FORECAST; AND
III)
PERFORM SUCH OTHER SERVICES AS THE
COMPANY AND ADVISOR AGREE.
3.
COMPENSATION:
FOR THE SERVICES
RENDERED BY ADVISOR HEREUNDER, THE COMPANY SHALL PAY ADVISOR AS FOLLOWS:
A.
A NON-REFUNDABLE INITIAL RETAINER OF
$20,000.00 SHALL BE DUE AND PAYABLE AS OF THE DATE THIS AGREEMENT IS SIGNED BY
THE PARTIES, WHICH WILL FULLY DISCHARGE ANY OBLIGATIONS BETWEEN COMPANY AND
ADVISOR PURSUANT TO ANY PRIOR AGREEMENTS, WHETHER ORAL OR WRITTEN;
B.
A NON-REFUNDABLE MONTHLY RETAINER OF
$20,000.00 WILL BE PAYABLE ON THE LAST DAY OF EACH MONTH FOR SERVICES RENDERED
DURING THE COURSE OF THE MONTH.
THE FIRST SUCH PAYMENT SHALL BE DUE ON
AUGUST 31, 2009.
THERE SHALL BE A MINIMUM OF 2 AND ONE HALF PAYMENTS
($50,000.00) MADE.
C.
COMPANY AGREES TO PROVIDE ADVISOR WITH
OPTIONS TO PURCHASE 15,000 SHARES OF COMPANY'S COMMON VOTING STOCK.
THE
EXERCISE PRICE SHALL BE THE CLOSING PRICE OF THE COMPANY'S COMMON STOCK ON THE
DATE THIS AGREEMENT IS SIGNED BY THE PARTIES.
SUCH OPTIONS SHALL VEST IN
ADVISOR UPON THE SUCCESSFUL COMPLETION OF THE TRANSACTION, AND WILL TERMINATE 5
YEARS FROM THE DATE OF THE VESTING.
THE OPTIONS SHALL CONTAIN STANDARD
ANTI-DILUTION PROVISIONS.
4.
EXPENSES:
THE COMPANY SHALL REIMBURSE
ADVISOR FOR ANY AND ALL OF ADVISOR'S EXPENSES INCURRED IN CONNECTION WITH THIS
AGREEMENT.
SUCH FEES SHALL INCLUDE, BUT NOT BE LIMITED TO, THE FEES AND
EXPENSES OF ANY ADVISOR OR LEGAL COUNSEL RETAINED BY ADVISOR IN CONJUNCTION WITH
THIS AGREEMENT, TRAVEL EXPENSES, POSTAGE, AND COPYING FEES.
COMPANY SHALL NOT
BE RESPONSIBLE FOR REIMBURSING ADVISOR FOR ANY SINGLE EXPENSE ITEM IN EXCESS OF
$500.00 UNLESS ADVISOR RECEIVES PRIOR AUTHORIZATION FROM COMPANY THEREFORE.
2
5.
LIMITATION OF LIABILITY AND
INDEMNIFICATION:
A.
UNLESS AS OTHERWISE SET FORTH HEREIN,
COMPANY SHALL INDEMNIFY AND HOLD HARMLESS ADVISOR AND ALEX FROM AND AGAINST ALL
LIABILITY, CLAIMS, ACTIONS, DAMAGES, FINES, EXPENSES, COSTS, AND ANY OTHER
LOSSES, INCLUDING ATTORNEY'S FEES, INCURRED BY ADVISOR OR ALEX, ARISING AS A
RESULT OF OR IN CONNECTION WITH THIS AGREEMENT (INCLUDING, FOR EXAMPLE, ALLEGED
LIABILITY BASED ON THE RELATIONSHIP OF THE PARTIES, BREACH, MISREPRESENTATION,
FURNISHING INCORRECT OR INCOMPLETE INFORMATION, UNDISCLOSED MATERIAL FACTS
AFFECTING THE COMPANY) OR THE ACTIVITIES, STATUS, CONDITION, OPERATIONS,
LIABILITIES, DEBTS OR OBLIGATIONS OF COMPANY.
COMPANY SHALL NOT INDEMNITY OR
HOLD HARMLESS ADVISOR AND ALEX TO THE EXTENT RELATED OR DUE TO ADVISOR'S OR
ALEX'S GROSS NEGLIGENCE OR INTENTIONAL WRONG DOING.
THIS PROVISION WILL SURVIVE
TERMINATION OF THIS AGREEMENT.
B.
COMPANY SHALL LIST ADVISOR AND ALEX AS
ADDITIONAL INSUREDS UNDER ANY APPLICABLE DIRECTORS' AND OFFICERS' INSURANCE
POLICY, OR ANY OTHER APPLICABLE INSURANCE POLICY.
COMPANY AGREES THAT ANY SUCH
COVERAGE EXTENDED TO ADVISOR AND ALEX SHALL BE CONSISTENT WITH, OR GREATER THAN,
THE COVERAGE GRANTED TO THE FORMER CEO, EXCLUDING HEALTH AND LIFE INSURANCE
PROVIDED TO THE FORMER CEO.
C.
ADVISOR SHALL INDEMNIFY AND HOLD HARMLESS
COMPANY FROM AND AGAINST ALL LIABILITY, CLAIMS, ACTIONS, DAMAGES, FINES,
EXPENSES, COSTS, AND ANY OTHER LOSSES, INCLUDING ATTORNEY'S FEES, INCURRED BY
COMPANY ARISING AS A RESULT OF ADVISOR'S INTENTIONAL MISREPRESENTATION OF ANY
MATERIAL FACT RELATED