EXHIBIT
10.1
INFINITY CAPITAL GROUP, INC.
80 Broad Street, 5th Floor
New York, New York 10004
March 30, 2007
Fluid Audio Networks, Inc.
5813-A Uplander Way
Culver City, California 90230
Gentlemen:
This letter
is to confirm our understanding with respect to the
engagement by Fluid Audio Networks, Inc.,(the "Company") of Infinity
Capital
Group, Inc. ("Infinity" or the "Consultant") to provide financial
investment and
business consulting services to the Company as follows:
The term of
Consultant's
engagement hereunder
shall terminate on
October 30,
2007 (the "Consulting Period").
As compensation
for the consulting
services previously rendered by
Consultant to the Company, which included the negotiation for a public shell
corporation and the
introduction
to several
sources of finance,
guidance on
building a market
for the Company's common stock, provision of strategic
advisory services
with regard to all aspects of financing, mergers and
acquisitions, initial
public offerings,
(the "Financial
Services"),
and the
introduction to capital sources, private investors, broker dealers, private
equity firms and other funding resources, and obtaining of an
initial investment
term sheet for the Company in the amount of at least
$3,500,000.00.
The company
agrees to pay the sum of $100,000 for the Financial
Services, in the form
of $15,000 upon completion of its pending financing plus
an additional $85,000,
payable in restricted
common stock,
utilizing the same
valuation as that of the shares issued in the recent reverse merger
transaction.
Additionally, during
the term the
Company will pay 5% of all funds
received for
the Financial Investment, but only upon completion of each
Financial Investment into the Company by, or introduced and
arranged by, a party
introduced by Consultant to Company and on terms acceptable to the
Company, and
only in stock of the Company, valued at the investment
date and on terms
equal
to the investor's
valuations.
However in the event the Company receives a
financial investment
from one of the
investors referenced in Exhibit A via a
third party introduction (i.e. placement agent), Infinity would not be entitled
to any remunerations.
The Company shall
endeavor to include
any shares in the
first registration statement filed by the Company a
