S
carsdale E quities
llc
Member Finra, sipc
30 rockefeller plaza
Suite 4250
New york, ny 10112
Tel +1 212 433-1375
fax +1 212 969-9013
October 31, 2007
PRIVATE AND CONFIDENTIAL
Famous
Uncle Al’s Hot Dogs & Grille, Inc.
100 Mill Plain Road
Danbury, CT 06811
Attention: Paul Esposito
Re:
Consulting Agreement
Dear Mr. Esposito:
This letter agreement (this “Agreement”) confirms our
understanding that Famous Uncle Al’s Hot Dogs & Grille,
Inc. and its subsidiaries (the “Company”) has engaged
Scarsdale Equities LLC (“Consultant”) to act as its
consultant and financial advisor. The parties hereto agree
that the services to be provided hereunder by Consultant will be
rendered primarily by N. Scott Fine.
1.
Retention
The Company hereby retains Consultant as the Company’s
consultant and financial advisor for the term of this Agreement.
Subject to the terms and conditions of this Agreement,
Consultant accepts this retention. Consultant agrees that in
its capacity hereunder, it will use its commercially reasonable
best efforts, consistent with its business judgment, to provide the
services to the Company set forth herein.
2.
Services
The services to be performed by Consultant shall include:
(a)
Familiarizing itself to the extent it deems appropriate with the
business, operations, financial condition and prospects of the
Company;
(b)
Advising the Company with respect to its business plan and
strategy;
(c)
Advising the Company as to appropriate structure, terms and
conditions to be included in any debt or equity securities
offerings or other financing transactions as well as merger and
acquisition services as appropriate from time to time;
(d)
Identifying potential strategic partners; and
(e)
Reviewing the Company’s presentation and marketing materials
and other materials used to present the Company to the investment
community.
3.
Fee Structure
(a)
Fee . As compensation for entering into this
Agreement, the Company will issue to Consultant or its designees
Common Stock purchase warrants exercisable to purchase two million
(2,000,000) shares of common stock of the Company. The
warrants will be exercisable immediately at an exercise price of
$.40 per share. The warrants will be exercisable for seven
years from the date of issuance and will contain cashless exercise
provisions. The holder of the warrants will be granted
piggyback registration rights.
(b)
Expenses . The Company shall reimburse Consultant for
all normal business expenses (including fees and expenses of its
counsel and any other independent experts retained by Consultant)
reasonably incurred by it in connection with the services provided
under this Agreement. Such reimbursement will be payable
promptly upon submission by Consultant of statements to the
Company.
4.
Term
The term of this Agreement shall, except as otherwise mutually
agreed, be for a period of two years from the date this Agreement
is executed.
5.
Information
The Company will furnish to Consultant on a timely basis, and in a
satisfactory format and detail, such data and information as
Consultant may reasonably request. The Company represents and
warrants that such data and information is or will be accurate and
complete in all material respects. The Company acknowledges
that Consultant is relying, without independent verification, on
the accuracy and completeness of all information furnished to
Consultant as well as information available from public sources and
other sources deemed reliable by Consultant.
6.
Confidentiality
Consultant agrees to keep non-public information about the Company
confidential so long as it remains non-public, unless disclosure is
required by law or requested by any governmental or regulatory
agency or body (and if so required shall promptly notify the
Company), and will not make any use thereof, except in connection
with its services hereunder.
The Company agrees that all advice given by Consultant in
connection with its engagement hereunder is for the benefit and use
of the Company in considering the matter or transaction to which
such advice relates, and the Company agrees that no such advice
shall be used for any other purpose or be disclosed, reproduced,
disseminated, quoted or referred to at any time, in any manner or
for any purpose, nor shall any public references to Consultant be
made without Consultant’s prior written consent, which
consent shall not be unreasonably withheld.
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7.
Indemnification
The Company agrees to indemnify and hold harmless Consultant and
its affiliates, (and their respective control persons, directors,
of
