exhibit_10-7.htm


    
      

    

    Exhibit
      10.7

     

    

       

      


      November
        27, 2006

      


      CMark
        International, Inc.

      9570
        Two
        Notch Road, Suite 4

      Columbia,
        SC 29223

      Attn:
        Mr.
        Charles W. Jones, Jr., President

      


      Gentleman:

      


      Knightsbridge
        Holdings, LLC, ("Knightsbridge") is pleased to be retained on the terms and
        conditions set forth in this letter of engagement ("Engagement Letter") as
        a
        consultant to your company, CMARK, International, Inc.
        (the "Company"), collectively (the “Parties”), to assist in a variety of areas
        relating to the financial, strategic, and related developmental growth of
        the
        Company (the "Engagement").

      


      1.           Services
        of Knightsbridge.

      


      For
        the
        Term of Engagement (as hereinafter defined), and with your general knowledge
        and
        consent, we agree to provide to the Company a range of consultative and related
        services which may, but which will not necessarily, include the following:
        (i)
        identifying, evaluating and advising in relation to the Company's current
        structural (including business model), financial, operational, managerial,
        strategic and other needs and objectives, (ii) preparing and coordinating
        with
        the Company and others in the development of business plans, investor
        presentations and financial models, (iii) identifying potential merger,
        acquisition, divestiture, consolidation or other combination ("M&A
        Transaction") opportunities and negotiating, structuring and advising in
        connection with potential M&A Transactions, (v) advising and assisting the
        Company in connection with the preparation of any registration statements,
        periodic or other SEC reports or proxies, and (vi) coordinating with, and
        advising in connection with the activities of, Outside Professionals, including
        without limitation attorneys, accountants, market professionals,
        etc.

      


      2.           Term
        of Engagement.

      


      The
        Engagement shall be effective for a period of twelve (12) months commencing
        on
        the date first appearing above (the "Term of Engagement").  After the
        Term of Engagement expires, the Engagement shall automatically renew on a
        month-to-month basis, subject to the right of the Company and/or Knightsbridge
        to terminate the Engagement as of the end of any given month by giving written
        notice to the other party at least thirty (30) days notice ("Termination").
        As
        clarification, said right of termination shall commence upon the thirteen
        month
        anniversary of this signing Agreement.  Notwithstanding the foregoing,
        the Company shall not have the right to cancel this Agreement until such
        time as it has fulfilled all its obligations under any and all outstanding
        Agreements with Advantage Fund I, LLC or Trafalgar Capital Advisors, LLC,
        their
        assignees, or any other investors who fund the investments more fully described
        on the Exhibit ‘A’ attached hereto between the
        Parties.  Notwithstanding the foregoing, should funding not
        occur as a result of the transactions more fully described on Exhibit ‘A’
attached hereto (the “Transactions”), then the Company, at its option,
        shall have the right to cancel this agreement with no obligation.
        Funding shall be defined as requiring execution by the company, in its sole
        discretion, of the term sheets described in Exhibit ‘A’ and the required due
        diligence being completed and accepted by the funding source so as to allow
        funds to be available to the Company at its sole discretion.


      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      3.           Compensation.

      


      In
        consideration for the services rendered by Knightsbridge to the Company pursuant
        to the Engagement (and in addition to the expenses provided for in Paragraph
        4
        hereof), and throughout the Term of Engagement, the Company shall compensate
        Knightsbridge as follows:

      


      3.1.1    Monthly
        Retainer.  The Company shall remit to Knightsbridge a monthly
        retainer (the “Retainers”) in the amount of $5,000.00 per month due and payable
        on the first of each month during the Term of this
        Agreement.  Knightsbridge, may, at its option, take payment in the
        form of registered shares of common stock using a formula that divides the
        amount due by 90% of the closing bid price of the Company’s common stock as of
        the date the invoice is due and payable.  Knightsbridge shall, accrue
        the Retainers due hereunder for the amount of time prior to the first funding
        received pursuant to the transactions more fully described on Exhibit ‘A’
attached hereto Should the Transactions described on Exhibit ‘A’ not be funded
        (as defined above) the Company shall have no obligation under this
        section.

