Sample Business Contracts

Services Agreement - Inc. and Laurel Advisors LLC

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                                [GRAPHIC OMITTED]

November 3, 2000


Mr. David R. Humble
3467 W. Hillsboro Blvd, Suite 2
Deerfield Beach, FL 33442

Dear David:

We are pleased to confirm the arrangements under which Laurel Advisors LLC
("Laurel") has been engaged by (the "Company") to provide general
financial advisory services in connection with the Company's proposed
transaction (the "Transaction"), including, but not limited to the proposed
equity financing (the "Financing") of up to $15 million. This agreement will
confirm the engagement of Laurel by the Company on the following terms and

1.       During the term of its engagement, Laurel will, at the Company's
         request, provide general financial advice and assistance to the Company
         in its evaluation of the financial aspects of the Transaction which may
         be under consideration from time to time, which may include advising
         and assisting the Company in soliciting, evaluating, structuring and
         negotiating any Transaction and assisting the Company in the
         administration of the closing of any Transaction.

2.       As consideration for Laurel's services, the Company shall pay Laurel a
         non-refundable monthly retainer of $8,000, payable in advance the first
         of each month, to be credited against any future Financing Fee or Sale
         Transaction Fee, as defined below. All payments of the monthly retainer
         for calendar year 2000 will accrue and be payable in equal installments
         by March 1, 2001. Upon the completion of any Financing the Company
         agrees to pay Laurel a cash fee totaling 8.0% of the gross proceeds of
         the Financing, subject to a minimum of $500,000 (the "Financing Fee").
         Laurel shall have the option of receiving as consideration, up to 25%
         of the total Financing Fee in warrants to acquire Company stock to be
         issued in the Financing, such that the "in-the-money" value of each
         warrant (defined as the difference between the strike price and the
         price per share of the Financing) times the number of warrants totals
         the value equal to the percent of the Financing Fee Laurel opts to
         receive as warrants. The strike price of the warrants shall equal one
         cent ($0.01) per share. The warrants shall include mutually acceptable
         provisions customary in private equity transactions and shall expire on
         the fifth anniversary of their issuance.

      One Maritime Plaza Suite 1750    -    San Francisco, CA 94111
                    p. 415.217.6400    -    f. 415.217.6409

November 3, 2000
Page 2

3.       During the course of Laurel's service there may also be potential
         merger or acquisition transactions to be evaluated that involve the
         Company or any of its subsidiaries or business units (each of the
         foregoing being hereinafter referred to as a "Sale Transaction"). The
         Company and Laurel agree that, in the event the Company determines to
         proceed with a Sale Transaction of this sort during the term of this
         engagement, then Laurel shall serve as the Company's financial advisor
         in connection with the Sale Transaction. As consideration for Laurel's
         services, upon the completion of the Sale Transaction, the Company
         shall pay Laurel a fee (the "Sale Transaction Fee") of 1% of total
         Transaction Value (defined below) up to $30 million, plus 2.5% of total
         Transaction Value in excess of $30 million, subject to a minimum of

4.       For purposes of this agreement, the term "Transaction Value" means (i)
         the total amount of cash paid, directly or indirectly, for the assets,
         business or capital stock of the Company; (ii) the fair market value of
         any assets, securities or other property or rights transferred,
         directly or indirectly, in payment for the assets, business or stock of
         the Company (including, without limitation, payments to be made under
         non-competition or similar arrangements - other than payments to be
         made under bona fide employment or consulting arrangements- and any
         deferred or contingent payments, when, as and if such payments are
         received by the Company or its stockholders), except that debt
         instruments will be valued at the face amount thereof as of such date;
         (iii) the principal amount of any indebtedness for borrowed money
         appearing on the most recent balance sheet of the Company prior to the
         consummation of the Transaction assumed directly or indirectly by any
         acquiring entity or remaining outstanding immediately after closing;
         and (iv) the aggregate amount of any dividends or other distributions
         declared by the Company with respect to its stock after the date
         hereof, other than normal recurring cash dividends in amounts not
         materially greater than currently paid or distributions of amounts
         included in Transaction Value pursuant to clauses (i), (ii) or (iii).
         If any shareholder directly or indirectly retains an ownership interest
         in Company or directly or indirectly acquires an ownership interest in
         the corporation or other entity surviving or resulting from the
         Transaction, the Transaction Value shall be calculated by assuming that
         such shareholder had sold its entire ownership interest in the Company
         and received in exchange therefor an amount per share equal to that
         received by the Company or the other shareholders of the Company, as
         the case may be, in the Transaction.

