April 26, 2005 PERSONAL AND CONFIDENTIAL Mr. Frank Moody, President Homeland Integrated Security Systems, Inc. One Town Square Boulevard Asheville, North Carolina 28803 Dear Mr. Moody:
Exhibit
10.8
April
26,
2005
PERSONAL
AND CONFIDENTIAL
Xx.
Xxxxx
Xxxxx, President
Xxx
Xxxx
Xxxxxx Xxxxxxxxx
Xxxxxxxxx,
Xxxxx Xxxxxxxx 00000
Dear
Xx.
Xxxxx:
This
letter agreement ("Agreement") confirms the terms and conditions of the
exclusive engagement of A-Z Consulting, Inc. ("A-Z") by Homeland Integrated
Security Systems, Inc. (the "Entity") to render certain professional to the
Entity:
1. Services.
A-Z
agrees to perform the following services:
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(a)
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(b)
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Assist
with the preparation of Form
SB-2,
including drafting of the registration statement, reviewing of the
Company’s corporate documents in preparation for filing the registration
statement and answering comments from the Securities and Exchange
Commission;
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(c)
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Assist
with EDGARizing the aforementioned document as required by the Securities
and Exchange Commission, including any applicable
amendments;
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(d)
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Perform
such other services as the Company and A-Z shall mutually agree to
in
writing.
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2. Fees.
The
Company agrees to pay A-Z for its services a financial advisory fee ("Advisory
Fee") of $29,500 and 19,000,000 common shares payable as follows: $14,750 in
free-trading common stock due upon signing, $14,750 in free-trading common
stock
due upon filing of the SB-2 registration statement. The shares will be due
upon
signing of this agreement and registered in the Form SB-2 registration
statement.
3. Term.
The
term of this Agreement shall commence on April 27, 2005 and end 120 days from
this time (the "Term"). This agreement may be terminated by the Entity with
30
days prior written notice to A-Z. If the Entity terminates this Agreement prior
to the expiration of the Term, the Entity shall pay to A-Z all reasonable
expenses incurred, in accordance with Paragraph 5 hereof. Any obligation
pursuant to this Paragraph 3, and pursuant to Paragraphs 2, 4, 5, 6 and 8
hereof, shall survive the termination or expiration of this
Agreement.
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4. Expenses.
The
Entity agrees to reimburse A-Z for all of its reasonable out-of-pocket fees,
expenses and costs (including, but not limited to, legal, accounting, travel,
accommodations, telephone, computer, courier and supplies) in connection with
the performance of its services under this Agreement, upon
prior written approval.
All
such fees, expenses and costs will be billed at any time by A-Z and are payable
by the Entity when invoiced. Upon expiration of the Agreement any unreimbursed
fees and expenses will be immediately due and payable.
5. Indemnification.
In
addition to the payment of fees and reimbursement of fees and expenses provided
for above, the Entity agrees to indemnify A-Z and its affiliates with regard
to
the matters contemplated herein, as set forth in Exhibit A, attached hereto,
which is incorporated by reference as if fully set forth herein.
6. Matters
Relating to Engagement.
The
Entity acknowledges that A-Z has been retained solely to provide the services
set forth in this Agreement. In rendering such services, A-Z shall act as an
independent contractor, and any duties of A-Z arising out of its engagement
hereunder shall be owed solely to the Entity. The Entity further acknowledges
that A-Z may perform certain of the services described herein through one or
more of its affiliates.
The
Entity acknowledges that A-Z is a consulting firm that is engaged in providing
financial advisory services. The Entity acknowledges and agrees that in
connection with the performance of A-Z's services hereunder (or any other
services) that neither A-Z nor any of its employees will be providing the Entity
with legal, tax or accounting advice or guidance (and no advice or guidance
provided by A-Z or its employees to the Entity should be construed as such)
and
that neither A-Z nor its employees hold itself or themselves out to be advisors
as to legal, tax, accounting or regulatory matters in any jurisdiction. The
Entity shall consult with its own legal, tax, accounting and other advisors
concerning all matters and advice rendered by A-Z to the Entity and the Entity
shall be responsible for making its own independent investigation and appraisal
of the risks, benefits and suitability of the advice and guidance given by
A-Z
to the Entity and the transactions contemplated by this Agreement. Neither
A-Z
nor its employees shall have any responsibility or liability whatsoever to
the
Entity or its affiliates with respect thereto.
The
Entity recognizes and confirms that in performing its duties pursuant to this
Agreement, A-Z will be using and relying on data, material, and other
information (the "Information") furnished by the Entity, a Strategic Partner
or
their respective employees and representatives. The Entity will cooperate with
A-Z and will furnish A-Z with all Information concerning the Entity and any
Transaction, Alternate Transaction or Financing which A-Z deems appropriate
and
will provide A-Z with access to the Entity's officers, directors, employees,
independent accountants and legal counsel for the purpose of performing A-Z's
obligations pursuant to this Agreement. The Entity hereby agrees and represents
that all Information furnished to A-Z pursuant to this Agreement shall be
accurate and complete in all material respects at the time provided, and that,
if the Information becomes materially inaccurate, incomplete or misleading
during the term of A-Z's engagement hereunder, the Entity shall promptly advise
A-Z in writing. Accordingly, A-Z assumes no responsibility for the accuracy
and
completeness of the Information. In rendering its services, A-Z will be using
and relying upon the Information without independent verification evaluation
thereof.
