Exhibit 10
March 20, 2006
Xxx. Xxxxx X. Xxxxxxx
Director of the Board
Lion-Gri International
Dear Xxx. Xxxxx X. Xxxxxxx:
Thank you for the opportunity to be of service to you. This letter and the
accompanying attachments outline the terms of our engagement, as we understand
them. Please indicate your agreement by signing in the space provided at the end
of this letter and returning the original to us.
SCOPE OF ENGAGEMENT
I am being engaged to:
o Act as outsourced/part-time chief financial officer/controller
for the company. However, it is not our intent to be an
officer of the Company or to sign off on any SEC related
filings.
o Exercise due care in assuring that all revenues due you are
collected, only legitimate expenses are paid, and all assets
under our management are safeguarded.
o Assemble your annual and quarterly financial statements, which
include a balance sheet, statement of operations, statement of
stockholders' equity, and a statement of cash flows for
specific periods. The financial statements we deliver to you
may be accompanied by an assembly report required by
professional standards and/or state law.
o Assist management in the preparation of financial statements
and work papers related to annual financial audits and
quarterly SEC filings. SEC filings shall include quarterly
10-Q reports, financial portions of 10-K report and,
management's discussion and analysis.
o Summarize such adjusting entries as management deems necessary
to reflect non-monetary transactions (e.g., depreciation,
capitalization of costs, loan amortization, intercompany
transactions, etc.).
We do not undertake to, and will not, provide any opinion or form of assurance
on the financial statements we assemble in connection with these services and,
accordingly, we do not undertake to make inquiries or perform other procedures
to verify, corroborate, or review information supplied by you. Our engagement to
assemble financial statements cannot be relied upon to disclose errors,
irregularities, or illegal acts, including fraud or defalcation that may exist.
These assembled financial statements are prepared by an entity that is not
licensed by the Florida Board of Accountancy.
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FINANCIAL TERMS
We have agreed to accept free-trading shares of common stock of Lion-Gri
International, Inc. amounting to 190,000 shares for the above services and will
consist of the following
Services in connection with December 31, 2004 annual report
Services in connection with March 31, 2005 10-QSB
Services in connection with June 30, 2005 10-QSB
Services in connection with September 30, 2005 10-QSB
Services in connection with December 31, 2005 annual report
Services in connection with March 31, 2005 10-QSB
Unforeseen complexities in the data or applicable regulations could result in a
fee adjustment, but we will discuss any changes with you in advance.
Our Standard Engagement Terms are attached and incorporated herein by reference.
Please review these terms carefully.
We appreciate your trust and confidence in our professional services. If we can
answer any questions regarding this engagement or our fees, or explain any of
our other services, please do not hesitate to contact us.
If the foregoing is consistent with your intentions and understanding, please
sign this letter in the space provided and return it to us.
Regards,
/s/ Xxxx Xxxxxxxxx
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Xxxx Xxxxxxxxx
I understand and agree with the provisions outlined above.
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Signature Date
Print Name: _____________________________________________________________
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STANDARD ENGAGEMENT TERMS
The following terms govern the engagement between the addressee of the
accompanying engagement letter (You) and Xxxx Xxxxxxxxx (Xxxxxxxxx).
CONFIDENTIALITY
XXXXXXXXX treats all Client relationships as confidential and will not disclose
your financial or tax information to anyone outside of XXXXXXXXX without your
written permission except as required by law or regulation. Your permission may
be granted by identifying the parties (e.g. financial advisor, attorney, banker,
etc.) to whom disclosure is permitted below, or by other written correspondence.
XXXXXXXXX further agrees to bind its employees and subcontractors to the terms
and conditions of this Agreement.
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CLIENT PROVIDED INFORMATION
You represent that all information provided to XXXXXXXXX is accurate and
complete to the best of your knowledge. Further, if these services involve tax
return preparation, you represent that unless XXXXXXXXX is otherwise advised in
writing or acts as your business manager, you possess the required supporting
documentation for such tax deductions as travel, entertainment, business gifts,
charitable contributions, automobile usage, etc. XXXXXXXXX is not responsible
for any additional tax, penalties or interest that might result from the lack of
documentation for such deductions upon audit.
PROFESSIONAL JUDGMENT
XXXXXXXXX will use its professional judgment in applying tax, accounting, or
other rules applicable to this engagement. Wherever there are conflicting,
reasonable interpretations of the rules, we will advise you of the possible
positions you might take and follow the position you request as long as it is
consistent with applicable professional, statutory or regulatory standards.
Should the positions taken result in additional taxes, penalties, fines,
interest or any other damages, we assume no responsibility for such costs.
CHANGES OR MODIFICATIONS IN SCOPE OF ENGAGEMENT
Should the scope of the engagement change, XXXXXXXXX will prepare a Change Order
letter outlining the necessary changes and the modification of fees. XXXXXXXXX
will not proceed with the modified scope without your prior approval. Fee
increases resulting from Change Orders will be billed immediately and are due
upon receipt.
BINDING ARBITRATION
In the event that a fee dispute arises at any time between XXXXXXXXX and you
that cannot be resolved through discussion or mediation, you agree to submit to
binding arbitration under the commercial arbitration rules of the American
Arbitration Association. Neither you nor XXXXXXXXX may claim or receive any
amount as punitive, exemplary, or consequential damages. The arbitrator shall
award the winning party in the dispute its reasonable costs, expenses, and
attorney fees. The decision of the arbitrator shall be binding on both XXXXXXXXX
and you. However, if a claim has been made or is anticipated to be made by a
third party relating to these services and that third party does not agree to
arbitration, XXXXXXXXX can elect not to arbitrate so that all claims may be
decided in one forum.
TERMINATION OF ENGAGEMENT
Unless otherwise stated in the accompanying engagement letter, this engagement
may be terminated upon thirty (30) days written notice by either party;
provided, however, that these Standard Engagement Terms shall survive the
termination of this engagement.
WORKPAPER OWNERSHIP
All documents and work papers, including, but not limited to, data in electronic
form, which emanate from the services performed by XXXXXXXXX remain the sole
property of XXXXXXXXX. XXXXXXXXX retains its work papers at its discretion and
does not retain superseded materials.
ORIGINAL CLIENT RECORDS
Unless otherwise noted in the accompanying engagement letter, you are
responsible to retain original documents as may be necessary to justify reported
revenues, expenses, etc. XXXXXXXXX may choose to retain selected copies of
documents in its work papers.
LIMITATIONS ON SCOPE OF ENGAGEMENT AND VERIFICATION OF INFORMATION
Unless otherwise stated in the accompanying engagement letter, XXXXXXXXX will
not audit or otherwise verify the information provided by you or third parties.
This engagement cannot be relied upon to disclose errors and irregularities,
including fraud or misappropriation of assets that may exist. However, XXXXXXXXX
will inform you of irregularities that come to its attention, unless they are
inconsequential.
INDEMNIFICATION FOR MANAGEMENT MISREPRESENTATION
If we incur legal fees as a result of our reliance on any false representation
by you, you agree to reimburse us for all of our legal fees and related costs of
defense.
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