      


      3.1.2    Equity-Based
        Compensation.  Company and Knightsbridge agree that at the time of
        the first funding received pursuant to the transactions more fully described
        on
        Exhibit ‘A’ attached, Knightsbridge shall receive 1,000,000 shares of
        the common shares of the Company. The shares owned by Knightsbridge and its
        financing partners shall carry full ratchet anti-dilution provisions for
        one
        year from the date of issuance, with application of such anti-dilution rights
        applied at the time of any material new issuance by the Company or every
        90 days
        during such period.  Company shall file a registration statement
        covering 150% of the shares underlying the balance of the shares within 90
        days
        from the date of the latest closing of the Transactions.  Company
        shall use its best efforts to enable the registration statement to become
        effective at the earliest possible time.  The Expenses relating to the
        filing of such registration statement shall be borne by the
        Company.

      


      3.2.1    Financing
        Transactions (Knightsbridge Introduction).  For purposes of any
        Financing Transactions involving any Financing Source directly or indirectly
        to
        the Company by Knightsbridge, and whether occurring during the Term of
        Engagement or during a period ending two (2) years following Termination,
        Additional Compensation shall be payable to Knightsbridge upon the closing
        thereof in accordance with the following schedule where "Consideration" shall
        mean (i) the total amount of gross proceeds received by, or otherwise
        deliverable to, the Company without condition as part of any such Financing
        Transaction, and (ii) any common stock or other securities of the Company
        (including without limitation any warrants, options and/or convertible
        securities) issued or otherwise transferred as a direct or indirect part
        of such
        Financing Transaction.  Debt financing shall include but not be
        limited to any on or off balance sheet financing, mortgages, debentures,
        notes,
        factoring, receivables financing, or credit facilities introduced directly
        or
        indirectly to the Company by Knightsbridge.    Financing
        transactions in which securities convert into Common Stock of the Company
        shall,
        for purposes under this sub-section, be deemed to have been funded using
        the
        Debt Financing schedule below and subsequently they shall be deemed to have
        used
        the Equity Financing schedule below (Company is only responsible for the
        difference between the two fees upon conversion) as of the date upon which
        these
        securities convert to Capital Stock of the Company.


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      


       

      
        	 (i) 	 Consideration 	Amount
                of Additional Compensation
	 	 	 
	 	 Equity
                Financing:	 
	 	 $-0-
                to $1,000,000 	4%
	 	 $1
                million $5 million	3%
                of Consideration
	 	 $5
                million+	
                $160,000
                  + 1.5% of Consideration in excess of $5

                million for equity financing.

              
	 	 	 
	 	 Debt
                Financing	 
	 	 $-0-
                to $1,000,000	3.5%
	 	 $1
                million to $5 million   	3.0%
                of Consideration
	 	 $5
                million+  	
                $155,000
                  + 1% of Consideration in excess of $5 million

                for debt financing. And;

              
	 	 	 
	 (ii)	 Any
                Securities issued by or to the Company:  5% (in
                kind) 


      

      


      


      3.2.2    M&A
        Transactions (Knightsbridge Introduction).  For purposes of any
        M&A Transactions involving any entity or entities originally introduced
        directly or indirectly to the Company by Knightsbridge, and whether occurring
        during the Term of Engagement or during a period ending two (2) years following
        Termination, Additional Compensation shall be payable to Knightsbridge upon
        the
        closing thereof in accordance with the following schedule where "Consideration"
        shall mean the total of all cash, assets (including without limitation any
        real
        property, personal property and intellectual property) common stock or other
        securities (including without limitation any warrants, options and/or
        convertible securities) paid by or to the Company or its shareholders, and
        shall
        further include (a) any commercial bank or other indebtedness of the
        Company that is repaid or for which the responsibility to pay is assumed
        by the
        Company in connection with such M&A Transaction, (b) the greater of the
        stated value or the liquidation value of preferred stock of the Company that
        is
        assumed or acquired by the Company that is not converted into common stock
        upon
        the consummation of such transaction, (c) the value of any net operating
        losses
        transferred as part of the M&A Transaction and from which a party to such
        transaction expects at the time of closing to benefit, and (d) future
        payments for which the Company is obligated either absolutely or upon the
        attainment of milestones or financial results ("Company Future
        Payments").  Any Additional Compensation payable as a result of
        Company Future Payments shall be paid at closing and shall be valued at the
        present value of the Company Future Payments. For the purpose of calculating
        the
        present value, the Company and Knightsbridge agree to discount all Company
        Future Payments by a discount factor equal to 15% per annum, and where
        necessary, to use the projections which have been provided by the Company
        in the
        course of the M&A Transaction to quantify these amounts and their
        timing.  Should Knightsbridge not be responsible for the
        entity or entities introduced to the Company under this section and should
        the
        Company wish Knightsbridge to assist in structuring, negotiating the
        transaction, etc., Knightsbridge’s compensation shall be at a rate equal to 50%
        of that delineated below.