7. Governing
Law.
This
Agreement shall be governed by and construed in accordance with the laws of
the
State of Florida without regard to the conflict of laws provisions
thereof.
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8. No
Brokers.
The
Entity represents and warrants to A-Z that there are no brokers, representatives
or other persons which have an interest in compensation due to A-Z from any
services contemplated herein.
9.
Authorization.
The
Entity and A-Z represent and warrant that each has all requisite power and
authority, and all necessary authorizations, to enter into and carry out the
terms and provisions of this Agreement and the execution, delivery and
performance of this Agreement does not breach or conflict with any agreement,
document or instrument to which it is a party or bound.
10. Miscellaneous.
This
Agreement constitutes the entire understanding and agreement between the Entity
and A-Z with respect to the subject matter hereof and supersedes all prior
understanding or agreements between the parties with respect thereto, whether
oral or written, express or implied. Any amendments or modifications must be
executed in writing by both parties. This Agreement and all rights, liabilities
and obligations hereunder shall be binding upon and insure to the benefit of
each party’s successors but may not be assigned without the prior written
approval of the other party. If any provision of this Agreement shall be held
or
made invalid by a statute, rule, regulation, decision of a tribunal or
otherwise, the remainder of this Agreement shall not be affected thereby and,
to
this extent, the provisions of this Agreement shall be deemed to be severable.
This Agreement may be executed in any number of counterparts, each of which,
shall be deemed to be an original, but such counterparts shall, together,
constitute only one instrument. The descriptive headings of the Paragraphs
of
this Agreement are inserted for convenience only, do not constitute a part
of
this Agreement and shall not affect in anyway the meaning or interpretation
of
this Agreement.
Please
confirm that the foregoing correctly sets forth our agreement by signing below
in the space provided and returning this Agreement to A-Z for execution, which
shall constitute a binding agreement as of the date first above
written.
Thank
you. We look forward to a mutually rewarding relationship.
A-Z
CONSULTING, INC.
By:______________________________
Name:
Xxxxxxx X. Xxxxxxxxxxx, CPA
Title:
Chief Executive Officer
AGREED
TO
AND ACCEPTED
AS
OF
APRIL 27, 2005:
By:______________________________
Name:
Xxxxx Xxxxx
Title:
President
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EXHIBIT
A: INDEMNIFICATION
The
Entity agrees to indemnify A-Z, its employees, directors, officers, agents,
affiliates, and each person, if any, who controls it within the meaning of
either Section 20 of the Securities Exchange Act of 1934 or Section 15 of the
Securities Act of 1933 (each such person, including A-Z is referred to as
"Indemnified Party") from and against any losses, claims, damages and
liabilities, joint or several (including all legal or other expenses reasonably
incurred by an Indemnified Party in connection with the preparation for or
defense of any threatened or pending claim, action or proceeding, whether or
not
resulting in any liability) ("Damages"), to which such Indemnified Party, in
connection with providing its services or arising out of its engagement
hereunder, may become subject under any applicable Federal or state law or
otherwise, including but not limited to liability or loss (i) caused by or
arising out of an untrue statement or an alleged untrue statement of a material
fact or omission or alleged omission to state a material fact necessary in
order
to make a statement not misleading in light of the circumstances under which
it
was made, (ii) caused by or arising out of any act or failure to act, or (iii)
arising out of A-Z's engagement or the rendering by any Indemnified Party of
its
services under this Agreement; provided, however, that the Entity will not
be
liable to the Indemnified Party hereunder to the extent that any Damages are
found in a final non-appealable judgment by a court of competent jurisdiction
to
have resulted from the gross negligence or willful misconduct of the Indemnified
Party seeking indemnification hereunder.
These
indemnification provisions shall be in addition to any liability which the
Entity may otherwise have to any Indemnified Party.
If
for
any reason, other than a final non-appealable judgment finding an Indemnified
Party liable for Damages for its gross negligence or willful misconduct the
foregoing indemnity is unavailable to an Indemnified Party or insufficient
to
hold an Indemnified Party harmless, then the Entity shall contribute to the
amount paid or payable by an Indemnified Party as a result of such Damages
in
such proportion as is appropriate to reflect not only the relative benefits
received by the Entity and its shareholders on the one hand and the Indemnified
Party on the other, but also the relative fault of the Entity and the
Indemnified Party as well as any relevant equitable considerations.
Promptly
after receipt by the Indemnified Party of notice of any claim or of the
commencement of any action in respect of which indemnity may be sought, the
Indemnified Party will notify the Entity in writing of the receipt or
commencement thereof and the Entity shall have the right to assume the defense
of such claim or action (including the employment of counsel reasonably
satisfactory to the Indemnified Party and the payment of fees and expenses
of
such counsel), provided that the Indemnified Party shall have the right to
control its defense if, in the opinion of its counsel, the Indemnified Party's
defense is unique or separate to it as the case may be, as opposed to a defense
pertaining to the Entity. In any event, the Indemnified Party shall have the
right to retain counsel reasonably satisfactory to the Entity, at the Entity's
sole expense, to represent it in any claim or action in respect of which
indemnity may be sought and agrees to cooperate with the Entity and the Entity's
counsel in the defense of such claim or action. In the event that the Entity
does not promptly assume the defense of a claim or action, the Indemnified
Party
shall have the right to employ counsel to defend such claim or action. Any
obligation pursuant to this Annex shall survive the termination or expiration
of
the Agreement.
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