Accounting and Finance Solutions Agreement - CFO 911 and Traffic Logic d/b/a InfoSearch Media
CFO 911 Accounting and Finance Solutions The Scope Letter The scope of the Agreement (the "Agreement") dated September 27, 2004 by and between CFO 911 (the "Advisor") and Traffic Logic, "dba" InfoSearch Media (the "Company") is limited to the details herein. The tasks to be performed as delineated herein are to be completed within the term of the Agreement. The scope of the Agreement may only be modified by written consent of both the Advisor and the Company. The tasks are as follows: 1. Review the accounting processes and procedures currently used and recommend improvements in those functional accounting areas. 2. Convert the Company to an accrual based accounting system utilizing the existing QuickBooks accounting software. 3. Improve the financial reporting of the Company including developing appropriate balance sheets, income statements, statements of shareholders' equity, cash flow statements and the concurrent notes to the financial statements. 4. Correct any problems with the accounts and reporting, as necessary 5. Manage the accounting department on a temporary basis and prepare the Company for an audit, including all required schedules and analyses 6. Manage the audit of the Company's year ended December 31, 2003 and year -to-date 2004. Interface with the auditors as required. 7. Interview and recommend personnel for the new Controller position, as requested. Also, recommend personnel for other accounting department positions, as requested Caveats: 1. There will be sufficient bookkeeping help at the Company such that the day-to-day transactions and any corrections can be made. If not, then CFO 911 will require that a temporary bookkeeper be made available for the day-to-day accounting entry functions. AGREED TO AND ACCEPTED THIS 27th DAY OF SEPTEMBER, 2004 CFO 911 Traffic Logic By: /s/ Charles K. Dargan II By: /s/ Steve Lazuka --------------------------- ----------------------- Name: Mr. Charles K. Dargan II Name: Mr. Steve Lazuka Title: Principal Title: President Date: September 27, 2004 Date: September 27, 2004 <PAGE> CFO 911 Accounting and Finance Solutions Traffic Logic Engagement Agreement Advisor CFO 911 will be the exclusive accounting and financial advisor ("Advisor") responsible for completion of the project during the engagement (the "Agreement"). Role To review the accounting functions and processes of Traffic Logic, "dba" InfoSearch Media, (the "Company") and to make appropriate recommendations to facilitate and improve those functional areas as well as to prepare the Company for an audit. Such assignments are delineated in the Scope Letter, which is a separate agreement. Specific functions include, but are not limited to: o Review and improvement of accounting procedures and processes. o Convert the Company to an accrual based accounting system. o Review and improvement of the financial reporting. o Correct any accounting problems and accounts, as necessary. o Manage the accounting department on a temporary basis, while preparing the Company for an audit. o Manage the audit of the Company's year ended December 31, 2003 and year-to-date 2004. o Interview and recommend personnel for the new Controller position, as requested. Term 2 months, with any extension as necessary and as agreed to by the Advisor and the Company. Fees: For advisory services performed compensation shall be as follows: $20,000 per month for the CFO and Controller services provided. $10,000 is due and payable upon signing of this Agreement and additional $10,000 payments are due at each two week interval over the term of the engagement.