      


      


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      
 

      
        	 Consideration  	 Amount
                of Additional Compensation
	 	 
	 $-0-
                to $500,000 	 $30,000
                (minimum)
	 $500,001
                to $5 million 	 5%
                of Consideration
	 $5
                million+ 	 $250,000
                +3.0% of Consideration in excess of
                $5million


      

                                                      


      


      4.           Expenses.

      


      In
        addition to any Engagement Retainers and Additional Compensation payable
        hereunder, and without regard to whether any Compensable Events occur hereunder,
        the Company shall reimburse Knightsbridge for all fees approved by an officer
        of
        the Company, relating to Knightsbridge’s travel and out-of-pocket expenses
        reasonably incurred in connection with the services performed by Knightsbridge
        pursuant to this Engagement Letter, including without limitation, hotel,
        food
        and associated expenses and long-distance telephone calls.  Said
        expenses shall not exceed $500 in any 30-day period of the term unless approved
        by an officer, director or other authorized designee of the
        Company.  Knightsbridge agrees to accrue any and all approved expenses
        until such time as the Transactions are consummated.

      


      5.           Procedure
        for Initiating Discussions.

      


      In
        order
        to coordinate our efforts with respect to a possible Transaction satisfactory
        to
        the Company, during the period of our engagement hereunder, the Company and
        its
        representatives will advise Knightsbridge prior to initiating discussions
        regarding a Transaction.  In the event the Company or its management
        receives an inquiry regarding a Transaction, it will advise Knightsbridge
        of
        such inquiry in order that Knightsbridge may confirm there is no duplication
        of
        efforts and if requested, assist the Company in evaluating such prospective
        Transaction and assist the Company in any resulting negotiations.

      


      6.           Non-Exclusivity
        of Knightsbridge Services.

      


      It
        is
        understood and acknowledged by the Company that Knightsbridge presently has,
        and
        anticipates having throughout the Engagement Term, other clients for which
        it
        performs the same or similar services to those to be performed in accordance
        herewith, and that Knightsbridge shall be under no obligation under this
        Engagement to restrict its ability in any way to perform services for any
        other
        clients.  It is further acknowledged that, by virtue of the nature of
        the services to be performed by Knightsbridge hereunder, the value of such
        services bear no relation necessarily to the amount of time invested on the
        part
        of Knightsbridge to the performance of such services, and Knightsbridge,
        therefore, shall be under a continuing obligation hereunder to devote only
        as
        much time to the performance of its services hereunder as deemed appropriate
        in
        the exclusive discretion of its principal(s).

      


      7.    Role
        of
        Finder.

      


      In
        connection with any Financing Transactions hereunder, the Company acknowledges
        that Knightsbridge is not a registered broker-dealer under Section 15A of
        the
        U.S. Securities Exchange Act of 1934, or any similar state law, and that
        Knightsbridge cannot, and shall not be required hereunder to, engage in the
        offer or sale of securities for or on behalf of the Company.  While
        Knightsbridge has preexisting relationships and contacts with various investors,
        registered broker-dealers and investment funds, Knightsbridge's participation
        in
        any actual or proposed offer or sale of Company securities shall be limited
        to
        that of an advisor to the Company and, if applicable,
        a "finder" of investors, broker-dealers and/or funds. The Company acknowledges
        and agrees that the solicitation and consummation of any purchases of the
        Company's securities shall be handled by the Company or one or more NASD
        member
        firms engaged by the Company for such purposes.


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      


      8.    Referral
        Fees.

      


      Any
        referral fees payable in connection
        with any Compensable Transactions shall be the exclusive responsibility of,
        and
        shall be paid by Knightsbridge.

      


      9.    Cooperation
        by
        Company.

      


      In
        order
        to enable Knightsbridge to provide the services requested, the Company agrees
        to
        provide to Knightsbridge, among other things, all information reasonably
        requested or required by Knightsbridge including without limitation information
        concerning historical and projected financial results with respect to the
        Company and its subsidiaries and possible and known litigious, environmental
        and
        contingent liabilities.  The Company also agrees to make available to
        Knightsbridge such representatives of the Company, including, among others,
        directors, officers, employees, outside counsel and independent certified
        public
        accountants, as Knightsbridge may reasonably request.

