FLAGLER COMMUNICATIONS
GROUP
CONSULTING AGREEMENT
AGREEMENT made as of the 1
ST day
of May, 2009 by Secured Financial Network., maintaining its
principal offices at 1180 SW 36 th Ave, Ste
204, Pompano Beach, FL 33069, (hereinafter referred to as "Client")
and Flagler Communications Group, a Florida Corporation maintaining
its principal offices at 340 Royal Palm Way, Ste 101, Palm Beach,
Fl 33480 (hereinafter referred to as the "Company").
W I T N E S S E T H :
WHEREAS, Company is engaged in the
business of providing and rendering public relations and
communications services and has knowledge, expertise and personnel
to render the requisite services to Client; and
WHEREAS, Client is desirous of
retaining Company for the purpose of obtaining public relations and
corporate communications services so as to better, more fully and
more effectively deal and communicate with its shareholders and the
investment banking community.
NOW, THEREFORE, in consideration of
the premises and of the mutual covenants and agreements contained
herein, it is agreed as follows:
I. Engagement of
Company. Client herewith engages Company and Company
agrees to render to Client public relations, communications,
advisory and consulting services.
A.The consulting services to be
provided by the Company shall include, but are not limited to, the
development, implementation and maintenance of an ongoing program
to increase the investment community's awareness of Client's
activities and to stimulate the investment community's interest in
Client. Client acknowledges that Company's ability to
relate information regarding Client's activities is directly
related to the information provided by Client to the
Company.
B.Client acknowledges that Company
will devote such time as is reasonably necessary to perform the
services for Client, having due regard for Company's commitments
and obligations to other businesses for which it performs
consulting services.
II. Compensation and Expense
Reimbursement.
A.Client will pay the Company, as
compensation for the services provided for in this Agreement and as
reimbursement for expenses incurred by Company on Client's behalf,
in the manner set forth in Schedule A annexed to this Agreement
which Schedule is incorporated herein by reference.
In addition to the compensation and expense
reimbursement referred to in Section 2(A) above, Company shall be
entitled to receive from Client a "Transaction Fee", as a result of
any Transaction resulting from an introduction (as described below)
between Client and any other company, entity, person, group or
persons or other party which is introduced to, or put in contact
with, Client by Company, or by which Client has been introduced to,
or has been put in contact with, by Company. A
"Transaction" shall mean merger, sale of assets through an
acquisition, consolidation or other similar transaction or series
or combination of transactions whereby Client or such other party
transfer to the other, or both transfer to a third entity or
person, stock, assets, or any interest in its business in exchange
for stock, assets, securities, cash or other valuable property or
rights, or wherein they make a contribution of capital or services
to a joint venture, commonly owned enterprise or business
opportunity with the other for purposes of future business
operations and opportunities. The services to be rendered by the
Company to the Client shall under NO circumstances include the
following:
1. Any activities which
could be deemed by the Securities and Exchange Commission to
constitute investment banking or any other activities required by
the Company to be registered as a broker-dealer under the
Securities Act of 1934.
2. Any activities which
could be deemed to be in connection with the offer or sale of
securities in a capital-raising transaction.
To be a Transaction covered by this section, the
transaction must occur during the term of this Agreement or the one
year period following the expiration of this
Agreement.
The calculation of a Transaction Fee will be a
predetermined flat fee the amount of which will be agreed to by
both parties and shall be based upon the total value of the
consideration, securities, property, busine