5.       For purposes of calculating the Sale Transaction Fee, the fair market
         value of securities for which there is an established trading market
         will be the closing sale price of the securities on the trading day
         preceding the date of the closing of the Sale Transaction. The fair
         market value of any assets, securities, property or rights (other than
         as provided above) will be mutually agreed by Laurel and the Company.
         If the parties cannot agree upon the fair market value of such assets,
         securities, property or rights, they will choose a qualified appraiser
         of national standing to conclusively determine such fair market value.
         The expenses of such appraiser shall be split equally between Laurel
         and the Company. Upon request, the Company will make available to
         Laurel any information available to it for purposes of calculating the
         amount of any component of the Transaction Value.

6.       The Sale Transaction Fee will become payable by the Company upon
         consummation of (a) any merger, consolidation, reorganization,
         recapitalization or other transaction or series of related transactions
         pursuant to which the Company is acquired by or combined with another
         person or entity in which more than fifty percent (50%) of the shares
         of the Company after such merger or consolidation are owned by persons
         other than the persons who were the stockholders of the Company prior
         to such a merger or consolidation or (b) the acquisition, directly or
         indirectly, by another person or entity, in a single transaction or
         series of related transactions, of (i) all or a substantial portion of
         the assets or business of Company or (ii) securities

November 3, 2000
Page 3

         representing 50% or more of the total voting power of the Company in
         the election of directors (a "Transaction").

7.       The Company agrees to reimburse Laurel for all reasonable out-of-pocket
         expenses incurred in connection with the performance of its duties
         under this agreement upon presentation of supporting documentation,
         including but not limited to, reasonable fees and expenses of legal
         counsel retained by it.

8.       The Company agrees to the provisions with respect to Laurel's indemnity
         and other matters set forth in Appendix A, which is incorporated by
         reference into this letter.

9.       This agreement may be terminated with or without cause by Laurel or the
         Company at any time upon receipt of written notice by the other party
         to that effect. Upon termination of the agreement, neither party will
         have any liability or continuing obligation to the other, except that:
         (i) the provisions of Appendix A to this agreement will survive any
         such termination; (ii) the Company will remain liable for any
         out-of-pocket expenses incurred up to the time of termination, and
         (iii) if a Financing or a Sale Transaction is consummated within six
         months of the termination of Laurel's engagement by the Company for any
         reason other than following a breach by Laurel of its obligations
         hereunder, the Company shall remain obligated to pay Laurel the
         Financing Fee (or the Sale Transaction Fee) in accordance with this

10.      In order to coordinate our efforts to effect a transaction satisfactory
         to the Company, the Company agrees that it and its directors and
         executive officers will promptly inform Laurel of any inquiry they may
         receive concerning a Financing or a Sale Transaction.

11.      The Company will provide Laurel with all information concerning the
         Company which Laurel reasonably deems appropriate in connection with
         its engagement and will provide Laurel with access to the Company's
         officers, directors and advisors. All such information will be true and
         accurate in all material respects and will not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         in order to make the statements therein not misleading in light of the
         circumstances under which such statements are made. The Company
         acknowledges that Laurel will be using and relying upon the accuracy
         and completeness of public available information and the information
         supplied by the Company and its officers in connection with its
         engagement without independent verification.

12.      The Company acknowledges that Laurel is operating as an independent
         business consultant and is not a registered investment advisor nor a
         broker dealer.

13.      The Company represents that it is a sophisticated business enterprise
         that has retained Laurel for the limited purposes set forth in this
         agreement, and the parties acknowledge and agree that their respective
         rights and obligations are contractual in nature. Each party disclaims
         any intention to impose fiduciary obligations on the other by virtue of
         the engagement contemplated by this agreement. This agreement is solely
         for the benefit of Laurel, the Company and each of their respective
         officers, directors, employees and agents, and any person controlling
         them within the meaning of the Securities Act of 1933, as amended, and
         the respective legal representatives, successors and assigns of Laurel
         and the Company, and no other person shall acquire or have any right
         under or by virtue of this agreement.

14.      No fee payable to any other financial advisor by the Company or any
         other company in connection with the subject matter of this engagement
         shall reduce or otherwise affect any fee payable hereunder to Laurel.

November 3, 2000
Page 4

15.      Except to the extent described in the last sentence of this paragraph,
         any controversy or claim arising out of or relating to this engagement
         agreement, or the breach thereof, shall be settled by arbitration
         administered by the American Arbitration Association under its
         Commercial Arbitration Rules, and judgment on the award rendered by the
         arbitrator may be entered in any court having jurisdiction thereof. Any
         arbitration proceedings will be conducted in California. The arbitrator
         shall have no authority to award punitive damages or any other damages
         not measured by the prevailing party's actual damages, and may not make
         any ruling, finding or award that does not conform to the terms and
         conditions of this engagement agreement. Notwithstanding the foregoing,
         nothing contained in this engagement agreement shall be construed to
         restrict in any way the right of any party hereto to seek injunctive or
         similar equitable relief in any court of competent jurisdiction with
         respect to any threatened breach of the provisions of this agreement or
         any of the respective parties' obligations hereunder.

