Unassociated Document


    EXHIBIT
      10.9

    


    January
      31, 2007

    


    Mr.
      Richard W. Egan

    President
      & Chief Executive Officer

    Simtrol,
      Inc.

    2200
      Norcross Parkway, Suite 255

    Norcross,
      GA 30071

     

    RE:
      Triton BDS Proposal for Advisory Services

    Dear
      Rick:

    On
      behalf
      of Triton BDS, I am pleased to submit our proposal for comprehensive advisory
      services for Simtrol, Inc (Simtrol). Don Gasgarth, Jeff Zwitter and I have
      had
      discussions with you concerning the extent and nature of the services you and
      Simtrol require, and this proposal is an attempt to qualify the extent and
      nature of such services. 

    Current
      Situation

    Triton
      and several of its Partners have been actively engaged with Simtrol since
      September of last year on a variety of critical corporate initiatives. Pursuant
      to discussion with you and members of the Simtrol Board of Directors, and based
      on the success of our endeavors to date, we understand that Simtrol has agreed
      to expand and extend our prior engagement into a longer-term
      relationship.

    Triton
      Proposal

    There
      are
      many moving parts and events in the Simtrol business where Triton has
      significant insight, experience and expertise. Our proposal is to make the
      Triton Managing Directors (specifically, Paul Freischlag, Don Gasgarth and
      Jeff
      Zwitter) available to you for advice, counsel and coaching on an as-needed
      basis
      to augment your capacity to deal with and execute a wide variety of critical
      and
      time sensitive initiatives. Our intentions are to partner with you and align
      Triton’s interests, objectives and rewards with your own. To this end, Triton
      will focus its highest level of attention on Simtrol to provide you our best
      objective and impartial advice and counsel - effectively becoming an extension
      of your own capabilities. Triton services will include, but not be limited
      to,
      working with and advising you as may be required on the following
      matters:

    


    Financial
      & Strategic Planning 

    Capital
      Formation, Structure & Funding Strategies

    Investor
      Relations & Communications Best Practices 

    Business
      Practice, Processes, Procedures and & Internal Controls

    Strategic
      analysis of the Simtrol business and prospects 

    Human
      Resources Assessment & Development 

    Access
      to
      Triton’s extensive network of relationships and resources 

    


    It
      is
      also understood that the involvement of Craig Reamsnyder and Rick Eaton as
      full-time Simtrol senior management is an integral part of the services Triton
      will provide under this Agreement; however, the responsibilities, job
      descriptions compensation and/or other remuneration for these gentlemen will
      be
      separately negotiated and deemed outside the scope of this Agreement.


    


    As
      has
      been demonstrated by our past efforts, our involvement will significantly
      relieve you from expending your own efforts and attention to all of the above
      noted items - to effectively become your partner in driving the growth, value
      and success of Simtrol. However, any of the above efforts requiring Triton
      personnel to assume the tactical responsibility for execution of Simtrol
      business tasks or processes are not covered by this proposal and will be
      addressed on an as-required basis. 

    


    Being
      keenly sensitive to your current financial situation and to align our common
      interests, we propose that Triton’s compensation be comprised of a monthly cash
      retention fee and an ownership position in your common stock. Specifically,
      we
      suggest a monthly cash retainer of $10,000 and a grant of common stock of
      640,000 shares, which will be ascribed a nominal value, as an inducement to
      enter into this relationship. The aforementioned common shares will be held
      in a
      restricted account by Simtrol for the benefit of Triton and distributed ratably
      over the 24 month engagement period. We also propose that the duration of this
      Agreement be for a period of two years from the date of the expiration of our
      previous September 18, 2006 Agreement. While this Agreement is non-cancelable,
      the scope and terms of the engagement may be changed at anytime by mutual
      agreement between Simtrol and Triton. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Conclusion
      

    As
      you
      can see from the attached descriptive overview of our capabilities and personnel
      (see www.tritonbds.com),
      Triton
      is uniquely qualified to provide you with both significant advisory services
      and
      the willingness to accept a significant portion of our compensation in the
      form
      of your common stock, thus locking our success in this engagement squarely
      with
      yours. The Triton network of professionals will allow Simtrol to leverage our
      talents and relationships to provide a “one stop shop” for gaps in your current
      and future business organization and requirements by utilizing a diverse team
      of
      talented professionals with multifunctional expertise. Triton is confident
      that
      we can help you drive value creation as your impartial partner, as your success
      is inexorably linked with our own.

    We
      look
      forward to continuing our partnership to drive the value and success of
      Simtrol.

    


    


    Sincerely,

    


    /s/
      Paul
      H. Freischlag, Jr.

    


    Paul
      H.
      Freischlag, Jr.

    Managing
      Director/Partner,

    Triton
      Business Development Services

    


    Agreed
      and Accepted

    


    /s/
      Richard W. Egan

    


    Mr.
      Richard W. Egan 

    President
      & Chief Executive Officer 

    Simtrol,
      Inc