(a)
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Structure of the company for purposes of going public, and strategic advise related to going public. Consultant is not an investment banker or broker, and will not act in any such capacity, or in the capacity of a public underwriter, and his services shall be limited to advice and consulting regarding going public. Consultant shall not be paid or accept any compensation of any kind in connection with the offer, purchase or sale of securities.
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(b)
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Engaging appropriate SEC counsel, auditors, transfer agents and other professionals for the purpose of going public as a registered fully reporting public company. Consultant is not acting as an attorney in any regard, and is not providing any legal services whatsoever and is not receiving any portion of the fees paid to such persons.
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(c)
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Working with management of the company in the areas of strategic growth initiatives. Consultant will not, in any manner, be involved in day to day management of the Company, and the Company will not, at any time, share material non-public information with Consultant.
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(a)
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A consulting fee of 5,000,000 restricted shares of the Company's restricted common stock in the restructured public company (the "Shares"). Restructured Public Company means the Company after it has undergone a corporate restructuring that involves a change of shareholder voting control, merger, acquisition or increase in authorized capital. This fee is for all initial work and costs associated with coordinating all initial audit and filings with the SEC attorney and auditor. Consultant shall also provide initial use administrative staff during that time period to help with all documentation and filings required by the Company, included within this fee. |
(b)
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The issuance of the Shares shall be issued in full upon the corporate restructuring and are deemed to be fully vested and earned upon the execution hereof. Consultant may assign all or a portion of these shares as it deems appropriate. Consultant intends to devote up to 20 hours per week on behalf of Company. Said work may be in phone, in person, or otherwise, and Consultant will not have any specific hours of work in this regard. In the event the Company decides not to have its common shares publicly traded, the Company shall redeem [all rights to] the Shares at the price of $.20 per share upon receiving written notice that the Consultant elects to require the Company redeem the Shares. In such event, the Company will tender payment for the Shares to Consultant within ten days after receiving Consultant's written notice. |