16.      This agreement may not be amended or modified except in writing and
         shall be governed by and construed in accordance with the laws of the
         State of California, without regard to principles of conflicts of laws.

If this letter accurately sets forth the understanding between us, please sign
the enclosed copy of this letter below and return it to Laurel, at which time
this letter will become a mutually binding obligation.

                                              Very truly yours,

                                              Laurel Advisors LLC

                                              By: /s/ Samantha S. Lincoln
                                              Its: Managing Partner

Agreed to as of the above date:

By: /s/ Christine Brown

Its: Vice President, Operations

November 3, 2000
Page 5

                                   APPENDIX A

In the event that Laurel Advisors LLC ("Laurel") becomes involved in any
capacity, other than as a plaintiff, in any action, proceeding or investigation
brought by or against any person, including stockholders of (the
"Company"), in connection with any matter related to the assignment described in
this letter, the Company periodically will reimburse Laurel for its legal and
other expenses (including the cost of any investigation and preparation)
reasonably incurred in connection therewith; provided, however, that if it is
found in any such action, proceeding or investigation that any loss, claim,
damage or liability of Laurel has resulted from the gross negligence, bad faith,
or willful misconduct of Laurel in performing the services which are the subject
of this letter, Laurel shall repay such portion of the reimbursed amounts that
is attributable to expenses incurred in relation to the act or omission of
Laurel which is the subject of such finding. The Company also will indemnify and
hold Laurel harmless against any losses, claims, damages or liabilities to any
such person in connection with any matter related to the assignment described in
this letter, except to the extent that any such loss, claim, damage or liability
results from the gross negligence, bad faith, or willful misconduct of Laurel in
performing the services that are the subject of this letter. If for any reason
the foregoing indemnification is unavailable to Laurel or insufficient to hold
it harmless, then the Company shall contribute to the amount paid or payable by
Laurel as a result of such loss, claim, damage or liability in such proportion
as is appropriate to reflect the relative economic interests of the Company and
its stockholders on the one hand and Laurel on the other hand in the matters
contemplated by this letter as well as the relative fault of the Company and
Laurel with respect to such loss, claim, damage or liability and any other
relevant equitable considerations; provided, however, that in no event shall
Laurel be required to contribute any amounts in excess of the cash fees received
by it hereunder. The Company shall be liable for any settlement of any claim
against Laurel made with the Company's written consent, which consent shall not
unreasonably be withheld, and the Company shall not, without the prior written
consent of Laurel, settle or compromise any claim or permit a default or consent
to the entry of any judgment in respect thereof, unless such settlement,
compromise or consent includes, as an unconditional term thereof, the giving by
the claimant to Laurel of an unconditional release from any and all liability in
respect of such claim. Laurel shall have the right to retain counsel of its own
choice to represent it in connection with any matter as to which the indemnity,
expense reimbursement and contribution provisions apply. The reimbursement,
indemnity and contribution obligations of the Company under this paragraph shall
be in addition to any liability which the Company may otherwise have, shall
extend upon the same terms and conditions to any affiliate of Laurel and the
directors, agents, employees and controlling persons (if any), as the case may
be, of Laurel and any such affiliate, and shall be binding upon and inure to the
benefit of any successors, assigns, heirs and personal representatives of the
Company, Laurel, any such affiliate and any such person. The indemnity
obligations of the Company hereunder shall not extend to any affiliate of Laurel
or to the directors, agents, employees, or controlling persons (if any), as the
case may be, of Laurel or any such affiliate to the extent that any loss, claim,
damage or liability results from the gross negligence bad faith, or willful
misconduct of Laurel or any such other person in performing the services which
are the subject of the letter. The Company also agrees that neither Laurel nor
any of such affiliates, directors, agents, employees or controlling persons
shall have any liability to the Company and its stockholders for or in
connection with any matter referred to in this letter except to the extent that
any losses, claims, damages, liabilities or expenses incurred by the Company
result from the gross negligence, bad faith, or willful misconduct of Laurel in
performing the services that are the subject of this letter. The provisions of
this Appendix A shall survive any termination or completion of the engagement
provided by this letter agreement and this letter agreement shall be governed by
and construed in accordance with the laws of the State of California without
regard to principles of conflicts of laws.