January 31,
2007
Mr. Richard W.
Egan
President &
Chief Executive Officer
Simtrol,
Inc.
2200 Norcross
Parkway, Suite 255
Norcross, GA
30071
RE: Triton BDS
Proposal for Advisory Services
Dear
Rick:
On behalf of
Triton BDS, I am pleased to submit our proposal for comprehensive
advisory services for Simtrol, Inc (Simtrol). Don Gasgarth, Jeff
Zwitter and I have had discussions with you concerning the extent
and nature of the services you and Simtrol require, and this
proposal is an attempt to qualify the extent and nature of such
services.
Current Situation
Triton and
several of its Partners have been actively engaged with Simtrol
since September of last year on a variety of critical corporate
initiatives. Pursuant to discussion with you and members of the
Simtrol Board of Directors, and based on the success of our
endeavors to date, we understand that Simtrol has agreed to expand
and extend our prior engagement into a longer-term
relationship.
Triton Proposal
There are many
moving parts and events in the Simtrol business where Triton has
significant insight, experience and expertise. Our proposal is to
make the Triton Managing Directors (specifically, Paul Freischlag,
Don Gasgarth and Jeff Zwitter) available to you for advice, counsel
and coaching on an as-needed basis to augment your capacity to deal
with and execute a wide variety of critical and time sensitive
initiatives. Our intentions are to partner with you and align
Triton’s interests, objectives and rewards with your own. To
this end, Triton will focus its highest level of attention on
Simtrol to provide you our best objective and impartial advice and
counsel - effectively becoming an extension of your own
capabilities. Triton services will include, but not be limited to,
working with and advising you as may be required on the following
matters:
Financial &
Strategic Planning
Capital
Formation, Structure & Funding Strategies
Investor
Relations & Communications Best Practices
Business
Practice, Processes, Procedures and & Internal
Controls
Strategic
analysis of the Simtrol business and prosp