       

      10.    Reliance
        by
        Knightsbridge on Accuracy of Information; 12(b)5
        Representation.

      


      The
        Company recognizes and acknowledges that, in advising the Company and in
        fulfilling the Engagement hereunder, Knightsbridge will use and rely on data,
        material and other information furnished to Knightsbridge by the
        Company.  The Company agrees that Knightsbridge may do so without
        independently verifying the accuracy or completeness of such data, material
        or
        other information.  The Company represents and warrants that any such
        data, material or information shall be true and accurate and shall not, as
        of
        the time communicated, contain any untrue statement of a material fact or
        omit
        to state a material fact required to be stated therein or necessary in order
        to
        make the statements therein, in light of the circumstances under which they
        were
        made, not misleading.

      


      11.           Confidentiality.

      


      If
        any of
        the data, material or other information is non-public or confidential when
        revealed or otherwise shared with representatives of Knightsbridge, and
        identified in writing as such at the time it is revealed or
        shared  ("Confidential Information"), Knightsbridge and its officers,
        directors, employees, agents and associates shall hold all Confidential
        Information in complete and strict confidence and will not, without prior
        written consent of the Company, in each instance, disclose any Confidential
        Information, in whole or part, to any other person or for any other purpose
        than
        is expressly approved by the Company in writing.  To the extent that
        disclosure of Confidential Information is approved by the Company in writing,
        excepting information required to be disclosed by legal process, law or
        regulation.  Knightsbridge agrees that each party or individual to
        whom such disclosure is made shall be informed of the confidential nature
        of the
        information disclosed and be obligated to sign standard non-disclosure
        agreements.

       

      
 

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      12.           Indemnification.

      


      Each
        party (an "Indemnifying Party") hereby agrees to indemnify and hold the other
        party and its respective affiliates, directors, officers, employees and agents
        (collectively, the "Indemnified Parties") harmless from, and to reimburse
        each
        of the Indemnified Parties for, any loss, damage, deficiency, claim, obligation,
        suit, action, fee, cost or expense of any nature whatsoever (including, but
        not
        limited to, reasonable attorney’s fees and costs) arising out of, based upon or
        resulting from any breach of any of the representations, warranties, covenants,
        agreements or undertakings of the Indemnifying Party contained in or made
        pursuant to this Engagement Letter.

      


      13.           Miscellaneous.

      


      
        	
                 

              	
                (a)

              	
                This
                  Engagement Letter constitutes the entire agreement and understanding
                  of
                  the parties hereto, and supersedes any and all previous agreements
                  and
                  understandings, whether oral or written, between the parties with
                  respect
                  to the matters set forth herein.

              


      

      


      
        	
                 

              	
                (b)

              	
                Any
                  notice or communication permitted or required hereunder shall be
                  in
                  writing and shall be deemed sufficiently given if hand-delivered
                  via
                  courier or overnight service or sent (i) postage prepaid by registered
                  mail, return receipt requested, to the respective parties as set
                  forth
                  below, or to such other address as either party may notify the
                  other of in
                  writing:

              


      

      


      


      


      If
        to Knightsbridge,
        to:                                        Knightsbridge
        Holdings, LLC.

      18851
        N.E. 29th Avenue,
        Suite
        306

      Aventura,
        FL 33180

      Attn:
        Ms. Alyce Schreiber

      Fax:
        (305) 932-3697

      


      


      If
        to the Company,
        to:                                         CMark
        International, Inc.

      9570
        Two
        Notch Road, Suite 4

      Columbia,
        SC 29223

      Attn:
        Mr.
        Charles W. Jones, Jr.

      Fax:
        (803) 699-4940

      
 

      


      (c)
        This
        Engagement Letter shall be binding upon and inure to the benefit of each
        of the
        parties hereto and their respective successors, legal representatives and
        assigns.

       

      (d)
        The Company represents that it has
        the power to enter into this Engagement Letter and to carry out its obligations
        hereunder.  ­This Engagement Letter constitutes the valid and
        binding obliga­tion of the Company and is enforceable in accordance with its
        terms.  The Company further represents that this Engagement Letter
        does not conflict with or breach any agreement to which it is subject or
        by
        which it is bound.

       

      (e)
        This Engagement Letter may be
        executed in any number of counterparts, each of which together shall constitute
        one and the same original document.

       

      (f) 
No
        provision of this
        Engagement Letter may be amended, modified or waived, except in writing signed
        by all of the parties hereto.


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      


       

      (g)
        This Engagement Letter shall be
        construed in accordance with and governed by the laws of the State of Florida,
        without giving effect to its conflict of law principles.  The parties
        hereby agree that any dispute which may arise between them arising out of
        or in
        connection with this Engagement Letter shall be adjudicated before a court
        located in Dade County Florida, and they hereby submit to the exclusive
        jurisdiction of the courts of the State of Florida located in Dade County,
        Florida and of the federal courts in the Southern District of Florida with
        respect to any action or legal proceeding commenced by any
        party.  Company agrees to waive a trial by jury for any dispute
        requiring adjudication before a court of law.

