CONSULTING SERVICES AGREEMENT
This Agreement (the
“Agreement”) is made and entered into effective as of
April 1, 2009 (“the Effective Date”), by and among
Profit Planners Management, Inc. , a Nevada corporation
(“PPM”), and Micro-Cap Review, Inc. , a Nevada
corporation (“Micro-Cap”).
WHEREAS, PPM has entered into a
Consulting Services Agreement (the “Agreement”) dated
April 1, 2009, with Micro-Cap.
NOW THEREFORE, the parties agree as
follows:
1.
Management Services
PPM agrees to provide monthly management
and financial advisory services to Micro-Cap and to render all
other services relevant thereto.
2.
Consulting Fee/Expense
Reimbursement
The price for furnishing the consulting
services shall be One Thousand ($1,000.00) Dollars per month
(“Consulting Fee”). Fees shall be earned
commencing on the Effective Date, and shall be paid monthly within
15 days of the close of each month thereafter, and shall be
reconciled annually on or before 90 days after the close of each
calendar year thereafter during the term of this Agreement.
Micro-Cap shall not be liable to PPM for any expenses paid or
incurred by PPM in the course of providing services hereunder,
unless otherwise agreed to in writing.
In addition, Micro-Cap shall reimburse
PPM for the cost of reasonable and necessary out-of-pocket expenses
incurred by PPM on behalf of, or the benefit of Micro-Cap and
attributable to Micro-Cap in connection with the performance of its
management services hereunder. Such expenses may include (but not
be limited to) a pass through or allocation of legal, audit or
accounting expenses attributable to Micro-Cap; provided, however,
that matters of general overhead of PPM will not be charged to
Micro-Cap. Such expenses will be invoiced and reimbursement
made