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This agreement is made between Barrington Roy Schiller of the Barrington group which specialises in providing an individual tailor-made service to partner with and give big corporate solutions to emerging companies while offering a full Investor relations and management service and

........... ............ ........... ........... .......... ............. ............ .................................. 
hereafter referred to as The client.

The client wishes to retain the services of Mr Schiller as his lawyer based in England for the purpose of taking advantage of those services below.

 During the course of this agreement Mr Schiller will :-

1)make himself available to generally advise the Client  on a retainer basis.
2)Provide regular reports of negotiations in progress.
3) Continuingly  update the Executive summary and Business plan to  reflect market developments
4) Advertise the opportunity on the Barrington Group website
5) Include the opportunity in any Barrington group PR press releases and editorial submissions 6) Provide summaries of relevant conferences attended by our personnel from which fuller details will be supplied upon request.
7) Analysis any competitorís media and if necessary respond and amending our BP accordingly 8) Include the opportunity in mailings to Barrington group members and various publications

Furthermore Mr Schiller will provide services are defined as follows:- 

Group A: Preparation
Group B: Client liaison
Group C: Post funding Services

GROUP A: Preparation
Mr Schiller will undertake everything necessary  to obtain funding and find an investor including , but not limited to:-
1.rewrite the Executive Summary and business plan to reflect :-
1.1 ) the new strong management team presenting it.
1.2 )  a clearly defined WIN WIN! exit strategy which shows a good ROI for the investor
1.3)   the company's  Significant growth potential,  Ability to create value and  ability to generate cash

Before rewriting the plan Mr Schiller will do an Initial Project Review and further appraisal of the market potential of the plan in regard to other offers on the market and the viability of the proposed figures and figures as supplied by the Client

If needed Mr Schiller will :-
1) create a Submission Document for Investors and/or their Professional advisors
2) Create original texts for any authorized sales agent prospectus, Draft legal agreements, Non disclosure agreement guidelines for:- critical launch list, Milestones, recruitment advertising programme, recruitment aid and general guidance regarding implementation of the sales and marketing programme as well as managing the Editorial of the operations manual.
3) If required prepare an initial corporate identity draft scheme (trade name, logo, colour schemes etc) and the origination of the Sales promotion programme including advertising, copy layout and schedules. PR guidelines, etc.
4)  prepare drafts for all   corporate policies

Group B: Client liaison
On completion of the necessary documentation Mr Schiller will:-
1) proceed to do everything necessary to work towards raising the funds for the new business including:-
1.1) deal online with any enquiries for the business to prevent the Client  having to deal with time wasters and those who would engage him for more malevolent purposes.
1.2) negotiate with investors to get the best deal
1.3) arrange interviews with funders where necessary. For any meetings attended at your request an Individual report per contact meeting will be supplied. and meetings can be held in any location in the world and where appropriate with the Investorís Solicitor, accountant, banker, etc.    

Group C:  Post funding Services
After an investor has been found the Client  can continue to call upon Mr Schiller  for ongoing help, guidance and advice on a regular basis whereby he will upon request:- 
1) Investigate possible grants,
2) organise In-house seminars for any sales agents/distributors/ further investors who wish to expand their executives' knowledge of the product for the benefit of any staff who are preparing to work with it.
3) make an appraisal of how the current business, wishing to explore or proceed with the existing product overseas would suit a new country by identifying problems and benefits created by cultural differences, population spread, etc.
4) Prepare a breakdown of setting up costs, cash flow forecasts, projected return on investment, etc., in conjunction the Client's accountant or finance department.
5) advise on suitable solicitor.
6) Arrange for the translation of any necessary documents into the language of the target country,
7) Arrange to advertise for and interview potential international Licence holders in any countries where the product is operated under licence,
8) accept a 'watching brief' over any Master agents or licensees to develop the company
9) Prepare financial qualification status reports.
10) Set minimum sales levels Arrangements once the system is established.
11) manage the ventureís online presence
12) provide Network Communication Services
13) arrange for the preparation and distribution for any sales agentís/distributors monthly newsletters
14) organise any sales agent group or other meetings with clients  

While undertaking the assignment the Client will assist Mr Schiller in information gathering in regard to the production of all documentation and will make himself available where necessary to meet with investors and funders to provide technical knowledge of the business. The Client furthermore guarantees not to undertake any actions which will attempt to circumvent this agreement or prevent Mr Schiller from receiving the sums as agreed in section "Fees" upon completion of the agreement.  

Mr Schiller will solicit funding globally which is usually possible without leaving the office with the aid of modern technology for which the Client  will not be charged. Should however travel and time to attend meetings be necessary expenses will apply but will only be undertaken after being agreed in  advance in writing authorised by the Client.  Any expenses authorised by the Client  will be charged at cost.. Final approval for any expenses and 3rd party executive time rests with the Client.

The fees for undertaking this assignment are £150,000 ( $225,000). At the time of commencement of the agreement we will issue an open invoice for this amount to enable it to be included in the balance sheet as "skin in the game" and which is to be entered into the company's accounts as a liability owing to Mr Schiller . This amount will then be added to the amount being raised as professional fees and will not become payable until this agreement is terminated by the Client or investment funds have been applied to the company bank account which occurs first.    

Admin costs
The only cost to the Client during the term of this agreement is the monthly retainer payment to Mr Schiller  of  £1000 (currently $1,600) per calendar month.  

Term of agreement
Mr Schiller  will immediately start working to raise funds for the business as proposed in the Client's business plan as already submitted and continue until such funding is completed providing the agreement is still in force enabling the Client to proceed with the research and development of the operating systems and business confident in the knowledge that all aspects of the company's Investor relations are being handled professionally and efficiently . The start date of the agreement is the first date of the receipt of the monthly retainer. The agreement is considered to be terminated by the Client at any time that a monthly payment is 30 days in arrears without written approval of such by Mr Schiller.      

signed:   Barrington Roy Schiller CEO,
The Barrington Group




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