for all expenses it incurs.


	
 

	
 

	
 


	
Governing Laws and Jurisdictions:

	
 

	
This
  agreement shall be governed by and construed in accordance with the
  laws of the State of Florida applicable to contract made and to be performed solely in such
  State.


	
 

	
 

	
 


	
Arbitration:

	
 

	
Any
  controversy or claim arising out of or relating to this Agreement or any breach
  thereof, including, without limitation any claim that this Agreement, or any portion thereof, is invalid, illegal or otherwise
voidable, shall
  be submitted to arbitration before
  and in accordance with the rules of the American Arbitration Association and Judgment upon award may be entered in any court having
jurisdiction
  thereof. The status or arbitration
  proceedings shall be West Palm Beach, Florida.


	
 

	
 

	
 


	
Authority to Bind:

	
 

	
Each
  person executing this Agreement warrants that he or she has full and legal
  authority to execute this Agreement for and on behalf of the respective companies and to
  bind such companies.


	
 

	
 

	
 


	
Attorney’s Fees:

	
 

	
On all issues, matters,
  and disputes arising out of this Agreement of the performance of any service
  required hereunder which results in arbitration, litigation, or other dispute resolution proceedings, the prevailing
  party shall be entitled to an
  award of its attorney’s fees, whether expended at arbitration or in an
  appellate proceeding.


	
 

	
 

	
 


	
Entire Agreement:

	
 

	
This
  Agreement sets forth the entire understanding of the parties relating to
  the subject matter hereof and supersedes and cancels any prior communications,
  understandings, and agreements between the parties. This Agreement cannot be modified or changed,
  nor can any of it provisions be waived except by written agreement signed by all
  parties hereto. This Agreement shall be binding upon and inure to the
  benefit of any successors, assigns, heirs and personal representatives of the Company.





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Non-Disclosure and Non-Circumvention Agreement


1.          This is to certify that each of the undersigned,
separately and individually, hereby agree that they and their affiliates,
subsidiaries, divisions, employees, agents and consultants will not make any
contact with, deal with or otherwise consummate any transaction with any
company or person introduced or disclosed to them by Geigad Enterprises
Inc., Yellowstone Management Group, Inc. and
Fermata Capital (the Group) without prior consent unless the Abercrombie and Kent Group of companies (AKG) has
been in contact with such company or person prior to the date of this
Agreement.


2.          The undersigned hereby agree to keep completely
confidential the names of any company
or persons introduced by the Group to the undersigned unless AKG or AKG’s
parent Intrawest is required to
disclose same by law pursuant to order of a court of competent jurisdiction. Such identity shall remain
confidential during the duration of this Agreement and shall include any telephone numbers, addresses,
telex numbers, etc. Such information is considered the property of the
Group.


3.          ISS Inc. shall not directly nor indirectly disclose
any of the confidential material revealed to them by the Group to any other financial institution or broker, except
to the extent required or AKG’s
parent is required by law, Federal, State or Local Government officials.


4.          The covenants contained in this Agreement shall be
binding on the undersigned until the
later of two years (2) from the date affixed below, the first funding, or the
date on which such confidential information becomes publicly known and
shall apply to any and all transactions entertained by the undersigned during
such time period.


5.          Any controversy or claim arising out of or relating
to this Agreement or the breach thereof
shall be determined under the Rules of Arbitration of the American Arbitration Association.


6.          Any fees, commissions and other forms of
compensation payable and due between the undersigned and the Group for services rendered, will be paid at each
funding of a transaction and will be agreed to in writing on an
individual transaction basis.


7.          This Agreement shall be governed by and construed
in accordance with the laws of the State
of Florida and venue of any dispute shall be West Palm Beach, Florida.


Accepted
and Agreed



	
ISS INC.  

	
 

	
 

	
YELLOWSTONE MANAGEMENT GROUP, INC.

	
 

	
 









	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
By:

	


	
 

	
By:

	



	
 

	


	
 

	
 

	



	
 

	
 

	
 

	
 

	
 


	
Date:
  6/29/06

	
 

	
Date:
  7/08/06


	
 

	
 

	
 


	
Witness:

	


	
 

	
Witness:

	



	
 

	


	
 

	
 

	



	


	
 

	
 

	
 


	
This 29th day of June
M Henderson, NV

	
 

	
 

	
 





3







	
 

	
 

	
 

	
 


	
INTUITIVE SYSTEMS SOLUTIONS, INC.

	



	
 

	
 

	
 


	
By:

	




	
 

	



	
 

	
Jody R. Hanley, President


	
 

	
 


	
Witness:

	




	
This 29th day of June
M Henderson, NV


	
 

	


	
 


	
 

	
 


	
Date:
  6/29/06





YELLOWSTONE
MANAGEMENT GROUP, INC.


	
 

	
 

	
 


	
By:

	






	
 

	



	
 

	
William A. Strachan, President


	
 

	
 


	
Witness:

	



	
 

	



	
 

	
 


	
Date:
  7/02/06




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