      


      (h)
        The
        Company hereby acknowledges that it shall bear the burden of proof in any
        action
        or proceeding involving a claim by Knightsbridge to any Additional Compensation
        due hereunder arising out of any Compensable Event involving a third party
        claimed by Knightsbridge to have been originally introduced to the Company
        by
        Knightsbridge.

      


      If
        the
        foregoing correctly sets forth the understanding between Knightsbridge and
        the
        Company with respect to the foregoing, please so indicate by signing in the
        place provided below, at which time this Engagement Letter shall become a
        binding agreement.

      


       KNIGHTSBRIDGE
        HOLDINGS, LLC.

      


      


      By:  
        /s/  Alyce B. Schreiber       


       Alyce
        B. Schreiber

       Managing
        Member

      


      


      


      Accepted
        and Agreed:

      


      CMARK
        INTERNATIONAL, INC.

      


      By:
        Chares W. Jones, Jr.

      Name: Chares
        W. Jones, Jr.

      Title: President


       

       

      Domestic
        Wiring Instructions:

      


      Knightsbridge
        Holdings, L.L.C.

      Wachovia
        Bank

      ABA
        #
063000021

      


      A/C
        #
        2000011114718

      


      Attn:
        Alyce Schreiber


      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      



    EXHIBIT
      ‘A’

    


    


    This
      Exhibit ‘A’, dated November 27, 2006 shall further memorialize the understanding
      between Knightsbridge Holdings, L.L.C. d/b/a Knightsbridge Capital
      (“Knightsbridge”) and Cmark International, Inc., (the “Company”), collectively
      (the “Parties”) and shall be considered an integral part of the Agreement
      between the Parties of even date.

    


    Under
      the
      Agreement Knightsbridge and its financing partners shall be granted equity
      ownership of the fully diluted common shares of the Company as part of the
      funding (as defined in the Agreement) of the Transactions more specifically
      described below.  All of the items delineated below shall occur after
      the structure of the funding as defined by item 1 below.  In
      consideration of this equity award, Knightsbridge shall consummate the
      following:

    


    


    
      	
              1.

            	
              Obtain
                for the Company, a senior debt facility in the amount of 3 million
                to 7.5
                million dollars.

            


    

    


    
      	
              2.

            	
              Obtain
                for the Company a subordinated debt facility will be provided in
                the
                amount to be determined by discussion between the lender and the
                Company.
                The disbursement of the funding above shall be based upon milestones
                to be
                discussed with the Company and set by the
                lender.

            


    

    


    
      	
              3.

            	
              Knightsbridge
                shall deliver a term sheet on commercially acceptable terms for such
                a
                facility within 72 hours from the execution of the Agreement between
                the
                Parties.  Execution by the company and the Investor of the term
                sheet shall be deemed “consummation” of this transaction as defined in the
                Agreement,  however funding, as defined in the Agreement, is
                understood to be at such point after due diligence is completed and
                funds
                are available to be drawn by the Company at its sole
                discretion.

            


    

    


    
      	
              4.

            	
              Knightsbridge
                shall assist the company’s officers in establishing their employment
                agreements as well as other incentive based employee and consultant
                benefits plans.

            


    

    


    
      	
              5.

            	
              While
                not specific to the Transactions described herein, Knightsbridge
                shall
                assist the Company with its corporate organization efforts, and where
                applicable, shall assist in the Company’s acquisition as well as bring to
                the Company additional acquisitions and business
                opportunities.

            


    

    


    
      	
              6.

            	
              Knightsbridge
                shall assist the Company in the rationalization of the Company’s capital
                structure. The Company agrees that it will enter into a comprehensive
                investor relations program. It is understood that this may be used
                to
                retire some of the debt held by senior management. Knightsbridge
                will also
                assist the company in transitioning from the pink sheets to the OTC
                Bulletin board.

            


    

    


    Knightsbridge
      shall use its best efforts, resources to coordinate all of the above and shall
      begin immediately upon execution of the Agreement between the Parties of even
      date.

    


    Please
      acknowledge your understanding and acceptance of the foregoing by initialing
      where indicated below:

    


    


    


    _______  Cmark
      International, Inc.

    


    _______  Knightsbridge
      Holdings, LLC

     

     

    A-1