BRIDGEHEAD GROUP LIMITED
PROFESSIONAL SERVICES AGREEMENT (STATEMENT OF WORK)
Parties:
Client : SCTI
Contact : Xxxxxx Xxx
Title : CEO
Address : 0000 Xxxxx Xxxx Xxxxxx, 0xx Xxxxx, Xxxxx XX 00000
Telephone : (000) 000-0000
Facsimile : (000) 000-0000
E-mail : xxxxxx@xxxxxxxx.xxx
Consultant : Bridgehead Group Limited, Inc. (BHG)
Contact : Xxxxx Xxxx Xxxxxx
Title : CEO-President
Address : 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000
Telephone : (000) 000-0000
Facsimile : (000) 000-0000
E-mail : xxxxxxx@xxxxxx.xxx
Background and Summary of Request
---------------------------------
Client approach is in relation to raising capital for the company's expansion,
promoting the company and assisting in the possible establishment of the company
in The Great Britain. After reviewing the initial information we decided to
proceed to our next step, requesting more information and performing an initial
evaluation of the client's business concept and company. Following our review
we found that client's business concept and company had the potential of
becoming a market leader given the right structure and resources. Consequently
we assisted in connecting the company with The British Governments, Department
of Trade and Industry.
We begin every project by striving to understand the overall business concept.
In your case, we understand that the company is requiring capital when the
required capital has been raised the next phase is implementing the business
plan and building value for the shareholders by protecting the company's IP,
sourcing the most advantageous sources of financing for the company and its
shareholders, creating valuable strategic partnerships, developing the business
potential of the company's products in other verticals and for new applications,
developing long term strategies for the company and managing the aspects of
becoming a public company. Time is of the utmost important. Bridgehead
appreciates this and will react quickly and effectively to meet your
requirements.
Scope of Work to be performed - Services
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Consulting
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a) Advise & assist client in the daily issues of being a public company
b) Advise and assist client in protecting it's intellectual property
c) Advise and assist client in obtaining the most advantageous financing
(debt and/or equity) when needed
d) Advise and assist client in creating strategic partnerships
e) Advise and assist client in developing the products in other verticals
and for other applications
f) Advise and assist client in working with the British Government and or
other governments when appropriate
g) Advise and assist client in locating acquisition targets if company
decides to grow by acquisitions
h) Advise and assist client in strategic planning and operational issues
Description of Deliverables to be prepared
------------------------------------------
a) Prepare initial strategies for the areas mentioned above
b) Locate sources of financing for the company's growth debt and equity and
assist in preparing term sheets and negotiating terms and conditions
Resource(s) and Timeframe
-------------------------
a) Client will assist BHG to its best ability in providing information and
resources for BGH to perform up to its best. BHG must receive approval in
writing from Client before passing on information of confidential nature and
when using Client resources
b) Agreement is for a term of 3 years but can be terminated with 90 days
notice
c) BHG agree to spend a minimum of 15 hours per week on SCTI related work.
Basic holidays and other recognized holidays by the country where project is
conducted shall not be working days
Compensation Structure
----------------------
a) Fundraising : 10% cash on money raised and 10% equity
(common shares)
b) Business Development : $5,000 per month retainer to be accrued
until initial funding of company has taken
place in the amount of minimum $1,000,000
raised by BHG. SCTI agrees to not execute
any business development contracts (leads)
introduced by BHG until there is an agreed
finder's agreement between BHG and SCTI
on the particular lead, then the following fee
agreement will apply: $10,000.00 in cash
and $20,000.000 in common stock for each
business development contract executed plus
5% royalty on gross sales the first year, 4%
the following year and 3% thereafter.
Initial sign on fee 10,000.00 common shares
Payable at execution of this agreement and
To be issued to BHG's designee.
c) Bonus : To be determined on a project basis prior
to engagement in projects
d) Finders Fee : BHG will pay Epi Xxxxxxxxx of 00
Xxxxxxxx Xxxx, Xxxxxx Xxxxx, XX Zip
code 11764, 10% (ten percent) fee from all
retainers fees, fundraiser fees, and business
development fee etc., received by SCTI for
the period of this agreement
Bridgehead looks to its client base as long-term partnerships, and would like to
remind you that we would be available to assist in whatever capacity is required
to ensure that Client's venture is a success.
Assumptions on which Statement of Work is based
-----------------------------------------------
This Proposal is based on the following assumptions regarding Client and
Bridgehead's efforts and participation. Bridgehead is very sensitive to the
needs to manage and communicate accurate assumptions. Significant divergence
from these assumptions will impact the timeframe, resources and costs of
completing this work. We make these assumptions based on our current
understanding of Client. Your specific request and our experience with similar
projects.
- Client is responsible for this project's scope, direction and key
decisions of the project.
- Bridgehead will work closely with Client's management team to focus on
understanding Clients business concept.
- Bridgehead will try to minimize disruption to your daily schedule.
- Bridgehead is relaying on material submitted by Client i.e. Business Plan,
Projections, Balance Sheet, etc.
- Ready access to all required corporate documents and materials needed to
perform in accordance with agreement.
ACCEPTED BY:
/s/ Xxxxx Xxxxxxxxx /s/ Xxxxx Xxxxxx
SCTI Bridgehead Group Limited, Inc.
9/7/05 09/07/05
Date signed Date signed
