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Re: Triton Bds Proposal For Advisory Services

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Title: RE: Triton BDS Proposal for Advisory Services
Date: 4/17/2007
Industry: Communications Equipment    

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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 prospects

Human Resources Assessment & Development

Access to Triton’s extensive network of relationships and resources


It is also understood that the involvement of Craig Reamsnyder and Rick Eaton as full-time Simtrol senior management is an integral part

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